Common use of Termination Without Cause Clause in Contracts

Termination Without Cause. (a) This Agreement shall terminate upon: (i) the later of (a) the distribution of the final payment or liquidation proceeds on the last Mortgage Loan to the Master Servicer or Trust Fund, and (b) the disposition of all REO Property acquired upon foreclosure of the last Mortgage Loan and the remittance of all funds due hereunder or (ii) mutual consent of the Servicer and the Master Servicer in writing, provided such termination is also acceptable to the Rating Agencies and the NIMS Insurer. In addition, with the prior written consent of the Master Servicer and the NIMS Insurer, the Seller may terminate this Agreement with respect to all (but not less than all) of the Mortgage Loans, without cause, provided that the Seller gives the Servicer 30 days’ notice prior to any such termination, but in no event shall such termination occur prior to the Closing Date. Any such notice of termination shall be in writing and delivered to the Servicer, the Master Servicer, the Trustee and the NIMS Insurer by registered mail to the address set forth in Section 9.03. The Seller and the Servicer shall comply with the termination procedures set forth in Section 9.01 hereof. All unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be deducted by the Servicer from the final remittance of the funds to the successor servicer. Should such funds be insufficient to pay for all unreimbursed Option One Servicing Fees, Servicing Advances or Monthly Advances, the Seller shall reimburse the Servicer within five (5) days upon receipt of an invoice from the Servicer without right of reimbursement from the Trust Fund. In connection with any termination pursuant to clause (ii) of the first sentence of this Section 8.02(a), all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid at the time of such termination by the Trust Fund. Upon a termination of the Servicer for cause pursuant to Section 8.01, all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid by the Trust Fund as such amounts are received from the related Mortgage Loans. In connection with any termination without cause pursuant to the second sentence of this Section 8.02(a), the Seller or successor servicer will be responsible for reimbursing the Servicer for all unreimbursed out-of-pocket Servicing Advances, Monthly Advances and Option One Servicing Fees and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing at the time of such transfer of servicing if, and only if, funds in the Collection Account are not sufficient to reimburse the Servicer for all such unreimbursed fees and advances. Any invoices received by the Servicer after termination will be forwarded to the Seller, which such Seller or successor servicer shall pay within five (5) Business Days upon receipt from the Servicer. (b) In the event that the Servicer decides to terminate its obligations under this Agreement as set forth in clause (ii) of Section 8.02(a), the Servicer agrees that it will continue to service the Mortgage Loans beyond the prescribed termination date until such time as the Master Servicer, using reasonable commercial efforts, is able to appoint a successor servicer acceptable to the NIMS Insurer and otherwise meeting the characteristics of Sections 7.01 and 9.01.

Termination Without Cause. (a) This Agreement shall terminate upon: (i) the later of (a) the distribution of the final payment or liquidation proceeds on the last Mortgage Loan to the Master Owner (or advances by the Servicer or Trust Fundfor the same), and (b) the disposition of all REO Property acquired upon foreclosure of the last Mortgage Loan and the remittance of all funds due hereunder hereunder, or (ii) mutual consent of the Servicer and the Master Servicer Owner in writing, provided such termination is also acceptable to writing or (iii) at the Rating Agencies and the NIMS Insurer. In addition, with the prior written consent sole option of the Master Servicer and the NIMS Insurer, the Seller may terminate this Agreement with respect to all (but not less than all) of the Mortgage LoansOwner, without cause, provided that the Seller gives the Servicer upon 30 days’ notice prior to any such termination, but in no event shall such termination occur prior to the Closing Datedays written notice. Any such notice of termination shall be in writing and delivered to the Servicer, the Master Servicer, the Trustee and the NIMS Insurer Servicer by registered mail to the address set forth in Section 9.03at the beginning of this Agreement. The Seller Owner and the Servicer shall comply with the termination procedures set forth in Section 9.01 hereof. All unreimbursed Option One Servicing FeesSections 10.01 and 10.03 hereof and the procedures set forth below, Servicing Advances and Monthly Advances still owing provided that, in the event the Owner terminates this Agreement without cause in accordance with subclause (iii) above, the Owner shall pay the Servicer shall be deducted by the Servicer from the final remittance a termination fee equal to (A) with respect to fixed rate Mortgage Loans, 2.0% of the funds aggregate unpaid principal balance of the fixed rate Mortgage Loans as of such termination date and (B) with respect to ARM Mortgage Loans, 2.0% of the successor servicer. Should aggregate unpaid principal balance of the ARM Mortgage Loans as of such funds be insufficient to pay for all unreimbursed Option One Servicing Fees, Servicing Advances or Monthly Advances, the Seller shall reimburse the Servicer within five (5) days upon receipt of an invoice from the Servicer without right of reimbursement from the Trust Fundtermination date. In connection with any such termination pursuant referred to in clause (ii) of the first sentence of this Section 8.02(a), all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid at the time of such termination by the Trust Fund. Upon a termination of the Servicer for cause pursuant to Section 8.01, all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid by the Trust Fund as such amounts are received from the related Mortgage Loans. In connection with any termination without cause pursuant to the second sentence of this Section 8.02(a)or (iii) above, the Seller or successor servicer Owner will be responsible for reimbursing the Servicer for all unreimbursed out-of-pocket Servicing Advances, Monthly Advances and Option One Servicing Fees within 15 Business Days following the date of termination and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing servicing. Notwithstanding and in addition to the foregoing, in the event that (i) a Mortgage Loan becomes delinquent for a period of 90 days or more (a "Delinquent Mortgage Loan") or (ii) a Mortgage Loan becomes an REO Property, the Owner may at its election terminate this Agreement (a) with respect to such Delinquent Mortgage Loan or (b) REO Property, in each case, upon 15 days' written notice to the time Servicer. In the event of such transfer of servicing ifelection, and only if, funds in the Collection Account are not sufficient to Owner shall reimburse the Servicer for all such unreimbursed fees out-of-pocket Servicing Advances and advances. Any invoices received by Monthly Advances on the Servicer after date of termination will be forwarded and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing, including, but not limited to, costs associated with the transfer of the related files to the Seller, which such Seller or successor servicer shall pay within five (5) Business Days upon receipt from the ServicerOwner's designee. (b) In the event that the Servicer decides to terminate its obligations under this Agreement as set forth in clause (ii) of Section 8.02(a), the Servicer agrees that it will continue to service the Mortgage Loans beyond the prescribed termination date until such time as the Master Servicer, using reasonable commercial efforts, is able to appoint a successor servicer acceptable to the NIMS Insurer and otherwise meeting the characteristics of Sections 7.01 and 9.01.

Termination Without Cause. (a) This Agreement shall terminate upon: (i) the later of (a) the distribution of the final payment or liquidation proceeds on the last Mortgage Loan to the Master Servicer or Trust Fund, and (b) the disposition of all REO Property acquired upon foreclosure of the last Mortgage Loan and the remittance of all funds due hereunder or (ii) mutual consent of the Servicer and the Master Servicer in writing, provided such termination is also acceptable to the Rating Agencies and the NIMS Insurer. In addition, with the prior written consent of the Master Servicer and the NIMS Insurer, the Seller may terminate this Agreement Insurer or (iii) with respect to some or all (but not less than all) of the Mortgage Loans, at the sole option of the Seller, without cause, provided that the Seller gives the Servicer upon 30 days’ written notice prior to any such termination, but in no event shall such termination occur prior to the Closing DateServicer, subject to payment by the Seller of the Termination Fee as set forth in Exhibit E hereto or other fees as mutually agreed upon by the parties and to the other limitations set forth below. Any such notice of termination shall be in writing and delivered to the Servicer, the Master Servicer, the Trustee and the NIMS Insurer by registered mail to the address set forth in Section 9.03. The Seller and In connection with any termination pursuant to clause (i) of the Servicer shall comply with the termination procedures set forth in first sentence of Section 9.01 hereof. All 8.02(a), all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be deducted by the Servicer from the final remittance of the funds to the successor servicer. Should such funds be insufficient to pay for all unreimbursed Option One Servicing Fees, Servicing Advances or Monthly Advances, the Seller shall reimburse the Servicer within five (5) days upon receipt of an invoice from the Servicer without right of reimbursement from the Trust FundMaster Servicer. In connection with any termination pursuant to clause clauses (ii) or (iii) of the first sentence of this Section 8.02(a), all unreimbursed Option One Servicing Fees, Servicing Advances, Monthly Advances and Monthly Advances applicable Termination Fees still owing the Servicer shall be paid at the time of such termination by the Trust FundFund by deducting from final remittance of the funds to successor servicer (on first three items) and by the Seller (on Termination Fee). Upon a termination of the Servicer for cause pursuant to Section 8.01, all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid by the Trust Fund as such amounts are received from the related Mortgage Loans. In connection with any termination the event that Seller terminates the Servicer without cause pursuant with respect to some or all of the second sentence of this Mortgage Loans in accordance with Section 8.02(a8.02(a)(iii), the Seller or successor servicer will shall be responsible for reimbursing required to pay to the Servicer for all unreimbursed out-of-pocket Servicing Advances, Monthly Advances and Option One Servicing Fees and other reasonable and necessary out-of-pocket costs associated with any transfer a Termination Fee in the amount set forth at Exhibit E hereto as of servicing at the time date of such transfer of servicing iftermination; provided, and only if, funds in the Collection Account are not sufficient to reimburse the Servicer for all such unreimbursed fees and advances. Any invoices received by the Servicer after termination will that no Termination Fee shall be forwarded paid or payable with respect to the Seller, which such Seller or successor servicer shall pay within five (5) Business Days upon receipt from the Servicerunpaid principal balance of any terminated Distressed Mortgage Loan. (b) In the event that the Servicer decides to terminate its obligations under this Agreement as set forth in clause (ii) of Section 8.02(a), the Servicer agrees that it will continue to service the Mortgage Loans beyond the prescribed termination date until such time as the Master Servicer, using reasonable commercial efforts, is able to appoint a successor servicer acceptable to the NIMS Insurer and otherwise meeting the characteristics of Sections 7.01 and 9.01.

Termination Without Cause. (a) This Agreement shall terminate upon: (i) the later of (a) the distribution of the final payment or liquidation proceeds on the last Mortgage Loan to the Master Servicer (or Trust Fundadvances by the Servicer for the same), and (b) the disposition of all REO Property acquired upon foreclosure of the last Mortgage Loan and the remittance of all funds due hereunder or hereunder, (ii) mutual consent of the Servicer Servicer, the Seller and the Master Servicer in writing, provided such termination is also acceptable to the Rating Agencies and the NIMS Insurer. In addition, Insurer or (iii) with the prior written consent of the Master Servicer and the NIMS Insurer, Insurer at the Seller may terminate this Agreement with respect to all (but not less than all) discretion of the Mortgage Loans, without cause, provided that the Seller gives the Servicer Seller. Any such termination pursuant to clause (iii) above shall be with 30 days’ notice prior to any such terminationnotice, but in no event shall such termination occur prior to the Closing Date. Any such notice of termination shall be in writing and delivered to the Servicer, the Master Servicer, the Trustee NIMS Insurer and the NIMS Insurer Servicer by registered mail to the address addresses set forth in Section 9.039.03 of this Agreement. The Seller and the Servicer shall comply with the termination procedures set forth in Section Sections 7.03, 8.01 and 9.01 hereof. All unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing Neither the Master Servicer nor the NIMS Insurer shall have the right to terminate the Servicer shall be deducted by the Servicer from the final remittance of the funds to the successor servicer. Should such funds be insufficient to pay for all unreimbursed Option One Servicing Fees, Servicing Advances or Monthly Advances, the Seller shall reimburse the Servicer within five (5) days upon receipt of an invoice from the Servicer without right of reimbursement from the Trust Fund. In connection with any termination pursuant to clause (iiiii) of the first sentence of this Section 8.02(a), all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid at the time of such termination by the Trust Fund. Upon a termination of the Servicer for cause pursuant to Section 8.01, all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid by the Trust Fund as such amounts are received from the related Mortgage Loans. In connection with any a termination without cause by the Seller pursuant to the second sentence clause (iii) of this Section 8.02(a), the Servicer shall be reimbursed by the Seller or successor servicer will be responsible for reimbursing the Servicer for all unreimbursed out-of-pocket Servicing Advances, Monthly Advances and Option One Servicing Fees and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing at the time of such transfer of servicing if, and only if, funds in the Collection Account are not sufficient to reimburse the Servicer for all such unreimbursed fees and advancesservicing. Any All invoices received by the Servicer after termination will be forwarded to the Seller, which such Seller or the successor servicer shall pay for payment within five thirty (530) Business Days upon days of receipt from the Servicer. (b) In the event that the Servicer decides to terminate its obligations under this Agreement as set forth in clause (ii) of Section 8.02(a), the Servicer agrees that it will continue to service the Mortgage Loans beyond the prescribed termination date until such time as the Master Servicer, using reasonable commercial efforts, is able to appoint a successor servicer acceptable to the NIMS Insurer and otherwise meeting the characteristics of Sections 7.01 and 9.01.

Termination Without Cause. (a) This Agreement shall terminate upon: (i) the later of (a) the distribution of the final payment or liquidation proceeds on the last Mortgage Loan to the Master Servicer (or Trust Fundadvances by the Servicer for the same), and (b) the disposition of all REO Property acquired upon foreclosure of the last Mortgage Loan and the remittance of all funds due hereunder hereunder, or (ii) mutual consent of the Servicer Servicer, the Seller and the Master Servicer in writing, writing provided such termination is also acceptable to the Rating Agencies and the NIMS Insurer. In addition, with the prior written consent of the Master Servicer and the NIMS Insurer, the Seller may terminate this Agreement Insurer or (iii) with respect to some or all (but not less than all) of the Mortgage Loans, at the sole option of the Seller, without cause, provided that the Seller gives the Servicer 30 days’ notice prior to any such terminationupon sixty (60) days written notice, but in no event shall such termination occur prior subject to the Closing Datelimitations set forth below. Any such notice of termination shall be in writing and delivered to the ServicerTrustee, the Master Servicer, the Trustee NIMS Insurer and the NIMS Insurer Servicer by registered mail to the address set forth in Section 9.039.04 of this Agreement. The Seller and the Servicer shall comply with the termination procedures set forth in Section Sections 8.01, 8.02 and 9.01 hereof. All unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing In the event the Seller terminates the Servicer shall be deducted by the Servicer from the final remittance without cause with respect to some or all of the funds to the successor servicer. Should such funds be insufficient to pay for all unreimbursed Option One Servicing Fees, Servicing Advances or Monthly AdvancesMortgage Loans (other than Distressed Mortgage Loans), the Seller shall reimburse be required to pay to the Servicer within five a Termination Fee in an amount equal to the sum of (5i) days upon receipt the product of an invoice from (x) the Termination Fee Percentage, (y) the applicable Termination Rate and (z) the outstanding principal balance of the terminated Mortgage Loans as of the date of such termination and (ii) for any termination without cause, the sum of $15.00 for each Mortgage Loan so terminated. In the event the Seller terminates the Servicer without right of reimbursement from the Trust Fund. In connection cause with respect to any termination pursuant to clause (ii) of the first sentence of this Section 8.02(a), all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid at the time of such termination by the Trust Fund. Upon a termination of the Servicer for cause pursuant to Section 8.01, all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid by the Trust Fund as such amounts are received from the related Distressed Mortgage Loans. In connection with any termination without cause pursuant to the second sentence of this Section 8.02(a)Loan, the Seller or successor servicer will shall be responsible for reimbursing required to pay to the Servicer a Termination Fee in an amount equal to $15.00 for all unreimbursed out-of-pocket Servicing Advances, Monthly Advances and Option One Servicing Fees and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing at the time of such transfer of servicing if, and only if, funds in the Collection Account are not sufficient to reimburse the Servicer for all such unreimbursed fees and advances. Any invoices received by the Servicer after termination will be forwarded to the Seller, which such Seller or successor servicer shall pay within five (5) Business Days upon receipt from the Servicereach Distressed Mortgage Loan so terminated. (b) In the event that the Servicer decides to terminate its obligations under this Agreement as set forth in clause (ii) of Section 8.02(a), the Servicer agrees that it will continue to service the Mortgage Loans beyond the prescribed termination date until such time as the Master Servicer, using reasonable commercial efforts, is able to appoint a successor servicer acceptable to the NIMS Insurer and otherwise meeting the characteristics of Sections 7.01 and 9.01.

Termination Without Cause. (a) This Agreement shall terminate upon: (i) the later of (a) the distribution of the final payment or liquidation proceeds on the last Mortgage Loan to the Master Servicer (or Trust Fundadvances by the Servicer for the same), and (b) the disposition of all REO Property acquired upon foreclosure of the last Mortgage Loan and the remittance of all funds due hereunder hereunder, or (ii) mutual consent of the Servicer Servicer, the Seller and the Master Servicer in writing, writing provided such termination is also acceptable to the Rating Agencies and the NIMS Insurer. In addition, with the prior written consent of the Master Servicer and the NIMS Insurer, the Seller may terminate this Agreement Insurer or (iii) with respect to some or all (but not less than all) of the Mortgage Loans, at the sole option of the Seller, without cause, provided that the Seller gives the Servicer 30 days’ notice prior to any such terminationupon sixty (60) days written notice, but in no event shall such termination occur prior subject to the Closing Datelimitations set forth below. Any such notice of termination shall be in writing and delivered to the ServicerTrustee, the Master Servicer, the Trustee NIMS Insurer and the NIMS Insurer Servicer by registered mail to the address set forth in Section 9.039.04 of this Agreement. The Seller and the Servicer shall comply with the termination procedures set forth in Section Sections 8.01, 8.02 and 9.01 hereof. In the event the Seller terminates the Servicer without cause with respect to some or all of the Mortgage Loans (other than Distressed Mortgage Loans), the Seller shall be required to pay to the Servicer a Termination Fee in an amount equal to the sum of (i) the product of (x) the Termination Fee Percentage, (y) the applicable Termination Rate and (z) the outstanding principal balance of the terminated Mortgage Loans as of the date of such termination and (ii) $15.00 for each Mortgage Loan so terminated. All unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing to the Servicer relating to such terminated Mortgage Loans (other than Distressed Mortgage Loans) shall be deducted by reimbursed and paid to the Servicer from the final remittance of the funds to the successor servicer. Should such funds be insufficient to pay for all unreimbursed Option One Servicing Fees, Servicing Advances or Monthly Advances, the Seller shall reimburse the Servicer within five (5) days upon receipt of an invoice from the Servicer without right of reimbursement from the Trust Fund. In connection with any termination pursuant to clause (ii) of the first sentence of this Section 8.02(a), all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid at the time of such termination by the Trust FundSeller. Upon a termination of In the event the Seller terminates the Servicer for cause pursuant to Section 8.01, all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid by the Trust Fund as such amounts are received from the related Mortgage Loans. In connection with any termination without cause pursuant with respect to the second sentence of this Section 8.02(a)any Distressed Mortgage Loan, the Seller or successor servicer will shall be responsible for reimbursing required to pay to the Servicer a Termination Fee in an amount equal to $15.00 for all unreimbursed out-of-pocket Servicing Advances, Monthly Advances and Option One Servicing Fees and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing at the time of such transfer of servicing if, and only if, funds in the Collection Account are not sufficient to reimburse the Servicer for all such unreimbursed fees and advances. Any invoices received by the Servicer after termination will be forwarded to the Seller, which such Seller or successor servicer shall pay within five (5) Business Days upon receipt from the Servicereach Distressed Mortgage Loan so terminated. (b) In the event that the Servicer decides to terminate its obligations under this Agreement as set forth in clause (ii) of Section 8.02(a), the Servicer agrees that it will continue to service the Mortgage Loans beyond the prescribed termination date until such time as the Master Servicer, using reasonable commercial efforts, is able to appoint a successor servicer acceptable to the NIMS Insurer and otherwise meeting the characteristics of Sections 7.01 and 9.01.

Termination Without Cause. (a) This Agreement shall terminate upon: (i) the later of (a) the distribution of the final payment or liquidation proceeds on the last Mortgage Loan to the Master Servicer (or Trust Fundadvances by the Servicer for the same), and (b) the disposition of all REO Property acquired upon foreclosure of the last Mortgage Loan and the remittance of all funds due hereunder hereunder, or (ii) mutual consent of the Servicer Servicer, the Seller and the Master Servicer in writing, writing provided such termination is also acceptable to the Rating Agencies and the NIMS Insurer. In addition, with the prior written consent of the Master Servicer and the NIMS Insurer, the Seller may terminate this Agreement Insurer or (iii) with respect to some or all (but not less than all) of the Mortgage Loans, at the sole option of the Seller, without cause, provided that the Seller gives the Servicer upon 30 days’ notice prior to any such terminationdays written notice, but in no event shall such termination occur prior subject to the Closing Datelimitations set forth below. Any such notice of termination shall be in writing and delivered to the Servicer, the Master Servicer, the Trustee NIMS Insurer and the NIMS Insurer Servicer by registered mail to the address set forth in Section 9.039.04 of this Agreement. The Seller and the Servicer shall comply with the termination procedures set forth in Section Sections 8.01, 8.02 and 9.01 hereof. All unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing The Master Servicer or the Trustee shall have no right to terminate the Servicer shall be deducted by pursuant to Section 8.02. In the event the Seller terminates the Servicer from the final remittance without cause with respect to some or all of the funds to the successor servicer. Should such funds be insufficient to pay for all unreimbursed Option One Servicing FeesMortgage Loans in accordance with Section 8.02(iii), Servicing Advances or Monthly Advances, (x) the Seller shall reimburse be required to pay to the Servicer within five (5) days upon receipt of a Termination Fee in an invoice from amount equal to the Servicer without right of reimbursement from the Trust Fund. In connection with any termination pursuant to clause (ii) product of the first sentence Termination Fee Rate and the outstanding principal balance of this Section 8.02(a)the terminated Mortgage Loans as of the date of such termination; provided, all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer that no Termination Fee shall be paid at the time of such termination by the Trust Fund. Upon a termination of the Servicer for cause pursuant to Section 8.01, all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid by the Trust Fund as such amounts are received from the related Mortgage Loans. In connection or payable with any termination without cause pursuant respect to the second sentence unpaid principal balance of this Section 8.02(a), any terminated Distressed Mortgage Loan and (y) the Seller Master Servicer or a successor servicer will be responsible for reimbursing the Servicer for all unreimbursed out-of-pocket Servicing Advances, Monthly Advances and Option One Servicing Fees and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing at the time of such transfer of servicing if, and only if, funds in the Collection Account are not sufficient to shall reimburse the Servicer for all accrued and unpaid Servicing Fees and unreimbursed Servicing Advances upon the transfer of servicing to such unreimbursed fees and advances. Any invoices received by the Servicer after termination will be forwarded to the Seller, which such Seller or successor servicer shall pay within five (5) Business Days upon receipt from the Servicerservicer. (b) In the event that the Servicer decides to terminate its obligations under this Agreement as set forth in clause (ii) of Section 8.02(a), the Servicer agrees that it will continue to service the Mortgage Loans beyond the prescribed termination date until such time as the Master Servicer, using reasonable commercial efforts, is able to appoint a successor servicer acceptable to the NIMS Insurer and otherwise meeting the characteristics of Sections 7.01 and 9.01.

Termination Without Cause. (a) This Agreement shall terminate upon: (i) the later of (a) the distribution of the final payment or liquidation proceeds on the last Mortgage Securitized Loan to the Master Servicer or Trust Fundthe Trust, and (b) the disposition of all REO Property acquired upon foreclosure of the last Mortgage Securitized Loan and the remittance of all funds due hereunder or (ii) mutual consent of the Servicer and the Master Servicer in writing, provided such termination is also acceptable to the applicable Rating Agencies and the NIMS InsurerAgency or Rating Agencies. In addition, with the prior written consent of the Master Servicer and the NIMS InsurerServicer, the Seller or its designee may terminate this Agreement with respect to all (but not less than all) of the Mortgage Securitized Loans, without cause, provided provided, that the Seller or its designee gives the Servicer 30 days’ notice prior to any such termination, but in no event shall such termination occur prior to the Closing Datenotice. Any such notice of termination shall be in writing and delivered to the Servicer, Servicer and the Master Servicer, the Trustee and the NIMS Insurer Servicer by registered mail to the address set forth in Section 9.03. The Seller or its designee and the Servicer shall comply with the termination procedures set forth in Section 9.01 hereof. All unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be deducted paid by the Servicer Seller or its designee or the successor servicer from the final remittance its own funds within 5 Business Days of the funds to the successor servicer. Should date of such funds be insufficient to pay for all unreimbursed Option One Servicing Fees, Servicing Advances or Monthly Advances, the Seller shall reimburse the Servicer within five (5) days upon receipt of an invoice from the Servicer termination without right of reimbursement from the Trust FundTrust. In connection with any termination pursuant to clause (ii) of the first sentence of this Section 8.02(a), all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid at the time of such termination by the Trust FundTrust. Upon a termination of the Servicer for cause pursuant to Section 8.01, all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid by the Trust Fund as such amounts are received from the related Mortgage Securitized Loans. In connection with any termination without cause pursuant to the second sentence of this Section 8.02(a), the Seller or its designee or the successor servicer will be responsible for reimbursing the Servicer for all unreimbursed out-of-pocket Servicing Advances, Monthly Advances and Option One Servicing Fees and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing at the time of such transfer of servicing if, and only if, funds in the Collection Account are not sufficient to reimburse the Servicer for all such unreimbursed fees and advancesservicing. Any invoices received by the Servicer after termination will be forwarded to the Seller, which such Seller or its designee, and the Seller or its designee or the successor servicer shall pay such invoices within five (5) Business Days upon receipt from the Servicer. (b) In the event that the Servicer decides to terminate its obligations under this Agreement as set forth in clause (ii) of Section 8.02(a), the Servicer agrees that it will continue to service the Mortgage Securitized Loans beyond the prescribed termination date until such time as the Master ServicerTrustee, using reasonable commercial efforts, is able to appoint a successor servicer acceptable to and the NIMS Insurer Master Servicer and otherwise meeting the characteristics of Sections 7.01 and 9.01.

Termination Without Cause. (a) This Agreement shall terminate upon: (i) the later of (a) the distribution of the final payment or liquidation proceeds on the last Mortgage Loan to the Master Servicer (or Trust Fundadvances by the Servicer for the same), and (b) the disposition of all REO Property acquired upon foreclosure of the last Mortgage Loan and the remittance of all funds due hereunder or hereunder, (ii) mutual consent of the Servicer Servicer, the Seller and the Master Servicer in writing, writing provided such termination is also acceptable to the Rating Agencies and the NIMS Insurer. In addition, Insurer or (iii) with the prior written consent of the Master Servicer and the NIMS Insurer, Insurer at the Seller may terminate this Agreement with respect to all (but not less than all) discretion of the Mortgage Loans, without cause, provided that the Seller gives the Servicer Seller. Any such termination pursuant to clause (iii) above shall be with 30 days’ notice prior to any such terminationnotice, but in no event shall such termination occur prior to the Closing Date. Any such notice of termination shall be in writing and delivered to the Servicer, the Master Servicer, the Trustee NIMS Insurer and the NIMS Insurer Servicer by registered mail to the address addresses set forth in Section 9.039.03 of this Agreement. The Seller and the Servicer shall comply with the termination procedures set forth in Section Sections 7.03, 8.01 and 9.01 hereof. All unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing Neither the Master Servicer nor the NIMS Insurer shall have the right to terminate the Servicer shall be deducted by the Servicer from the final remittance of the funds to the successor servicer. Should such funds be insufficient to pay for all unreimbursed Option One Servicing Fees, Servicing Advances or Monthly Advances, the Seller shall reimburse the Servicer within five (5) days upon receipt of an invoice from the Servicer without right of reimbursement from the Trust Fund. In connection with any termination pursuant to clause (iiiii) of the first sentence of this Section 8.02(a), all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid at the time of such termination by the Trust Fund. Upon a termination of the Servicer for cause pursuant to Section 8.01, all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid by the Trust Fund as such amounts are received from the related Mortgage Loans. In connection with any a termination without cause by the Seller pursuant to the second sentence clause (iii) of this Section 8.02(a), the Servicer shall be reimbursed by the Seller or successor servicer will be responsible for reimbursing the Servicer for all unreimbursed out-of-pocket Servicing Advances, Monthly Advances and Option One Servicing Fees and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing at the time of such transfer of servicing if, and only if, funds in the Collection Account are not sufficient to reimburse the Servicer for all such unreimbursed fees and advancesservicing. Any All invoices received by the Servicer after termination will be forwarded to the Seller, which such Seller or the successor servicer shall pay for payment within five thirty (530) Business Days upon days of receipt from the Servicer. (b) In the event that the Servicer decides to terminate its obligations under this Agreement as set forth in clause (ii) of Section 8.02(a), the Servicer agrees that it will continue to service the Mortgage Loans beyond the prescribed termination date until such time as the Master Servicer, using reasonable commercial efforts, is able to appoint a successor servicer acceptable to the NIMS Insurer and otherwise meeting the characteristics of Sections 7.01 and 9.01.

Termination Without Cause. (a) This Agreement shall terminate upon: (i) the later of (a) the distribution of the final payment or liquidation proceeds on the last Mortgage Loan to the Master Servicer (or Trust Fundadvances by the Servicer for the same), and (b) the disposition of all REO Property acquired upon foreclosure of the last Mortgage Loan and the remittance of all funds due hereunder hereunder, or (ii) mutual consent of the Servicer Servicer, the Seller and the Master Servicer in writing, writing provided such termination is also acceptable to the Rating Agencies and the NIMS Insurer. In addition, with the prior written consent of the Master Servicer and the NIMS Insurer, the Seller may terminate this Agreement Insurer or (iii) with respect to some or all (but not less than all) of the Mortgage Loans, at the sole option of the Seller, without cause, provided that the Seller gives the Servicer 30 upon sixty (60) days’ notice prior to any such terminationwritten notice, but in no event shall such termination occur prior subject to the Closing Datelimitations set forth below. Any such notice of termination shall be in writing and delivered to the ServicerTrustee, the Master Servicer, the Trustee NIMS Insurer and the NIMS Insurer Servicer by registered mail to the address set forth in Section 9.039.04 of this Agreement. The Seller and the Servicer shall comply with the termination procedures set forth in Section Sections 8.01, 8.02 and 9.01 hereof. In the event the Seller terminates the Servicer without cause with respect to some or all of the Mortgage Loans (other than Distressed Mortgage Loans), the Seller shall be required to pay to the Servicer a Termination Fee in an amount equal to the sum of (i) the product of (x) the Termination Fee Percentage, (y) the applicable Termination Rate and (z) the outstanding principal balance of the terminated Mortgage Loans as of the date of such termination and (ii) $15.00 for each Mortgage Loan so terminated. All unreimbursed Option One Chase Servicing Fees, Servicing Advances and Monthly Advances still owing to the Servicer relating to such terminated Mortgage Loans (other than Distressed Mortgage Loans) shall be deducted by reimbursed and paid to the Servicer from the final remittance of the funds to the successor servicer. Should such funds be insufficient to pay for all unreimbursed Option One Servicing Fees, Servicing Advances or Monthly Advances, the Seller shall reimburse the Servicer within five (5) days upon receipt of an invoice from the Servicer without right of reimbursement from the Trust Fund. In connection with any termination pursuant to clause (ii) of the first sentence of this Section 8.02(a), all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid at the time of such termination by the Trust FundSeller. Upon a termination of In the event the Seller terminates the Servicer for cause pursuant to Section 8.01, all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid by the Trust Fund as such amounts are received from the related Mortgage Loans. In connection with any termination without cause pursuant with respect to the second sentence of this Section 8.02(a)any Distressed Mortgage Loan, the Seller or successor servicer will shall be responsible for reimbursing required to pay to the Servicer a Termination Fee in an amount equal to $15.00 for all unreimbursed out-of-pocket Servicing Advances, Monthly Advances and Option One Servicing Fees and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing at the time of such transfer of servicing if, and only if, funds in the Collection Account are not sufficient to reimburse the Servicer for all such unreimbursed fees and advances. Any invoices received by the Servicer after termination will be forwarded to the Seller, which such Seller or successor servicer shall pay within five (5) Business Days upon receipt from the Servicereach Distressed Mortgage Loan so terminated. (b) In the event that the Servicer decides to terminate its obligations under this Agreement as set forth in clause (ii) of Section 8.02(a), the Servicer agrees that it will continue to service the Mortgage Loans beyond the prescribed termination date until such time as the Master Servicer, using reasonable commercial efforts, is able to appoint a successor servicer acceptable to the NIMS Insurer and otherwise meeting the characteristics of Sections 7.01 and 9.01.

Termination Without Cause. (a) This Agreement shall terminate upon: (i) the later of (a) the distribution of the final payment or liquidation proceeds on the last Mortgage Loan to the Master Owner (or advances by the Servicer or Trust Fundfor the same), and (b) the disposition of all REO Property acquired upon foreclosure of the last Mortgage Loan and the remittance of all funds due hereunder hereunder, or (ii) mutual consent of the Servicer and the Master Servicer Owner in writing, provided such termination is also acceptable to writing or (iii) at the Rating Agencies and the NIMS Insurer. In addition, with the prior written consent sole option of the Master Servicer and the NIMS Insurer, the Seller may terminate this Agreement with respect to all (but not less than all) of the Mortgage LoansOwner, without cause, provided that the Seller gives the Servicer upon 30 days’ notice prior to any such termination, but in no event shall such termination occur prior to the Closing Datedays written notice. Any such notice of termination shall be in writing and delivered to the Servicer, the Master Servicer, the Trustee and the NIMS Insurer Servicer by registered mail to the address set forth in Section 9.03at the beginning of this Agreement. The Seller Owner and the Servicer shall comply with the termination procedures set forth in Section 9.01 hereof. All unreimbursed Option One Servicing FeesSections 10.01 and 10.03 hereof and the procedures set forth below, Servicing Advances and Monthly Advances still owing provided that, in the event the Owner terminates this Agreement without cause in accordance with subclause (iii) above, the Owner shall pay the Servicer shall be deducted by the Servicer from the final remittance a termination fee equal to (A) with respect to fixed rate Mortgage Loans, 1.875% of the funds aggregate unpaid principal balance of the fixed rate Mortgage Loans as of such termination date and (B) with respect to ARM Mortgage Loans, 1.50% of the successor servicer. Should aggregate unpaid principal balance of the ARM Mortgage Loans as of such funds be insufficient to pay for all unreimbursed Option One Servicing Fees, Servicing Advances or Monthly Advances, the Seller shall reimburse the Servicer within five (5) days upon receipt of an invoice from the Servicer without right of reimbursement from the Trust Fundtermination date. In connection with any such termination pursuant referred to in clause (ii) of the first sentence of this Section 8.02(a), all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid at the time of such termination by the Trust Fund. Upon a termination of the Servicer for cause pursuant to Section 8.01, all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid by the Trust Fund as such amounts are received from the related Mortgage Loans. In connection with any termination without cause pursuant to the second sentence of this Section 8.02(a)or (iii) above, the Seller or successor servicer Owner will be responsible for reimbursing the Servicer for all unreimbursed out-of-pocket Servicing Advances, Monthly Advances and Option One Servicing Fees within 15 Business Days following the date of termination and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing servicing. Notwithstanding and in addition to the foregoing, in the event that (i) a Mortgage Loan becomes delinquent for a period of 90 days or more (a "Delinquent Mortgage Loan") or (ii) a Mortgage Loan becomes an REO Property, the Owner may at its election terminate this Agreement (a) with respect to such Delinquent Mortgage Loan or (b) REO Property, in each case, upon 15 days' written notice to the time Servicer. In the event of such transfer of servicing ifelection, and only if, funds in the Collection Account are not sufficient to Owner shall reimburse the Servicer for all such unreimbursed fees out-of-pocket Servicing Advances and advances. Any invoices received by Monthly Advances on the Servicer after date of termination will be forwarded and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing, including, but not limited to, costs associated with the transfer of the related files to the Seller, which such Seller or successor servicer shall pay within five (5) Business Days upon receipt from the ServicerOwner's designee. (b) In the event that the Servicer decides to terminate its obligations under this Agreement as set forth in clause (ii) of Section 8.02(a), the Servicer agrees that it will continue to service the Mortgage Loans beyond the prescribed termination date until such time as the Master Servicer, using reasonable commercial efforts, is able to appoint a successor servicer acceptable to the NIMS Insurer and otherwise meeting the characteristics of Sections 7.01 and 9.01.

Termination Without Cause. (a) This Agreement shall terminate upon: (i) the later of (a) the distribution of the final payment or liquidation proceeds on the last Mortgage Loan to the Master Owner (or advances by the Servicer or Trust Fundfor the same), and (b) the disposition of all REO Property acquired upon foreclosure of the last Mortgage Loan and the remittance of all funds due hereunder hereunder, or (ii) mutual consent of the Servicer and the Master Servicer Owner in writing, provided such termination is also acceptable to writing or (iii) at the Rating Agencies and the NIMS Insurer. In addition, with the prior written consent sole option of the Master Servicer and the NIMS Insurer, the Seller may terminate this Agreement with respect to all (but not less than all) of the Mortgage LoansOwner, without cause, provided that the Seller gives the Servicer upon 30 days’ notice prior to any such termination, but in no event shall such termination occur prior to the Closing Datedays written notice. Any such notice of termination shall be in writing and delivered to the Servicer, the Master Servicer, the Trustee and the NIMS Insurer Servicer by registered mail to the address set forth in Section 9.03at the beginning of this Agreement. The Seller Owner and the Servicer shall comply with the termination procedures set forth in Section 9.01 hereof. All unreimbursed Option One Servicing FeesSections 10.01 and 10.03 hereof and the procedures set forth below, Servicing Advances and Monthly Advances still owing provided that, in the event the Owner terminates this Agreement without cause in accordance with subclause (iii) above, the Owner shall pay the Servicer shall be deducted by the Servicer from the final remittance a termination fee equal to (A) with respect to fixed rate Mortgage Loans, 2.0% of the funds aggregate unpaid principal balance of the fixed rate Mortgage Loans as of such termination date and (B) with respect to ARM Mortgage Loans, 2.0% of the successor servicer. Should aggregate unpaid principal balance of the ARM Mortgage Loans as of such funds be insufficient to pay for all unreimbursed Option One Servicing Fees, Servicing Advances or Monthly Advances, the Seller shall reimburse the Servicer within five (5) days upon receipt of an invoice from the Servicer without right of reimbursement from the Trust Fundtermination date. In connection with any such termination pursuant referred to in clause (ii) of the first sentence of this Section 8.02(a), all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid at the time of such termination by the Trust Fund. Upon a termination of the Servicer for cause pursuant to Section 8.01, all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid by the Trust Fund as such amounts are received from the related Mortgage Loans. In connection with any termination without cause pursuant to the second sentence of this Section 8.02(a)or (iii) above, the Seller or successor servicer Owner will be responsible for reimbursing the Servicer for all unreimbursed out-of-pocket Servicing Advances, Advances and Monthly Advances and Option One Servicing Fees within 15 Business Days following the date of termination and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing servicing. Notwithstanding and in addition to the foregoing, in the event that (i) a Mortgage Loan becomes delinquent for a period of 90 days or more (a "Delinquent Mortgage Loan") or (ii) a Mortgage Loan becomes an REO Property, the Owner may at its election terminate this Agreement with respect to such Delinquent Mortgage Loan or REO Property upon 15 days' written notice to the time Servicer. In the event of such transfer of servicing ifelection, and only if, funds in the Collection Account are not sufficient to Owner shall reimburse the Servicer for all such unreimbursed fees out-of-pocket Servicing Advances and advances. Any invoices received by Monthly Advances within 15 Business Days following the Servicer after date of termination will be forwarded and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing, including, but not limited to, costs associated with the transfer of the related files to the Seller, which such Seller or successor servicer shall pay within five (5) Business Days upon receipt from the ServicerOwner's designee. (b) In the event that the Servicer decides to terminate its obligations under this Agreement as set forth in clause (ii) of Section 8.02(a), the Servicer agrees that it will continue to service the Mortgage Loans beyond the prescribed termination date until such time as the Master Servicer, using reasonable commercial efforts, is able to appoint a successor servicer acceptable to the NIMS Insurer and otherwise meeting the characteristics of Sections 7.01 and 9.01.

Termination Without Cause. (a) This Agreement shall terminate upon: (i) the later of (a) the distribution of the final payment or liquidation proceeds on the last Mortgage Loan to the Master Owner (or advances by the Servicer or Trust Fundfor the same), and (b) the disposition of all REO Property acquired upon foreclosure of the last Mortgage Loan and the remittance of all funds due hereunder hereunder, or (ii) mutual consent of the Servicer Servicer, ▇▇▇▇▇▇ Capital and the Master Servicer in writing, provided such termination is also acceptable to writing or (iii) at the Rating Agencies and the NIMS Insurer. In addition, with the prior written consent sole option of the Master Servicer and the NIMS Insurer, the Seller may terminate this Agreement with respect to all (but not less than all) of the Mortgage Loans▇▇▇▇▇▇ Capital, without cause, provided that the Seller gives the Servicer upon 30 days’ notice prior to any such termination, but in no event shall such termination occur prior to the Closing Datedays written notice. Any such notice of termination shall be in writing and delivered to the Servicer, the Master Servicer, the Trustee and the NIMS Insurer Servicer by registered mail to the address set forth in Section 9.03at the beginning of this Agreement. The Seller Master Servicer, the Trustee and the Servicer shall comply with the termination procedures set forth in Section 9.01 hereof. All unreimbursed Option One Servicing FeesSections 10.01 and 10.03 hereof and the procedures set forth below, Servicing Advances and Monthly Advances still owing provided that, in the event ▇▇▇▇▇▇ Capital terminates this Agreement without cause in accordance with subclause (iii) above, ▇▇▇▇▇▇ Capital shall pay the Servicer shall be deducted by the Servicer from the final remittance a termination fee equal to 2.0% of the funds to aggregate unpaid balance of the successor servicer. Should Mortgage Loans as of such funds be insufficient to pay for all unreimbursed Option One Servicing Fees, Servicing Advances or Monthly Advances, the Seller shall reimburse the Servicer within five (5) days upon receipt of an invoice from the Servicer without right of reimbursement from the Trust Fundtermination date. In connection with any such termination pursuant referred to in clause (ii) of the first sentence of this Section 8.02(a)or (iii) above, all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid at the time of such termination by the Trust Fund. Upon a termination of the Servicer for cause pursuant to Section 8.01, all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid by the Trust Fund as such amounts are received from the related Mortgage Loans. In connection with any termination without cause pursuant to the second sentence of this Section 8.02(a), the Seller or successor servicer ▇▇▇▇▇▇ Capital will be responsible for reimbursing the Servicer for all unreimbursed out-of-pocket Servicing Advances, Monthly Advances and Option One Servicing Fees within 15 Business Days following the date of termination and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing servicing. Notwithstanding and in addition to the foregoing, in the event that (i) a Mortgage Loan becomes delinquent for a period of 90 days or more (a "Delinquent Mortgage Loan") or (ii) a Mortgage Loan becomes an REO Property, ▇▇▇▇▇▇ Capital may at its election terminate this Agreement (a) with respect to such Delinquent Mortgage Loan or (b) REO Property, in each case, upon 15 days' written notice to the time Servicer. In the event of such transfer of servicing ifelection, and only if, funds in the Collection Account are not sufficient to ▇▇▇▇▇▇ Capital shall reimburse the Servicer for all such unreimbursed fees out-of-pocket Servicing Advances and advancesMonthly Advances on the date of termination and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing, including, but not limited to, costs associated with the transfer of the related files to the Owner's designee. Section 10.01 (Successor to the Servicer) is hereby amended in its entirety to read as follows: Simultaneously with the termination of the Servicer's responsibilities and duties under this Agreement (a) pursuant to Sections 6.02, 7.03, 8.03, 9.01 or 9.02, the Master Servicer shall, in accordance with the provisions of the Trust Agreement (i) succeed to and assume all of the Servicer's responsibilities, rights, duties and obligations under this Agreement, or (ii) appoint a successor servicer meeting the eligibility requirements of this Agreement set forth in Sections 8.01(i) and (ii) and which shall succeed to all rights and assume all of the responsibilities, duties and liabilities of the Servicer under this Agreement with the termination of the Servicer's responsibilities, duties and liabilities under this Agreement. Any invoices received by successor to the Servicer after termination will that is not at that time a Servicer of other mortgage loans for the Trust Fund shall be forwarded subject to the Sellerapproval of the Master Servicer, which ▇▇▇▇▇▇ Capital, the Trustee and each Rating Agency (as such Seller or term is defined in the Trust Agreement). Unless the successor servicer is at that time a Servicer of other mortgage loans for the Trust Fund, each Rating Agency must deliver to the Trustee a letter to the effect that such transfer of servicing will not result in a qualification, withdrawal or downgrade of the then-current rating of any of the Certificates. In connection with such appointment and assumption, the Master Servicer or the Depositor, as applicable, may make such arrangements for the compensation of such successor out of payments on the Mortgage Loans as it and such successor shall pay within five (5) Business Days upon receipt from agree; provided, however, that no such compensation shall be in excess of that permitted the Servicer. (b) Servicer under this Agreement. In the event that the Servicer decides to terminate its obligations Servicer's duties, responsibilities and liabilities under this Agreement as set forth in clause (ii) of Section 8.02(a)should be terminated pursuant to the aforementioned sections, the Servicer agrees shall discharge such duties and responsibilities during the period from the date it acquires knowledge of such termination until the effective date thereof with the same degree of diligence and prudence which it is obligated to exercise under this Agreement, and shall take no action whatsoever that might impair or prejudice the rights or financial condition of its successor. The resignation or removal of the Servicer pursuant to the aforementioned sections shall not become effective until a successor shall be appointed pursuant to this Section 10.01 and shall in no event relieve the Servicer of the representations and warranties made pursuant to Section 6.01 and the remedies available to the Trustee under Sections 6.02 and 7.03, it will continue being understood and agreed that the provisions of such Sections 6.01, 6.02 and 7.03 shall be applicable to service the Mortgage Loans beyond Servicer notwithstanding any such resignation or termination of the prescribed Servicer, or the termination date until of this Agreement. Within a reasonable period of time, but in no event longer than 30 days of the appointment of a successor entity, the Servicer shall prepare, execute and deliver to the successor entity any and all documents and other instruments, place in such time as successor's possession all Servicing Files, and do or cause to be done all other acts or things necessary or appropriate to effect the purposes of such notice of termination. The Servicer shall cooperate with the Trustee and the Master Servicer, using as applicable, and such successor in effecting the termination of the Servicer's responsibilities and rights hereunder and the transfer of servicing responsibilities to the successor Servicer, including without limitation, the transfer to such successor for administration by it of all cash amounts which shall at the time be credited by the Servicer to the Custodial Account or any Escrow Account or thereafter received with respect to the Mortgage Loans. Any successor appointed as provided herein shall execute, acknowledge and deliver to the Trustee, the Servicer and the Master Servicer an instrument (i) accepting such appointment, wherein the successor shall make the representations and warranties set forth in Section 6.01 and (ii) an assumption of the due and punctual performance and observance of each covenant and condition to be performed and observed by the Servicer under this Agreement, whereupon such successor shall become fully vested with all the rights, powers, duties, responsibilities, obligations and liabilities of the Servicer, with like effect as if originally named as a party to this Agreement. Any termination or resignation of the Servicer or termination of this Agreement pursuant to Sections 10.01 shall not affect any claims that the Master Servicer or the Trustee may have against the Servicer arising out of the Servicer's actions or failure to act prior to any such termination or resignation. The Servicer shall deliver (i) within three (3) Business Days to the successor Servicer the funds in the Custodial Account and Escrow Account and (ii) within 30 Business Days all Mortgage Loan Documents and related documents and statements held by it hereunder and the Servicer shall account for all funds and shall execute and deliver such instruments and do such other things as may reasonably be required to more fully and definitively vest in the successor all such rights, powers, duties, responsibilities, obligations and liabilities of the Servicer. Upon a successor's acceptance of appointment as such, the Servicer shall notify the Trustee and Master Servicer of such appointment in accordance with the notice procedures set forth herein. Except as otherwise provided in this Agreement, all reasonable commercial effortscosts and expenses incurred in connection with any transfer of servicing hereunder as a result of a termination of the Servicer for cause pursuant to Section 9.01 of the Agreement, is able to appoint including, without limitation, the costs and expenses of the Master Servicer or any other Person in appointing a successor servicer acceptable servicer, or of the Master Servicer in assuming the responsibilities of the Servicer hereunder, or of transferring the Servicing Files and the other necessary data to the NIMS Insurer successor servicer shall be paid by the terminated, removed or resigning Servicer from its own funds without reimbursement. 36. The parties hereto acknowledge that Section 10.02 (Closing), Section 10.03 (Closing Documents), Section 10.07 (Notices) and otherwise meeting the characteristics of Sections 7.01 and 9.01Section 10.16 (Exhibits) are inapplicable to this Agreement.

Termination Without Cause. (a) This Agreement shall terminate upon: (i) the later of (a) the distribution of the final payment or liquidation proceeds on the last Mortgage Loan to the Master Servicer (or Trust Fundadvances by the Servicer for the same), and (b) the disposition of all REO Property acquired upon foreclosure of the last Mortgage Loan and the remittance of all funds due hereunder hereunder, or (ii) mutual consent of the Servicer Servicer, each Seller (with respect to its related Mortgage Loans) and the Master Servicer in writing, writing provided such termination is also acceptable to the Rating Agencies and the NIMS Insurer. In addition, with the prior written consent of the Master Servicer and the NIMS Insurer, the Seller may terminate this Agreement Insurer or (iii) with respect to some or all (but not less than all) of the Mortgage Loans, at the sole option of each Seller (with respect to its related Mortgage Loans), without cause, provided that the Seller gives the Servicer upon 30 days’ notice prior to any such terminationdays written notice, but in no event shall such termination occur prior subject to the Closing Datelimitations set forth below. Any such notice of termination shall be in writing and delivered to the ServicerTrustee, the Master Servicer, the Trustee NIMS Insurer and the NIMS Insurer Servicer by registered mail to the address set forth in Section 9.039.04 of this Agreement. The Seller and the Servicer shall comply with the termination procedures set forth in Section Sections 8.01, 8.02 and 9.01 hereof. All unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing The Master Servicer or the Trustee shall have no right to terminate the Servicer shall be deducted by pursuant to Section 8.02. In the Servicer from the final remittance of the funds to the successor servicer. Should such funds be insufficient to pay for all unreimbursed Option One Servicing Fees, Servicing Advances or Monthly Advances, the event either Seller shall reimburse the Servicer within five (5) days upon receipt of an invoice from terminates the Servicer without right of reimbursement from the Trust Fund. In connection cause with any termination pursuant respect to clause (ii) some or all of the first sentence of this Mortgage Loans in accordance with Section 8.02(a8.02(iii), all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing (x) such Seller shall be required to pay to the Servicer a Termination Fee in an amount equal to the product of the Termination Fee Rate and the outstanding principal balance of the terminated Mortgage Loans as of the date of such termination; provided, that no Termination Fee shall be paid at the time of such termination by the Trust Fund. Upon a termination of the Servicer for cause pursuant to Section 8.01, all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid by the Trust Fund as such amounts are received from the related Mortgage Loans. In connection or payable with any termination without cause pursuant respect to the second sentence unpaid principal balance of this Section 8.02(a), any terminated Distressed Mortgage Loan and (y) the Seller Master Servicer or a successor servicer will be responsible for reimbursing the Servicer for all unreimbursed out-of-pocket Servicing Advances, Monthly Advances and Option One Servicing Fees and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing at the time of such transfer of servicing if, and only if, funds in the Collection Account are not sufficient to shall reimburse the Servicer for all accrued and unpaid Servicing Fees and unreimbursed Servicing Advances upon the transfer of servicing to such unreimbursed fees and advances. Any invoices received by the Servicer after termination will be forwarded to the Seller, which such Seller or successor servicer shall pay within five (5) Business Days upon receipt from the Servicerservicer. (b) In the event that the Servicer decides to terminate its obligations under this Agreement as set forth in clause (ii) of Section 8.02(a), the Servicer agrees that it will continue to service the Mortgage Loans beyond the prescribed termination date until such time as the Master Servicer, using reasonable commercial efforts, is able to appoint a successor servicer acceptable to the NIMS Insurer and otherwise meeting the characteristics of Sections 7.01 and 9.01.

Termination Without Cause. (a) This Agreement shall terminate upon: (i) the later of (a) the distribution of the final payment or liquidation proceeds on the last Mortgage Loan to the Master Servicer (or Trust Fundadvances by the Servicer for the same), and (b) the disposition of all REO Property acquired upon foreclosure of the last Mortgage Loan and the remittance of all funds due hereunder or hereunder, (ii) mutual consent of the Servicer Servicer, the Seller and the Master Servicer in writing, writing provided such termination is also acceptable to the Rating Agencies and the NIMS Insurer. In addition, Insurer or (iii) with the prior written consent of the Master Servicer and the NIMS Insurer, Insurer at the Seller may terminate this Agreement with respect to all (but not less than all) discretion of the Mortgage Loans, without cause, provided that the Seller gives the Servicer Seller. Any such termination pursuant to clause (iii) above shall be with 30 days’ notice prior to any such terminationnotice, but in no event shall such termination occur prior to the Closing Date. Any such notice of termination shall be in writing and delivered to the Servicer, the Master Servicer, the Trustee NIMS Insurer and the NIMS Insurer Servicer by registered mail to the address addresses set forth in Section 9.039.03 of this Agreement. The Seller and the Servicer shall comply with the termination procedures set forth in Section Sections 7.03, 8.01 and 9.01 hereof. All unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing Neither the Master Servicer nor the NIMS Insurer shall have the right to terminate the Servicer shall be deducted by the Servicer from the final remittance of the funds to the successor servicer. Should such funds be insufficient to pay for all unreimbursed Option One Servicing Fees, Servicing Advances or Monthly Advances, the Seller shall reimburse the Servicer within five (5) days upon receipt of an invoice from the Servicer without right of reimbursement from the Trust Fund. In connection with any termination pursuant to clause (iiiii) of the first sentence of this Section 8.02(a). In connection with a termination by the Seller pursuant to clause (iii) of this Section 8.02, all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid at the time of reimbursed by such termination by the Trust Fund. Upon a termination of the Servicer for cause pursuant to Section 8.01, all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid by the Trust Fund as such amounts are received from the related Mortgage Loans. In connection with any termination without cause pursuant to the second sentence of this Section 8.02(a), the Seller or successor servicer will be responsible for reimbursing the Servicer for all unreimbursed out-of-pocket Servicing Advances, Monthly Advances and Option One Servicing Fees and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing at the time of such transfer of servicing if, and only if, funds in the Collection Account are not sufficient to reimburse the Servicer for all such unreimbursed fees and advancesservicing. Any All invoices received by the Servicer after termination will be forwarded to the Seller, which such Seller or the successor servicer shall pay for payment within five thirty (530) Business Days upon days of receipt from the Servicer. (b) In the event that the Servicer decides to terminate its obligations under this Agreement as set forth in clause (ii) of Section 8.02(a), the Servicer agrees that it will continue to service the Mortgage Loans beyond the prescribed termination date until such time as the Master Servicer, using reasonable commercial efforts, is able to appoint a successor servicer acceptable to the NIMS Insurer and otherwise meeting the characteristics of Sections 7.01 and 9.01.

Termination Without Cause. (a) This Agreement shall terminate upon: (i) the later of (a) the distribution of the final payment or liquidation proceeds on the last Mortgage Loan to the Master Servicer (or Trust Fundadvances by the Servicer for the same), and (b) the disposition of all REO Property acquired upon foreclosure of the last Mortgage Loan and the remittance of all funds due hereunder or hereunder, (ii) mutual consent of the Servicer Servicer, the Seller and the Master Servicer in writing, writing provided such termination is also acceptable to the Rating Agencies and the NIMS Insurer. In addition, or (iii) with the prior written consent of the Master Servicer and at the NIMS Insurer, the Seller may terminate this Agreement with respect to all (but not less than all) discretion of the Mortgage Loans, without cause, provided that the Seller gives the Servicer Seller. Any such termination pursuant to clause (iii) above shall be with 30 days’ notice prior to any such terminationnotice, but in no event shall such termination occur prior to the Closing Date. Any such notice of termination shall be in writing and delivered to the Servicer, the Master Servicer, the Trustee Servicer and the NIMS Insurer Servicer by registered mail to the address addresses set forth in Section 9.039.03 of this Agreement. The Seller and the Servicer shall comply with the termination procedures set forth in Section Sections 7.03, 8.01 and 9.01 hereof. All unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing The Master Servicer shall not have the right to terminate the Servicer shall be deducted by the Servicer from the final remittance of the funds to the successor servicer. Should such funds be insufficient to pay for all unreimbursed Option One Servicing Fees, Servicing Advances or Monthly Advances, the Seller shall reimburse the Servicer within five (5) days upon receipt of an invoice from the Servicer without right of reimbursement from the Trust Fund. In connection with any termination pursuant to clause (iiiii) of the first sentence of this Section 8.02(a), all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid at the time of such termination by the Trust Fund. Upon a termination of the Servicer for cause pursuant to Section 8.01, all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid by the Trust Fund as such amounts are received from the related Mortgage Loans. In connection with any a termination without cause by the Seller pursuant to the second sentence clause (iii) of this Section 8.02(a), the Servicer shall be reimbursed by the Seller or successor servicer will be responsible for reimbursing the Servicer for all unreimbursed out-of-pocket Servicing Advances, Monthly Advances and Option One Servicing Fees and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing at the time of such transfer of servicing if, and only if, funds in the Collection Account are not sufficient to reimburse the Servicer for all such unreimbursed fees and advancesservicing. Any All invoices received by the Servicer after termination will be forwarded to the Seller, which such Seller or the successor servicer shall pay for payment within five thirty (530) Business Days upon days of receipt from the Servicer. (b) In the event that the Servicer decides to terminate its obligations under this Agreement as set forth in clause (ii) of Section 8.02(a), the Servicer agrees that it will continue to service the Mortgage Loans beyond the prescribed termination date until such time as the Master Servicer, using reasonable commercial efforts, is able to appoint a successor servicer acceptable to the NIMS Insurer and otherwise meeting the characteristics of Sections 7.01 and 9.01.

Termination Without Cause. (a) This Agreement shall terminate upon: (i) the later of (a) the distribution of the final payment or liquidation proceeds on the last Mortgage Loan to the Master Servicer or Trust Fund, and (b) the disposition of all REO Property acquired upon foreclosure of the last Mortgage Loan and the remittance of all funds due hereunder or (ii) mutual consent of the Servicer and the Master Servicer in writing, provided such termination is also acceptable to the Rating Agencies and the NIMS Insurer. In addition, with the prior written consent of the Master Servicer and the NIMS Insurer, the Seller may terminate this Agreement with respect to all (but not less than all) of the Mortgage LoansThe Manager may, without cause, provided that the Seller gives the Servicer 30 days’ notice prior to any such terminationterminate this Agreement, but in no event shall such termination occur prior to the Closing Date. Any such notice of termination shall be in writing and delivered upon providing a Termination Notice to the Servicer, but only as and in accordance with the Master Servicer, the Trustee and the NIMS Insurer by registered mail to the address provisions set forth in Section 9.03. The Seller and on Schedule 6 as the Servicer shall comply with the termination procedures set forth in Section 9.01 hereof. All unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall same may be deducted amended from time to time by the Servicer from Manager (without the final remittance of the funds to the successor servicer. Should such funds be insufficient to pay for all unreimbursed Option One Servicing Fees, Servicing Advances or Monthly Advances, the Seller shall reimburse the Servicer within five (5Initial Member’s consent) days upon receipt of an invoice from the Servicer without right of reimbursement from the Trust Fund. In connection with any termination pursuant to clause (ii) of the first sentence of this Section 8.02(a), all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid at the time of such termination by the Trust Fund. Upon a termination of the Servicer for cause pursuant to Section 8.01, all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid by the Trust Fund as such amounts are received from the related Mortgage Loans. In connection with any termination without cause pursuant to the second sentence of this Section 8.02(a), the Seller or successor servicer will be responsible for reimbursing the Servicer for all unreimbursed out-of-pocket Servicing Advances, Monthly Advances and Option One Servicing Fees and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing at the time of such transfer of servicing if, and only if, funds in the Collection Account are not sufficient to reimburse the Servicer for all such unreimbursed fees and advances. Any invoices received by the Servicer after termination will be forwarded to the Seller, which such Seller or successor servicer shall pay within five (5) Business Days upon receipt from the Servicer. (b) In The Servicer may, at any time after the event that first anniversary of the Effective Date and thereafter, without cause, terminate this Agreement. No termination of this Agreement by the Servicer decides shall be effective unless the Servicer delivers to the Manager, with a copy to the Purchase Money Notes Guarantor and the Initial Member, a Termination Notice, which for the purpose of this Section 7.3(b) shall be a notice of the Servicer’s intent to terminate its obligations this Agreement. Such Termination Notice shall be provided at least sixty (60) days prior to any date specified by the Servicer as the date of termination of the Servicer’s Obligations under this Agreement as set forth in clause Agreement. Notwithstanding the foregoing, such Termination Notice shall not be effective unless the Termination Notice contains confirmation of the intent and obligation of the Servicer to continue to perform its Servicing Obligations until the earlier of (i) ninety (90) days after the Termination Notice is given and (ii) such other date on which the Servicing Obligations are transferred to a successor Servicer in an orderly manner. Servicer shall cooperate fully and completely with the transition of Section 8.02(a), the Servicer agrees that it will continue Servicing Obligations to service the Mortgage Loans beyond the prescribed termination date until such time as the Master a successor Servicer, using reasonable commercial effortsto be designated by the Manager, is able in order to appoint a successor servicer acceptable assure an orderly transfer. The Servicer issuing the Termination Notice shall be liable for all costs associated with the transfer of Servicing Obligations to the NIMS Insurer successor Servicer, including but not limited to the costs of transporting the servicing files and otherwise meeting the characteristics provision of Sections 7.01 and 9.01any notices to Borrowers.

Termination Without Cause. (a) This Agreement shall terminate upon: (i) the later of (a) the distribution of the final payment or liquidation proceeds on the last Mortgage Loan to the Master Servicer (or Trust Fundadvances by the Servicer for the same), and (b) the disposition of all REO Property acquired upon foreclosure of the last Mortgage Loan and the remittance of all funds due hereunder hereunder, or (ii) mutual consent of the Servicer Servicer, the Seller and the Master Servicer in writing, writing provided such termination is also acceptable to the Rating Agencies and and, at its request, the NIMS Insurer. In addition, with the prior written consent of the Master Servicer and the NIMS Insurer, the Seller may terminate this Agreement Insurer or (iii) with respect to some or all (but not less than all) of the Mortgage Loans, at the sole option of the Seller, without cause, provided that the Seller gives the Servicer 30 days’ notice prior to any such terminationupon sixty (60) days written notice, but in no event shall such termination occur prior subject to the Closing Datelimitations set forth below. Any such notice of termination shall be in writing and delivered to the ServicerTrustee, the Master Servicer, the Trustee NIMS Insurer and the NIMS Insurer Servicer by registered mail to the address set forth in Section 9.039.04 of this Agreement. The Seller and the Servicer shall comply with the termination procedures set forth in Section Sections 8.01, 8.02 and 9.01 hereof. All unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing In the event the Seller terminates the Servicer shall be deducted by the Servicer from the final remittance without cause with respect to some or all of the funds to the successor servicer. Should such funds be insufficient to pay for all unreimbursed Option One Servicing Fees, Servicing Advances or Monthly AdvancesMortgage Loans in accordance with Section 8.02(iii) above, the Seller shall reimburse be required to pay to the Servicer within five (5) days upon receipt of an invoice from the Servicer without right of reimbursement from the Trust Fund. In connection with any termination pursuant to clause (ii) of the first sentence of this Section 8.02(a), all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid at the time of such termination by the Trust FundTermination Fee. Upon a termination of the Servicer for cause pursuant to this Section 8.018.02, all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing at the time of the transfer of servicing hereunder the Servicer shall be paid by the Trust Fund as such amounts are received from Termination Fee and be reimbursed in full for all previously unreimbursed Monthly Advances, Servicing Advances and unpaid Servicing Fees; provided that the related Mortgage Loans. In connection with any termination without cause pursuant Servicer shall deliver to the second sentence of this Section 8.02(a), Master Servicer and the Seller or successor servicer will be responsible for reimbursing the Servicer for all unreimbursed out-of-pocket Servicing Advances, reasonably acceptable documentation documenting such Monthly Advances and Option One Servicing Fees and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing at the time of such transfer of servicing if, and only if, funds in the Collection Account are not sufficient to reimburse the Servicer for all such unreimbursed fees and advances. Any invoices received by the Servicer after termination will be forwarded to the Seller, which such Seller or successor servicer shall pay within five (5) Business Days upon receipt from the ServicerAdvances. (b) In the event that the Servicer decides to terminate its obligations under this Agreement as set forth in clause (ii) of Section 8.02(a), the Servicer agrees that it will continue to service the Mortgage Loans beyond the prescribed termination date until such time as the Master Servicer, using reasonable commercial efforts, is able to appoint a successor servicer acceptable to the NIMS Insurer and otherwise meeting the characteristics of Sections 7.01 and 9.01.

Termination Without Cause. (a) This Agreement shall terminate upon: (i) the later of (a) the distribution of the final payment or liquidation proceeds on the last Mortgage Loan to the Master Servicer or Trust Fund, and (b) the disposition of all REO Property acquired upon foreclosure of the last Mortgage Loan and the remittance of all funds due hereunder or (ii) mutual consent of the Servicer and the Master Servicer in writing, provided such termination is also acceptable to the Rating Agencies and the NIMS Insurer. In addition, with the prior written consent of the Master Servicer and the NIMS Insurer, the Seller may terminate this Agreement with respect to all (but not less than all) of the Mortgage Loans, without cause, provided provided, that the Seller gives the Servicer 30 days’ notice prior to any such termination, but in no event shall such termination occur prior to the Closing Date. Any such notice of termination shall be in writing and delivered to the Servicer, the Master Servicer, the Trustee and the NIMS Insurer by registered mail to the address set forth in Section 9.03. The Seller and the Servicer shall comply with the termination procedures set forth in Section 9.01 hereof. All unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be deducted by the Servicer from the final remittance of the funds to the successor servicer. Should such funds be insufficient to pay for all unreimbursed Option One Servicing Fees, Servicing Advances or Monthly Advances, the Seller shall reimburse the Servicer within five (5) days upon receipt of an invoice from the Servicer without right of reimbursement from the Trust Fund. In connection with any termination pursuant to clause (ii) of the first sentence of this Section 8.02(a), all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid at the time of such termination by the Trust Fund. Upon a termination of the Servicer for cause pursuant to Section 8.01, all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid by the Trust Fund as such amounts are received from the related Mortgage Loans. In connection with any termination without cause pursuant to the second sentence of this Section 8.02(a), the Seller or successor servicer will be responsible for reimbursing the Servicer for all unreimbursed out-of-pocket Servicing Advances, Monthly Advances and Option One Servicing Fees and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing at the time of such transfer of servicing if, and only if, funds in the Collection Account are not sufficient to reimburse the Servicer for all such unreimbursed fees and advances. Any invoices received by the Servicer after termination will be forwarded to the Seller, which such Seller or successor servicer shall pay within five (5) Business Days upon receipt from the Servicer. (b) In the event that the Servicer decides to terminate its obligations under this Agreement as set forth in clause (ii) of Section 8.02(a), the Servicer agrees that it will continue to service the Mortgage Loans beyond the prescribed termination date until such time as the Master Servicer, using reasonable commercial efforts, is able to appoint a successor servicer acceptable to the NIMS Insurer and otherwise meeting the characteristics of Sections 7.01 and 9.01.

Termination Without Cause. (a) This Agreement shall terminate upon: (i) the later of (a) the distribution of the final payment or liquidation proceeds on the last Mortgage Securitized Loan to the Master Servicer or Trust Fundthe Trust, and (b) the disposition of all REO Property acquired upon foreclosure of the last Mortgage Securitized Loan and the remittance of all funds due hereunder or (ii) mutual consent of the Servicer and the Master Servicer in writing, provided such termination is also acceptable to the applicable Rating Agency or Rating Agencies and the NIMS NIMs Insurer. In addition, with the prior written consent of the Master Servicer and the NIMS NIMs Insurer, the Seller or its designee may terminate this Agreement with respect to all (but not less than all) of the Mortgage Securitized Loans, without cause, provided provided, that the Seller or its designee gives the Servicer 30 days’ notice prior to any such termination, but in no event shall such termination occur prior to the Closing Date' notice. Any such notice of termination shall be in writing and delivered to the Servicer, NIMs Insurer and the Master Servicer, the Trustee and the NIMS Insurer Servicer by registered mail to the address set forth in Section 9.03. The Seller or its designee and the Servicer shall comply with the termination procedures set forth in Section 9.01 hereof. All unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be deducted paid by the Servicer Seller or its designee or the successor servicer from the final remittance its own funds within 5 Business Days of the funds to the successor servicer. Should date of such funds be insufficient to pay for all unreimbursed Option One Servicing Fees, Servicing Advances or Monthly Advances, the Seller shall reimburse the Servicer within five (5) days upon receipt of an invoice from the Servicer termination without right of reimbursement from the Trust FundTrust. In connection with any termination pursuant to clause (ii) of the first sentence of this Section 8.02(a), all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid at the time of such termination by the Trust FundTrust. Upon a termination of the Servicer for cause pursuant to Section 8.01, all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid by the Trust Fund as such amounts are received from the related Mortgage Securitized Loans. In connection with any termination without cause pursuant to the second sentence of this Section 8.02(a), the Seller or its designee or the successor servicer will be responsible for reimbursing the Servicer for all unreimbursed out-of-pocket Servicing Advances, Monthly Advances and Option One Servicing Fees and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing at the time of such transfer of servicing if, and only if, funds in the Collection Account are not sufficient to reimburse the Servicer for all such unreimbursed fees and advancesservicing. Any invoices received by the Servicer after termination will be forwarded to the Seller, which such Seller or its designee, and the Seller or its designee or the successor servicer shall pay such invoices within five (5) Business Days upon receipt from the Servicer. (b) In the event that the Servicer decides to terminate its obligations under this Agreement as set forth in clause (ii) of Section 8.02(a), the Servicer agrees that it will continue to service the Mortgage Securitized Loans beyond the prescribed termination date until such time as the Master ServicerTrustee, using reasonable commercial efforts, is able to appoint appoint, with the consent of the NIMs Insurer, a successor servicer acceptable to the NIMS NIMs Insurer and the Master Servicer and otherwise meeting the characteristics of Sections 7.01 and 9.01.

Termination Without Cause. (a) This Agreement shall terminate upon: (i) the later of (a) the distribution of the final payment or liquidation proceeds on the last Mortgage Loan to the Master Servicer or Trust Fund, and (b) the disposition of all REO Property acquired upon foreclosure of the last Mortgage Loan and the remittance of all funds due hereunder or (ii) mutual consent of the Servicer and the Master Servicer in writing, provided such termination is also acceptable to the Rating Agencies and the NIMS Insurer. In addition, with the prior written consent of the Master Servicer and the NIMS Insurer, the Seller may terminate this Agreement with respect to all (but not less than all) of the Mortgage Loans, without cause, provided provided, that the Seller gives the Servicer 30 days’ notice prior to any such termination, but in no event shall such termination occur prior to the Closing Date. Any such notice of termination shall be in writing and delivered to the Servicer, the Master Servicer, the Trustee and the NIMS Insurer by registered mail to the address set forth in Section 9.03. The Seller and the Servicer shall comply with the termination procedures set forth in Section 9.01 hereof. In the case of Mortgage Loans which have been serviced by the Servicer under the Bank Servicing Agreement less than six months prior to the date of termination without cause under this Section 8.02, the termination fee to be paid by the Seller from its own funds without reimbursement for a termination of servicing without cause pursuant to this Section 8.02 shall be equal to $15.00 per Mortgage Loan, payable no later than five Business Days following the date of such termination. All unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be deducted by the Servicer from the final remittance of the funds to the successor servicer. Should such funds be insufficient to pay for all unreimbursed Option One Servicing Fees, Servicing Advances or Monthly Advances, the Seller shall reimburse the Servicer within five (5) days upon receipt of an invoice from the Servicer without right of reimbursement from the Trust Fund. In connection with any termination pursuant to clause (ii) of the first sentence of this Section 8.02(a), all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid at the time of such termination by the Trust Fund. Upon a termination of the Servicer for cause pursuant to Section 8.01, all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid by the Trust Fund as such amounts are received from the related Mortgage Loans. In connection with any termination without cause pursuant to the second sentence of this Section 8.02(a), the Seller or successor servicer will be responsible for reimbursing the Servicer for all unreimbursed out-of-pocket Servicing Advances, Monthly Advances and Option One Servicing Fees and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing at the time of such transfer of servicing if, and only if, funds in the Collection Account are not sufficient to reimburse the Servicer for all such unreimbursed fees and advances. Any invoices received by the Servicer after termination will be forwarded to the Seller, which such Seller or successor servicer shall pay within five (5) Business Days upon receipt from the Servicer. (b) In the event that the Servicer decides to terminate its obligations under this Agreement as set forth in clause (ii) of Section 8.02(a), the Servicer agrees that it will continue to service the Mortgage Loans beyond the prescribed termination date until such time as the Master Servicer, using reasonable commercial efforts, is able to appoint a successor servicer acceptable to the NIMS Insurer and otherwise meeting the characteristics of Sections 7.01 and 9.01.

Termination Without Cause. (a) This Agreement shall The Owner may, at its sole option, terminate upon: (i) the later of (a) the distribution of the final payment or liquidation proceeds on the last Mortgage Loan to the Master Servicer or Trust Fund, and (b) the disposition of all REO Property acquired upon foreclosure of the last Mortgage Loan and the remittance of all funds due hereunder or (ii) mutual consent of the Servicer and the Master Servicer in writing, provided such termination is also acceptable to the Rating Agencies and the NIMS Insurer. In addition, with the prior written consent of the Master Servicer and the NIMS Insurer, the Seller may terminate this Agreement with respect to some or all (but not less than all) of the Mortgage Loans, any rights the Servicer may have hereunder, without cause, provided upon sixty (60) days prior written notice and the payment to the Servicer of the purchase price paid by Servicer for the Servicing Rights with respect to each of the affected Mortgage Loans. It is understood and agreed that the Seller gives foregoing termination fee, and the “deboarding fee” included within the definition of Servicing Compensation, are intended to cover all of Servicer’s costs and expenses associated with the transfer of the servicing function upon termination pursuant to this Section 10.02(a) for the transfer responsibilities set forth on Exhibit I hereto, including without limitation, the forwarding by Servicer to any successor servicer, by overnight mail for the thirty (30) day period immediately following the transfer and thereafter by respect to the Mortgage Loan or the Mortgaged Property. The termination fee shall not cover the costs of (1) any MERS transfer fee, necessitated by or payable in connection with the transfer of the servicing function, or (2) retrieval and physical delivery of the Mortgage Loan Servicing Files to the successor servicer by a vendor selected by the Owner. Such costs shall be payable by the Owner. Notwithstanding anything contained herein to the contrary, in the event that there are costs and expenses associated with such transfer of the servicing function in addition to those costs and expenses associated with the Servicer 30 days’ notice prior responsibilities set forth in Exhibit I and with the Owner responsibilities set forth in this Section 10.02, the parties agree to any negotiate in good faith to allocate responsibility for such costs and expenses in a fair and reasonable manner. Upon such termination, but in no event shall such termination occur prior any right of the Servicer to the Closing DateServicing Compensation with respect to the affected Mortgage Loans shall terminate on the Effective Termination Date (as defined below), except as otherwise provided herein. Any such notice of termination shall be in writing and delivered to the Servicer, the Master Servicer, the Trustee and the NIMS Insurer Servicer by registered mail to the address set forth Owner as provided in Section 9.0311.07 of this Agreement. The Seller Owner shall not adversely select the Mortgage Loans with respect to which this Agreement is terminated such that the costs and burdens of servicing pursuant to this Agreement are materially increased. Termination pursuant to this Section 10.02(a) shall be effective on the date on which the Servicer shall comply with the termination procedures set forth in Section 9.01 hereof. All unreimbursed Option One Servicing Feestransfers all responsibilities, Servicing Advances rights, duties and Monthly Advances still owing the Servicer shall be deducted by the Servicer from the final remittance of the funds obligations under this Agreement to the successor servicer. Should such funds be insufficient appointed pursuant to pay for all unreimbursed Option One Servicing Fees, Servicing Advances or Monthly Advances, the Seller shall reimburse the Servicer within five Section 11.01 and sixty (560) days upon receipt of an invoice from the Servicer without right date of reimbursement from the Trust Fund. In connection with any notice of termination pursuant to clause (ii) of the first sentence for purposes of this Section 8.02(a), all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid at the time of such termination by the Trust Fund. Upon a termination of the Servicer for cause pursuant to Section 8.01, all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid by the Trust Fund as such amounts are received from the related Mortgage Loans. In connection with any termination without cause pursuant to the second sentence of this Section 8.02(a)10.02(a) only, the Seller or successor servicer will be responsible for reimbursing the Servicer for all unreimbursed out-of-pocket Servicing Advances, Monthly Advances and Option One Servicing Fees and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing at the time of such transfer of servicing if, and only if, funds in the Collection Account are not sufficient to reimburse the Servicer for all such unreimbursed fees and advances. Any invoices received by the Servicer after termination will be forwarded to the Seller, which such Seller or successor servicer shall pay within five (5) Business Days upon receipt from the Servicer“Effective Termination Date.”). (b) Following twelve (12) months after the applicable Effective Date, Servicer may terminate, at its sole option, the Agreement with respect to some or all of the Mortgage Loans or REO Property, without cause. Such termination shall not become effective until the earlier of: (i) one hundred twenty (120) days after the date on which notice of termination is provided by the Servicer in writing and delivered to the Owner by registered mail, or (ii) a successor shall have assumed the Servicer’s responsibilities and obligations hereunder in the manner provided in Section 11.01. In the event the Servicer terminates the Agreement without cause with respect to some or all of the Mortgage Loans, the Owner shall not be required to pay to the Servicer the applicable deboarding fee included within the definition of Servicing Compensation and Servicer shall pay all its costs and expenses of transfer; provided, however, that the Servicer decides shall be entitled to reimbursement of the Servicing Advances in the same timeframe as if Servicer had not terminated this Agreement. (c) If Owner or its employees appear on or are members of any organization that appears on any government list, including, but not limited to, the Control List prepared by the Office of Foreign Assets Control (“OFAC”) of the Department of the Treasury, then Servicer may take all measures authorized under applicable law and may, by giving written notice thereof to Consultant, terminate its obligations under this Agreement as set forth upon the date specified in clause (ii) the notice, which date may be the date of Section 8.02(a), the Servicer agrees that it will continue to service the Mortgage Loans beyond the prescribed termination date until such time as the Master Servicer, using reasonable commercial efforts, is able to appoint a successor servicer acceptable to the NIMS Insurer and otherwise meeting the characteristics of Sections 7.01 and 9.01notice.

Termination Without Cause. (a) This Agreement shall terminate upon: (i) the later of (a) the distribution of the final payment or liquidation proceeds on the last Mortgage Securitized Loan to the Master Servicer or Trust Fundthe Trust, and (b) the disposition of all REO Property acquired upon foreclosure of the last Mortgage Securitized Loan and the remittance of all funds due hereunder or (ii) mutual consent of the Servicer and the Master Servicer in writing, provided such termination is also acceptable to the applicable Rating Agencies and the NIMS InsurerAgency or Rating Agencies. In addition, with the prior written consent of the Master Servicer and the NIMS InsurerServicer, the Seller or its designee may terminate this Agreement with respect to all (but not less than all) of the Mortgage Securitized Loans, without cause, provided provided, that the Seller or its designee gives the Servicer 30 days’ notice prior to any such termination, but in no event shall such termination occur prior to the Closing Date' notice. Any such notice of termination shall be in writing and delivered to the Servicer, Servicer and the Master Servicer, the Trustee and the NIMS Insurer Servicer by registered mail to the address set forth in Section 9.03. The Seller or its designee and the Servicer shall comply with the termination procedures set forth in Section Section 9.01 hereof. All unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be deducted paid by the Servicer Seller or its designee or the successor servicer from the final remittance its own funds within 5 Business Days of the funds to the successor servicer. Should date of such funds be insufficient to pay for all unreimbursed Option One Servicing Fees, Servicing Advances or Monthly Advances, the Seller shall reimburse the Servicer within five (5) days upon receipt of an invoice from the Servicer termination without right of reimbursement from the Trust FundTrust. In connection with any termination pursuant to clause (ii) of the first sentence of this Section 8.02(a), all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid at the time of such termination by the Trust FundTrust. Upon a termination of the Servicer for cause pursuant to Section 8.01, all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid by the Trust Fund as such amounts are received from the related Mortgage Securitized Loans. In connection with any termination without cause pursuant to the second sentence of this Section 8.02(a), the Seller or its designee or the successor servicer will be responsible for reimbursing the Servicer for all unreimbursed out-of-pocket Servicing Advances, Monthly Advances and Option One Servicing Fees and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing at the time of such transfer of servicing if, and only if, funds in the Collection Account are not sufficient to reimburse the Servicer for all such unreimbursed fees and advancesservicing. Any invoices received by the Servicer after termination will be forwarded to the Seller, which such Seller or its designee, and the Seller or its designee or the successor servicer shall pay such invoices within five (5) Business Days upon receipt from the Servicer. (b) In the event that the Servicer decides to terminate its obligations under this Agreement as set forth in clause (ii) of Section 8.02(a), the Servicer agrees that it will continue to service the Mortgage Securitized Loans beyond the prescribed termination date until such time as the Master ServicerTrustee, using reasonable commercial efforts, is able to appoint a successor servicer acceptable to and the NIMS Insurer Master Servicer and otherwise meeting the characteristics of Sections 7.01 and 9.01.

Termination Without Cause. (a) This Agreement shall terminate upon: (i) the later of (a) the distribution of the final payment or liquidation proceeds on the last Mortgage Loan to the Master Servicer (or Trust Fundadvances by the Servicer for the same), and (b) the disposition of all REO Property acquired upon foreclosure of the last Mortgage Loan and the remittance of all funds due hereunder hereunder, or (ii) mutual consent of the Servicer Servicer, the Seller and the Master Servicer in writing, provided such termination is also acceptable to the Rating Agencies and the NIMS Insurer. In addition, with the prior written consent of the Master Servicer and the NIMS Insurer, the Seller may terminate this Agreement Insurer or (iii) with respect to some or all (but not less than all) of the Mortgage Loans, at the sole option of the Seller, without cause, provided that the Seller gives the Servicer upon 30 days’ notice prior to any such terminationdays written notice, but in no event shall such termination occur prior subject to the Closing Datelimitations set forth below. Any such notice of termination shall be in writing and delivered to the Servicer, the Master Servicer, the Trustee NIMS Insurer and the NIMS Insurer Servicer by registered mail to the address set forth in Section 9.039.04 of this Agreement. The Seller and the Servicer shall comply with the termination procedures set forth in Section Sections 8.01, 8.02 and 9.01 hereof. All unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing The Master Servicer or the Trustee shall have no right to terminate the Servicer shall be deducted by pursuant to Section 8.02. In the event the Seller terminates the Servicer from the final remittance without cause with respect to some or all of the funds to the successor servicer. Should such funds be insufficient to pay for all unreimbursed Option One Servicing FeesMortgage Loans in accordance with Section 8.02(iii), Servicing Advances or Monthly Advances, (x) the Seller shall reimburse be required to pay to the Servicer within five (5) days upon receipt of a Termination Fee in an invoice from amount equal to the Servicer without right of reimbursement from the Trust Fund. In connection with any termination pursuant to clause (ii) product of the first sentence Termination Fee Rate and the outstanding principal balance of this Section 8.02(a), all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer terminated Mortgage Loans as of the date of such termination; provided that no Termination Fee shall be paid at the time of such termination by the Trust Fund. Upon a termination of the Servicer for cause pursuant to Section 8.01, all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid by the Trust Fund as such amounts are received from the related Mortgage Loans. In connection or payable with any termination without cause pursuant respect to the second sentence unpaid principal balance of this Section 8.02(a), any terminated Distressed Mortgage Loan and (y) the Seller Master Servicer or a successor servicer will be responsible for reimbursing the Servicer for all unreimbursed out-of-pocket Servicing Advances, Monthly Advances and Option One Servicing Fees and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing at the time of such transfer of servicing if, and only if, funds in the Collection Account are not sufficient to shall reimburse the Servicer for all accrued and unpaid Servicing Fees and unreimbursed Servicing Advances upon the transfer of servicing to such unreimbursed fees and advances. Any invoices received by the Servicer after termination will be forwarded to the Seller, which such Seller or successor servicer shall pay within five (5) Business Days upon receipt from the Servicerservicer. (b) In the event that the Servicer decides to terminate its obligations under this Agreement as set forth in clause (ii) of Section 8.02(a), the Servicer agrees that it will continue to service the Mortgage Loans beyond the prescribed termination date until such time as the Master Servicer, using reasonable commercial efforts, is able to appoint a successor servicer acceptable to the NIMS Insurer and otherwise meeting the characteristics of Sections 7.01 and 9.01.

Termination Without Cause. (a) This Agreement shall terminate upon: (i) the later of (a) the distribution of the final payment or liquidation proceeds on the last Mortgage Securitized Loan to the Master Servicer or Trust Fundthe Trust, and (b) the disposition of all REO Property acquired upon foreclosure of the last Mortgage Securitized Loan and the remittance of all funds due hereunder or (ii) mutual consent of the Servicer and the Master Servicer in writing, provided such termination is also acceptable to the applicable Rating Agency or Rating Agencies and the NIMS NIMs Insurer. In addition, with the prior written consent of the Master Servicer and the NIMS NIMs Insurer, the Seller or its designee may terminate this Agreement with respect to all (but not less than all) of the Mortgage Securitized Loans, without cause, provided provided, that the Seller or its designee gives the Servicer 30 days’ notice prior to any such termination, but in no event shall such termination occur prior to the Closing Datenotice. Any such notice of termination shall be in writing and delivered to the Servicer, NIMs Insurer and the Master Servicer, the Trustee and the NIMS Insurer Servicer by registered mail to the address set forth in Section 9.03. The Seller or its designee and the Servicer shall comply with the termination procedures set forth in Section 9.01 hereof. All unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be deducted paid by the Servicer Seller or its designee or the successor servicer from the final remittance its own funds within 5 Business Days of the funds to the successor servicer. Should date of such funds be insufficient to pay for all unreimbursed Option One Servicing Fees, Servicing Advances or Monthly Advances, the Seller shall reimburse the Servicer within five (5) days upon receipt of an invoice from the Servicer termination without right of reimbursement from the Trust FundTrust. In connection with any termination pursuant to clause (ii) of the first sentence of this Section 8.02(a), all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid at the time of such termination by the Trust FundTrust. Upon a termination of the Servicer for cause pursuant to Section 8.01, all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid by the Trust Fund as such amounts are received from the related Mortgage Securitized Loans. In connection with any termination without cause pursuant to the second sentence of this Section 8.02(a), the Seller or its designee or the successor servicer will be responsible for reimbursing the Servicer for all unreimbursed out-of-pocket Servicing Advances, Monthly Advances and Option One Servicing Fees and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing at the time of such transfer of servicing if, and only if, funds in the Collection Account are not sufficient to reimburse the Servicer for all such unreimbursed fees and advancesservicing. Any invoices received by the Servicer after termination will be forwarded to the Seller, which such Seller or its designee, and the Seller or its designee or the successor servicer shall pay such invoices within five (5) Business Days upon receipt from the Servicer. (b) In the event that the Servicer decides to terminate its obligations under this Agreement as set forth in clause (ii) of Section 8.02(a), the Servicer agrees that it will continue to service the Mortgage Securitized Loans beyond the prescribed termination date until such time as the Master ServicerTrustee, using reasonable commercial efforts, is able to appoint appoint, with the consent of the NIMs Insurer, a successor servicer acceptable to the NIMS NIMs Insurer and the Master Servicer and otherwise meeting the characteristics of Sections 7.01 and 9.01.

Termination Without Cause. (a) This Agreement shall terminate upon: (i) The Purchaser may terminate, at its sole option, any rights the later of (a) the distribution of the final payment or liquidation proceeds on the last Mortgage Loan to the Master Servicer or Trust Fund, and (b) the disposition of all REO Property acquired upon foreclosure of the last Mortgage Loan and the remittance of all funds due hereunder or (ii) mutual consent of the Servicer and the Master Servicer in writing, provided such termination is also acceptable to the Rating Agencies and the NIMS Insurer. In addition, with the prior written consent of the Master Servicer and the NIMS Insurer, the Seller Company may terminate this Agreement with respect to all (but not less than all) of the Mortgage Loanshave hereunder, without cause, upon sixty (60) days notice or as provided that the Seller gives the Servicer 30 days’ notice prior to any such termination, but in no event shall such termination occur prior to the Closing Datethis Section 11.02. Any such notice of termination shall be in writing and delivered to the Servicer, the Master Servicer, the Trustee and the NIMS Insurer Company by registered mail to the address set forth as provided in Section 9.0312.05. The Seller Purchaser and the Servicer shall comply with the termination procedures set forth in Section 9.01 12.01 hereof. All unreimbursed Option One Servicing FeesIn the event the Purchaser terminates the Company without cause with respect to some or all of the Mortgage Loans, Servicing Advances and Monthly Advances still owing the Servicer Company shall be deducted entitled to receive, as liquidated damages, upon the transfer of the servicing rights, an amount equal to the fair market value of such servicing rights based on the aggregate outstanding principal amount of the Mortgage Loans as of the termination date, plus all reasonable costs and expenses incurred by the Servicer from Company in managing the final remittance transfer of the funds servicing. The fair market value of the servicing rights shall be determined 66 based on the average of three bids made by experienced evaluators unaffiliated to the successor servicerPurchaser and the Company and chosen as follows: one by the Purchaser, one by the Company and one by mutual agreement. Should Notwithstanding and in addition to the foregoing, in the event that (i) a Mortgage Loan becomes delinquent for a period of ninety-one (91) days or more (a "Delinquent Mortgage Loan") or (ii) a Mortgage Loan becomes an REO Property, the Purchaser may at its election terminate this Agreement with respect to such funds be insufficient Delinquent Mortgage Loan or REO Property without payment of a termination fee therefor, upon fifteen (15) days' written notice to pay the Company, provided, that upon termination of the Agreement with respect to such Delinquent Mortgage Loan or REO Property, the Purchaser shall reimburse the Company for all unreimbursed Option One Servicing Fees, outstanding Servicing Advances or Monthly Advances, the Seller shall reimburse the Servicer within five (5) days upon receipt of an invoice from the Servicer without right of reimbursement from the Trust Fund. In connection with any termination pursuant to clause (ii) of the first sentence of this Section 8.02(a), all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid at the time of such termination by the Trust Fund. Upon a termination of the Servicer for cause pursuant to Section 8.01, all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid by the Trust Fund as such amounts are received from the related Mortgage Loans. In connection with any termination without cause pursuant to the second sentence of this Section 8.02(a), the Seller or successor servicer will be responsible for reimbursing the Servicer for all unreimbursed out-of-pocket Servicing Advances, Monthly Advances and Option One Servicing Fees and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing at the time of such transfer of servicing if, and only if, funds in the Collection Account are not sufficient to reimburse the Servicer for all such unreimbursed fees and advances. Any invoices received by the Servicer after termination will be forwarded to the Seller, which such Seller or successor servicer shall pay within five (5) Business Days upon receipt from the Servicer. (b) In the event that the Servicer decides to terminate its obligations under this Agreement as set forth in clause (ii) of Section 8.02(a), the Servicer agrees that it will continue to service the Mortgage Loans beyond the prescribed termination date until such time as the Master Servicer, using reasonable commercial efforts, is able to appoint a successor servicer acceptable to the NIMS Insurer and otherwise meeting the characteristics of Sections 7.01 and 9.01.

Termination Without Cause. (a) This Agreement shall terminate upon: (i) the later of (a) the distribution of the final payment or liquidation proceeds on the last Mortgage Loan to the Master Servicer or Trust Fund, and (b) the disposition of all REO Property acquired upon foreclosure of the last Mortgage Loan and the remittance of all funds due hereunder or (ii) mutual consent of the Servicer and the Master Servicer in writing, provided such termination is also acceptable to the Rating Agencies and the NIMS Insurer. In addition, with the prior written consent of the Master Servicer and the NIMS Insurer, the each Seller (with respect to its related Mortgage Loans) may terminate this Agreement with respect to all (but not less than all) of the Mortgage Loans, without cause, provided provided, that the each Seller (with respect to its related Mortgage Loans) gives the Servicer 30 days’ notice prior to any such termination, but in no event shall such termination occur prior to the Closing Date. Any such notice of termination shall be in writing and delivered to the Servicer, the Master Servicer, the Trustee and the NIMS Insurer by registered mail to the address set forth in Section 9.03. The Each Seller (with respect to its related Mortgage Loans) and the Servicer shall comply with the termination procedures set forth in Section 9.01 hereof. In the case of Mortgage Loans which have been serviced by the Servicer under the Bank Servicing Agreement less than six months prior to the date of termination without cause under this Section 8.02, the termination fee to be paid by each Seller (with respect to its related Mortgage Loans) from its own funds without reimbursement for a termination of servicing without cause pursuant to this Section 8.02 shall be equal to $15.00 per Mortgage Loan, payable no later than five Business Days following the date of such termination. All unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be deducted by the Servicer from the final remittance of the funds to the successor servicer. Should such funds be insufficient to pay for all unreimbursed Option One Servicing Fees, Servicing Advances or Monthly Advances, the Seller shall reimburse the Servicer within five (5) days upon receipt of an invoice from the Servicer without right of reimbursement from the Trust Fund. In connection with any termination pursuant to clause (ii) of the first sentence of this Section 8.02(a), all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid at the time of such termination by the Trust Fund. Upon a termination of the Servicer for cause pursuant to Section 8.01, all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid by the Trust Fund as such amounts are received from the related Mortgage Loans. In connection with any termination without cause pursuant to the second sentence of this Section 8.02(a), the each Seller (with respect to its related Mortgage Loans) or successor servicer will be responsible for reimbursing the Servicer for all unreimbursed out-of-pocket Servicing Advances, Monthly Advances and Option One Servicing Fees and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing at the time of such transfer of servicing if, and only if, funds in the Collection Account are not sufficient to reimburse the Servicer for all such unreimbursed fees and advances. Any invoices received by the Servicer after termination will be forwarded to the Sellereach Seller (with respect to its related Mortgage Loans), which such Seller or successor servicer shall pay within five (5) Business Days upon receipt from the Servicer. (b) In the event that the Servicer decides to terminate its obligations under this Agreement as set forth in clause (ii) of Section 8.02(a), the Servicer agrees that it will continue to service the Mortgage Loans beyond the prescribed termination date until such time as the Master Servicer, using reasonable commercial efforts, is able to appoint a successor servicer acceptable to the NIMS Insurer and otherwise meeting the characteristics of Sections 7.01 and 9.01.

Termination Without Cause. (a) This Agreement and the Seller’s rights hereunder with respect to some or all of the Mortgage Loans shall terminate upon: (i) the later of (a) the distribution of the final payment or liquidation proceeds on the last Mortgage Loan to the Master Servicer Purchaser (or Trust Fundadvances by the Seller for the same), and (b) the disposition of all REO Property acquired upon foreclosure of the last Mortgage Loan and the remittance of all funds due hereunder hereunder, or (ii) mutual consent of the Servicer Seller and the Master Servicer Purchaser in writing, provided such termination is also acceptable to writing or (iii) at the Rating Agencies and the NIMS Insurer. In addition, with the prior written consent sole option of the Master Servicer and the NIMS Insurer, the Seller may terminate this Agreement with respect to all (but not less than all) of the Mortgage LoansPurchaser, without cause, provided that the Seller gives the Servicer upon 30 days’ notice prior to any such terminationdays written notice, but in no event shall such termination occur prior subject to the Closing Datelimitations set forth below. Any such notice of termination shall be in writing and delivered to the Servicer, the Master Servicer, the Trustee and the NIMS Insurer Seller by registered mail to the address set forth in Section 9.03at the beginning of this Agreement. The Seller Purchaser and the Servicer Seller shall comply with the termination procedures set forth in Section 9.01 Sections 10.01 and 12.01 hereof. All unreimbursed Option One Servicing FeesIn the event the Purchaser terminates the Seller without cause with respect to some or all of the Mortgage Loans, Servicing Advances and Monthly Advances still owing the Servicer Purchaser shall be deducted by required to pay to the Servicer from the final remittance Seller a termination fee equal to 1.5% of the funds aggregate unpaid principal balance of such Mortgage Loans as of such termination date; provided, that no termination fee shall be paid or payable with respect to the successor servicerunpaid principal balance of any Distressed Mortgage Loan. Should Subject to the requirements set forth in this paragraph, the Seller may terminate this Agreement with respect to the servicing of those Mortgage Loans that are determined to be Distressed Mortgage Loans as of the Notice Date and servicing of such funds Mortgage Loans shall be insufficient transferred to pay the Special Servicer. The Seller shall be responsible for the delivery of all unreimbursed Option One Servicing Fees, Servicing Advances or Monthly Advancesrequired transfer notices and will send a copy of the transfer notice to the Master Servicer. Not later than the Business Day immediately following the Transfer Date, the Seller shall reimburse deliver to the Special Servicer, with respect to the Distressed Mortgage Loans that were transferred to the Special Servicer within five (5) days upon receipt of an invoice from the Servicer without right of reimbursement from the Trust Fund. In connection with any termination pursuant to clause (ii) of the first sentence of this Section 8.02(a)on such Transfer Date, all unreimbursed Option One related Servicing Fees, Servicing Advances Files and Monthly Advances still owing the Servicer shall be paid at the time of such termination by the Trust Fund. Upon a termination of the Servicer for cause pursuant to Section 8.01, all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid by the Trust Fund as such amounts are received from the related Mortgage Loans. In connection with any termination without cause pursuant to the second sentence of this Section 8.02(a), the Seller loan level tape or successor servicer will be responsible for reimbursing the Servicer for all unreimbursed outother electronic media containing loan set-of-pocket Servicing Advances, Monthly Advances and Option One Servicing Fees and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing at the time of such transfer of servicing if, and only if, funds up information in the Collection Account are not sufficient to reimburse the Servicer for all such unreimbursed fees and advances. Any invoices received by the Servicer after termination will be forwarded to the Seller, which such Seller or successor servicer shall pay within five (5) Business Days upon receipt from the Servicer. (b) In the event that the Servicer decides to terminate its obligations under this Agreement as set forth in clause (ii) of Section 8.02(a), the Servicer agrees that it will continue to service the Mortgage Loans beyond the prescribed termination date until such time as the Master Servicer, using reasonable commercial efforts, is able to appoint a successor servicer form reasonably acceptable to the NIMS Insurer and otherwise meeting the characteristics of Sections 7.01 and 9.01Special Servicer. No termination fee shall be payable to Seller with respect to Mortgage Loans that transfer to a Special Servicer.

Termination Without Cause. (a) This Agreement shall terminate upon: : (i) the later of (a) the distribution of the final payment or liquidation proceeds on the last Mortgage Loan to the Master Owner (or advances by the Servicer or Trust Fundfor the same), and (b) the disposition of all REO Property acquired upon foreclosure of the last Mortgage Loan and the remittance of all funds due hereunder hereunder, or (ii) mutual consent of the Servicer and the Master Servicer Owner in writing, provided such termination is also acceptable to writing or (iii) at the Rating Agencies and the NIMS Insurer. In addition, with the prior written consent sole option of the Master Servicer and the NIMS Insurer, the Seller may terminate this Agreement with respect to all (but not less than all) of the Mortgage LoansOwner, without cause, provided that the Seller gives the Servicer upon 30 days’ notice prior to any such termination, but in no event shall such termination occur prior to the Closing Datedays written notice. Any such notice of termination shall be in writing and delivered to the Servicer, the Master Servicer, the Trustee and the NIMS Insurer Servicer by registered mail to the address set forth in Section 9.03at the beginning of this Agreement. The Seller Owner and the Servicer shall comply with the termination procedures set forth in Section 9.01 hereof. All unreimbursed Option One Servicing FeesSections 10.01 and 10.03 hereof and the procedures set forth below, Servicing Advances and Monthly Advances still owing provided that, in the event the Owner terminates this Agreement without cause in accordance with subclause (iii) above, the Owner shall pay the Servicer shall be deducted by the Servicer from the final remittance a termination fee equal to (A) with respect to fixed rate Mortgage Loans, 2.0% of the funds aggregate unpaid principal balance of the fixed rate Mortgage Loans as of such termination date and (B) with respect to ARM Mortgage Loans, 2.0% of the successor servicer. Should aggregate unpaid principal balance of the ARM Mortgage Loans as of such funds be insufficient to pay for all unreimbursed Option One Servicing Fees, Servicing Advances or Monthly Advances, the Seller shall reimburse the Servicer within five (5) days upon receipt of an invoice from the Servicer without right of reimbursement from the Trust Fundtermination date. In connection with any such termination pursuant referred to in clause (ii) of the first sentence of this Section 8.02(a), all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid at the time of such termination by the Trust Fund. Upon a termination of the Servicer for cause pursuant to Section 8.01, all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid by the Trust Fund as such amounts are received from the related Mortgage Loans. In connection with any termination without cause pursuant to the second sentence of this Section 8.02(a)or (iii) above, the Seller or successor servicer Owner will be responsible for reimbursing the Servicer for all unreimbursed out-of-pocket Servicing Advances, Monthly Advances and Option One Servicing Fees within 15 Business Days following the date of termination and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing servicing. Notwithstanding and in addition to the foregoing, in the event that (i) a Mortgage Loan becomes delinquent for a period of 90 days or more (a "Delinquent Mortgage Loan") or (ii) a Mortgage Loan becomes an REO Property, the Owner may at its election terminate this Agreement (a) with respect to such Delinquent Mortgage Loan or (b) REO Property, in each case, upon 15 days' written notice to the time Servicer. In the event of such transfer of servicing ifelection, and only if, funds in the Collection Account are not sufficient to Owner shall reimburse the Servicer for all such unreimbursed fees out-of-pocket Servicing Advances and advances. Any invoices received by Monthly Advances on the Servicer after date of termination will be forwarded and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing, including, but not limited to, costs associated with the transfer of the related files to the Seller, which such Seller or successor servicer shall pay within five (5) Business Days upon receipt from the ServicerOwner's designee. (b) In the event that the Servicer decides to terminate its obligations under this Agreement as set forth in clause (ii) of Section 8.02(a), the Servicer agrees that it will continue to service the Mortgage Loans beyond the prescribed termination date until such time as the Master Servicer, using reasonable commercial efforts, is able to appoint a successor servicer acceptable to the NIMS Insurer and otherwise meeting the characteristics of Sections 7.01 and 9.01.

Termination Without Cause. (a) This Agreement shall terminate upon: (i) the later of (a) the distribution of the final payment or liquidation proceeds on the last Mortgage Loan to the Master Servicer (or Trust Fundadvances by the Servicer for the same), and (b) the disposition of all REO Property acquired upon foreclosure of the last Mortgage Loan and the remittance of all funds due hereunder hereunder, or (ii) mutual consent of the Servicer Servicer, the Seller and the Master Servicer in writing, writing provided such termination is also acceptable to the Rating Agencies and the NIMS Insurer. In addition, with the prior written consent of the Master Servicer and the NIMS Insurer, the Seller may terminate this Agreement Insurer or (iii) with respect to some or all (but not less than all) of the Mortgage Loans, at the sole option of the Seller, without cause, provided that the Seller gives the Servicer upon 30 days’ notice prior to any such terminationdays written notice, but in no event shall such termination occur prior subject to the Closing Datelimitations set forth below. Any such notice of termination shall be in writing and delivered to the ServicerTrustee, the Master Servicer, the Trustee NIMS Insurer and the NIMS Insurer Servicer by registered mail to the address set forth in Section 9.039.04 of this Agreement. The Seller and the Servicer shall comply with the termination procedures set forth in Section Sections 8.01, 8.02 and 9.01 hereof. In the event the Seller terminates the Servicer without cause with respect to some or all of the Mortgage Loans in accordance with Section 8.02(iii), the Seller shall be required to pay to the Servicer a Termination Fee in an amount equal to the product of the Termination Fee Percentage and the outstanding principal balance of the terminated Mortgage Loans as of the date of such termination; provided, that no Termination Fee shall be paid or payable with respect to the unpaid principal balance of any terminated Distressed Mortgage Loan. All unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing to the Servicer relating to such Mortgage Loans shall be deducted by reimbursed and paid to the Servicer from the final remittance of the funds to the successor servicer. Should upon such funds be insufficient to pay for all unreimbursed Option One Servicing Fees, Servicing Advances or Monthly Advances, the Seller shall reimburse the Servicer within five (5) days upon receipt of an invoice from the Servicer without right of reimbursement from the Trust Fund. In connection with any termination pursuant to clause (ii) of the first sentence of this Section 8.02(a), all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid at the time of such termination by the Trust Fund. Upon a termination of the Servicer for cause pursuant to Section 8.01, all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid by the Trust Fund as such amounts are received from the related Mortgage Loans. In connection with any termination without cause pursuant to the second sentence of this Section 8.02(a), the Seller or successor servicer will be responsible for reimbursing the Servicer for all unreimbursed out-of-pocket Servicing Advances, Monthly Advances and Option One Servicing Fees and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing at the time of such transfer of servicing if, and only if, funds in the Collection Account are not sufficient to reimburse the Servicer for all such unreimbursed fees and advances. Any invoices received by the Servicer after termination will be forwarded to the Seller, which such Seller or successor servicer shall pay within five (5) Business Days upon receipt from the Servicertermination. (b) In the event that the Servicer decides to terminate its obligations under this Agreement as set forth in clause (ii) of Section 8.02(a), the Servicer agrees that it will continue to service the Mortgage Loans beyond the prescribed termination date until such time as the Master Servicer, using reasonable commercial efforts, is able to appoint a successor servicer acceptable to the NIMS Insurer and otherwise meeting the characteristics of Sections 7.01 and 9.01.

Termination Without Cause. (a) This Agreement shall terminate upon: (i) the later of (a) the distribution of the final payment or liquidation proceeds on the last Mortgage Loan to the Master Servicer or Trust Fund, and (b) the disposition of all REO Property acquired upon foreclosure of the last Mortgage Loan and the remittance of all funds due hereunder or (ii) mutual consent of the Servicer and the Master Servicer in writing, provided such termination is also acceptable to the Rating Agencies and the NIMS Insurer. In addition, with the prior written consent of the Master Servicer and the NIMS Insurer, the each Seller (with respect to its related Mortgage Loans) may terminate this Agreement with respect to all (but not less than all) of the Mortgage Loans, without cause, provided provided, that the each Seller (with respect to its related Mortgage Loans) gives the Servicer 30 days’ notice prior to any such termination, but in no event shall such termination occur prior to the Closing Date. Any such notice of termination shall be in writing and delivered to the Servicer, the Master Servicer, the Trustee Servicer and the NIMS Insurer by registered mail to the address set forth in Section 9.03. The Each Seller (with respect to its related Mortgage Loans) and the Servicer shall comply with the termination procedures set forth in Section 9.01 hereof. In the case of Mortgage Loans which have been serviced by the Servicer under the Bank Servicing Agreement less than six months prior to the date of termination without cause under this Section 8.02, the termination fee to be paid by each Seller (with respect to its related Mortgage Loans) from its own funds without reimbursement for a termination of servicing without cause pursuant to this Section 8.02 shall be equal to $15.00 per Mortgage Loan, payable no later than five Business Days following the date of such termination. All unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be deducted by the Servicer from the final remittance of the funds to the successor servicer. Should such funds be insufficient to pay for all unreimbursed Option One Servicing Fees, Servicing Advances or Monthly Advances, the Seller shall reimburse the Servicer within five (5) days upon receipt of an invoice from the Servicer without right of reimbursement from the Trust Fund. In connection with any termination pursuant to clause (ii) of the first sentence of this Section 8.02(a), all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid at the time of such termination by the Trust Fund. Upon a termination of the Servicer for cause pursuant to Section 8.01, all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid by the Trust Fund as such amounts are received from the related Mortgage Loans. In connection with any termination without cause pursuant to the second sentence of this Section 8.02(a), the each Seller (with respect to its related Mortgage Loans) or successor servicer will be responsible for reimbursing the Servicer for all unreimbursed out-of-pocket Servicing Advances, Monthly Advances and Option One Servicing Fees and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing at the time of such transfer of servicing if, and only if, funds in the Collection Account are not sufficient to reimburse the Servicer for all such unreimbursed fees and advances. Any invoices received by the Servicer after termination will be forwarded to the Sellereach Seller (with respect to its related Mortgage Loans), which such Seller or successor servicer shall pay within five (5) Business Days upon receipt from the Servicer. (b) In the event that the Servicer decides to terminate its obligations under this Agreement as set forth in clause (ii) of Section 8.02(a), the Servicer agrees that it will continue to service the Mortgage Loans beyond the prescribed termination date until such time as the Master ServicerTrustee, using reasonable commercial efforts, is able to appoint a successor servicer acceptable to the NIMS Insurer and the Master Servicer and otherwise meeting the characteristics of Sections 7.01 and 9.01.

Termination Without Cause. (a) This Agreement shall terminate upon: (i) the later of (a) the distribution of the final payment or liquidation proceeds on the last Mortgage Securitized Loan to the Master Servicer or Trust Fundthe Trust, and (b) the disposition of all REO Property acquired upon foreclosure of the last Mortgage Securitized Loan and the remittance of all funds due hereunder or (ii) mutual consent of the Servicer and the Master Servicer in writing, provided such termination is also acceptable to the applicable Rating Agencies and the NIMS InsurerAgency or Rating Agencies. In addition, with the prior written consent of the Master Servicer and the NIMS InsurerServicer, the Seller or its designee may terminate this Agreement with respect to all (but not less than all) of the Mortgage Securitized Loans, without cause, provided provided, that the Seller or its designee gives the Servicer 30 days’ notice prior to any such termination, but in no event shall such termination occur prior to the Closing Date' notice. Any such notice of termination shall be in writing and delivered to the Servicer, Servicer and the Master Servicer, the Trustee and the NIMS Insurer Servicer by registered mail to the address set forth in Section 9.03. The Seller or its designee and the Servicer shall comply with the termination procedures set forth in Section 9.01 hereof. All unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be deducted paid by the Servicer Seller or its designee or the successor servicer from the final remittance its own funds within 5 Business Days of the funds to the successor servicer. Should date of such funds be insufficient to pay for all unreimbursed Option One Servicing Fees, Servicing Advances or Monthly Advances, the Seller shall reimburse the Servicer within five (5) days upon receipt of an invoice from the Servicer termination without right of reimbursement from the Trust FundTrust. In connection with any termination pursuant to clause (ii) of the first sentence of this Section 8.02(a), all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid at the time of such termination by the Trust FundTrust. Upon a termination of the Servicer for cause pursuant to Section 8.01, all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid by the Trust Fund as such amounts are received from the related Mortgage Securitized Loans. In connection with any termination without cause pursuant to the second sentence of this Section 8.02(a), the Seller or its designee or the successor servicer will be responsible for reimbursing the Servicer for all unreimbursed out-of-pocket Servicing Advances, Monthly Advances and Option One Servicing Fees and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing at the time of such transfer of servicing if, and only if, funds in the Collection Account are not sufficient to reimburse the Servicer for all such unreimbursed fees and advancesservicing. Any invoices received by the Servicer after termination will be forwarded to the Seller, which such Seller or its designee, and the Seller or its designee or the successor servicer shall pay such invoices within five (5) Business Days upon receipt from the Servicer. (b) In the event that the Servicer decides to terminate its obligations under this Agreement as set forth in clause (ii) of Section 8.02(a), the Servicer agrees that it will continue to service the Mortgage Securitized Loans beyond the prescribed termination date until such time as the Master ServicerTrustee, using reasonable commercial efforts, is able to appoint a successor servicer acceptable to and the NIMS Insurer Master Servicer and otherwise meeting the characteristics of Sections 7.01 and 9.01.

Termination Without Cause. (a) This Agreement shall terminate upon: (i) the later of (a) the distribution of the final payment or liquidation proceeds on the last Mortgage Securitized Loan to the Master Servicer or Trust Fundthe Trust, and (b) the disposition of all REO Property acquired upon foreclosure of the last Mortgage Securitized Loan and the remittance of all funds due hereunder or (ii) mutual consent of the Servicer and the Master Servicer in writing, provided such termination is also acceptable to the applicable Rating Agency or Rating Agencies and the NIMS Certificate Insurer. In addition, with the prior written consent of the Master Servicer and the NIMS Certificate Insurer, the Seller or its designee may terminate this Agreement with respect to all (but not less than all) of the Mortgage Securitized Loans, without cause, provided provided, that the Seller or its designee gives the Servicer 30 days’ notice prior to any such termination, but in no event shall such termination occur prior to the Closing Datenotice. Any such notice of termination shall be in writing and delivered to the Servicer, Certificate Insurer and the Master Servicer, the Trustee and the NIMS Insurer Servicer by registered mail to the address set forth in Section 9.03. The Seller or its designee and the Servicer shall comply with the termination procedures set forth in Section 9.01 hereof. All unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be deducted paid by the Servicer Seller or its designee or the successor servicer from the final remittance its own funds within 5 Business Days of the funds to the successor servicer. Should date of such funds be insufficient to pay for all unreimbursed Option One Servicing Fees, Servicing Advances or Monthly Advances, the Seller shall reimburse the Servicer within five (5) days upon receipt of an invoice from the Servicer termination without right of reimbursement from the Trust FundTrust. In connection with any termination pursuant to clause (ii) of the first sentence of this Section 8.02(a), all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid at the time of such termination by the Trust FundTrust. Upon a termination of the Servicer for cause pursuant to Section 8.01, all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid by the Trust Fund as such amounts are received from the related Mortgage Securitized Loans. In connection with any termination without cause pursuant to the second sentence of this Section 8.02(a), the Seller or its designee or the successor servicer will be responsible for reimbursing the Servicer for all unreimbursed out-of-pocket Servicing Advances, Monthly Advances and Option One Servicing Fees and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing at the time of such transfer of servicing if, and only if, funds in the Collection Account are not sufficient to reimburse the Servicer for all such unreimbursed fees and advancesservicing. Any invoices received by the Servicer after termination will be forwarded to the Seller, which such Seller or its designee, and the Seller or its designee or the successor servicer shall pay such invoices within five (5) Business Days upon receipt from the Servicer. (b) In the event that the Servicer decides to terminate its obligations under this Agreement as set forth in clause (ii) of Section 8.02(a), the Servicer agrees that it will continue to service the Mortgage Securitized Loans beyond the prescribed termination date until such time as the Master Servicer, using reasonable commercial efforts, is able to appoint appoint, with the consent of the Certificate Insurer, a successor servicer acceptable to the NIMS Certificate Insurer and the Trustee and otherwise meeting the characteristics of Sections 7.01 and 9.01.

Termination Without Cause. (a) This Agreement shall terminate upon: (i) the later of (a) the distribution of the final payment or liquidation proceeds on the last Mortgage Loan to the Master Servicer (or Trust Fundadvances by the Servicer for the same), and (b) the disposition of all REO Property acquired upon foreclosure of the last Mortgage Loan and the remittance of all funds due hereunder hereunder, or (ii) mutual consent of the Servicer Servicer, the Seller and the Master Servicer in writing, writing provided such termination is also acceptable to the Rating Agencies Agencies, the Trustee and the NIMS Insurer. In addition, with the prior written consent of the Master Servicer and the NIMS Insurer, the Seller may terminate this Agreement Insurer or (iii) with respect to some or all (but not less than all) of the Mortgage Loans, at the sole option of the Seller, without cause, provided that the Seller gives the Servicer upon 30 days’ notice prior to any such terminationdays written notice, but in no event shall such termination occur prior subject to the Closing Datelimitations set forth below. Any such notice of termination shall be in writing and delivered to the ServicerTrustee, the Master Servicer, the Trustee NIMS Insurer and the NIMS Insurer Servicer by registered mail to the address set forth in Section 9.039.04 of this Agreement. The Seller and the Servicer shall comply with the termination procedures set forth in Section Sections 8.01, 8.02 and 9.01 hereof. All unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing In the event the Seller terminates the Servicer shall be deducted by the Servicer from the final remittance without cause with respect to some or all of the funds to the successor servicer. Should such funds be insufficient to pay for all unreimbursed Option One Servicing FeesMortgage Loans in accordance with Section 8.02(iii), Servicing Advances or Monthly Advances, (x) the Seller shall reimburse be required to pay to the Servicer within five (5) days upon receipt of a Termination Fee in an invoice from amount equal to the Servicer without right of reimbursement from the Trust Fund. In connection with any termination pursuant to clause (ii) product of the first sentence Termination Fee Percentage and the outstanding principal balance of this Section 8.02(a)the terminated Mortgage Loans as of the date of such termination; provided, all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer that no Termination Fee shall be paid at the time of such termination by the Trust Fund. Upon a termination of the Servicer for cause pursuant to Section 8.01, all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid by the Trust Fund as such amounts are received from the related Mortgage Loans. In connection or payable with any termination without cause pursuant respect to the second sentence unpaid principal balance of this Section 8.02(a), any terminated Distressed Mortgage Loan and (y) the Seller or a successor servicer will be responsible for reimbursing shall reimburse the Servicer for all unreimbursed out-of-pocket Servicing Monthly Advances, Monthly Servicing Advances and Option One Servicing Fees and other reasonable and necessary out-of-pocket costs associated with any upon the transfer of servicing at the time of to such transfer of servicing if, and only if, funds in the Collection Account are not sufficient to reimburse the Servicer for all such unreimbursed fees and advances. Any invoices received by the Servicer after termination will be forwarded to the Seller, which such Seller or successor servicer shall pay within five (5) Business Days upon receipt from the Servicerservicer. (b) In the event that the Servicer decides to terminate its obligations under this Agreement as set forth in clause (ii) of Section 8.02(a), the Servicer agrees that it will continue to service the Mortgage Loans beyond the prescribed termination date until such time as the Master Servicer, using reasonable commercial efforts, is able to appoint a successor servicer acceptable to the NIMS Insurer and otherwise meeting the characteristics of Sections 7.01 and 9.01.

Termination Without Cause. (a) This Agreement shall terminate upon: (i) The Purchaser may terminate, at its sole option, any rights the later of (a) the distribution of the final payment or liquidation proceeds on the last Mortgage Loan to the Master Servicer or Trust Fund, and (b) the disposition of all REO Property acquired upon foreclosure of the last Mortgage Loan and the remittance of all funds due hereunder or (ii) mutual consent of the Servicer and the Master Servicer in writing, provided such termination is also acceptable to the Rating Agencies and the NIMS Insurer. In addition, with the prior written consent of the Master Servicer and the NIMS Insurer, the Seller Company may terminate this Agreement with respect to all (but not less than all) of the Mortgage Loanshave hereunder, without cause, upon sixty (60) days notice or as provided that the Seller gives the Servicer 30 days’ notice prior to any such termination, but in no event shall such termination occur prior to the Closing Datethis Section 11.02. Any such notice of termination shall be in writing and delivered to the Servicer, the Master Servicer, the Trustee and the NIMS Insurer Company by registered mail to the address set forth as provided in Section 9.0312.05. The Seller Purchaser and the Servicer shall comply with the termination procedures set forth in Section 9.01 12.01 hereof. All unreimbursed Option One Servicing FeesIn the event the Purchaser terminates the Company without cause with respect to some or all of the Mortgage Loans, Servicing Advances and Monthly Advances still owing the Servicer Purchaser shall be deducted by the Servicer from the final remittance of the funds required to pay to the successor servicerCompany a termination fee in an amount equal to the product of (a) 2.50% and (b) the outstanding principal balance of each such Mortgage Loan. Should such funds be insufficient Notwithstanding and in addition to pay for all unreimbursed Option One Servicing Fees, Servicing Advances or Monthly Advancesthe foregoing, the Seller Company shall reimburse give the Servicer Purchaser prompt written notice in the event that (i) a Mortgage Loan becomes delinquent for a period of 90 days or more (a “Delinquent Mortgage Loan”) or (ii) a Mortgage Loan becomes an REO Property. The Purchaser may, at its election, within five (5) days upon of receipt of an invoice from such notice, terminate this Agreement with respect to such Delinquent Mortgage Loan or REO Property without payment of a termination fee therefor. If the Servicer without right of reimbursement from Purchaser elects to terminate this Agreement with respect to such Delinquent Mortgage Loan or REO Property after the Trust Fund. In connection with any termination pursuant to clause (ii) of the first sentence of this Section 8.02(a), all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid at the time end of such termination by the Trust Fund. Upon a termination of the Servicer for cause pursuant to Section 8.01, all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid by the Trust Fund as such amounts are received from the related Mortgage Loans. In connection with any termination without cause pursuant to the second sentence of this Section 8.02(a)election period, the Seller or successor servicer will be responsible for reimbursing Purchaser shall pay the Servicer for all unreimbursed out-of-pocket Servicing Advances, Monthly Advances and Option One Servicing Fees and other reasonable and necessary Company the lesser of (i) the Company’s actual out-of-pocket costs associated and expenses incurred with any transfer of servicing at the time of respect to such transfer of servicing if, Delinquent Mortgage Loan or REO Property and only if, funds in the Collection Account are not sufficient to reimburse the Servicer for all such unreimbursed fees and advances(ii) $1,500. Any invoices received by the Servicer after termination will be forwarded to the Seller, which such Seller or successor servicer shall pay within five (5) Business Days upon receipt from the Servicer. (b) In the event that of any termination of the Servicer decides Agreement pursuant to terminate its obligations under this Agreement as set forth in clause (ii) of Section 8.02(a)paragraph, the Servicer agrees that it will continue to service Purchaser shall reimburse the Mortgage Loans beyond the prescribed termination date until such time as the Master Servicer, using reasonable commercial efforts, is able to appoint a successor servicer acceptable to the NIMS Insurer and otherwise meeting the characteristics of Sections 7.01 and 9.01Company for all outstanding Servicing Advances or Servicing Fees.

Termination Without Cause. (a) This Agreement shall terminate upon: (i) the later of (a) the distribution of the final payment or liquidation proceeds on the last Mortgage Loan to the Master Servicer or Trust Fund, and (b) the disposition of all REO Property acquired upon foreclosure of the last Mortgage Loan and the remittance of all funds due hereunder or (ii) mutual consent of the Servicer and the Master Servicer in writing, provided such termination is also acceptable to the Rating Agencies and the NIMS Insurer. In addition, with the prior written consent of the Master Servicer and the NIMS Insurer, the Seller may terminate this Agreement with respect to all (but not less than all) of the Mortgage LoansThe Manager may, without cause, provided that the Seller gives the Servicer 30 days’ notice prior to any such terminationterminate this Agreement, but in no event shall such termination occur prior to the Closing Date. Any such notice of termination shall be in writing and delivered upon providing a Termination Notice to the Servicer, but only as and in accordance with the Master Servicer, the Trustee and the NIMS Insurer by registered mail to the address provisions set forth in Section 9.03. The Seller and on Schedule 5 as the Servicer shall comply with the termination procedures set forth in Section 9.01 hereof. All unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall same may be deducted amended from time to time by the Servicer from Manager (without the final remittance consent of the funds to the successor servicer. Should such funds be insufficient to pay for all unreimbursed Option One Servicing Fees, Servicing Advances or Monthly Advances, the Seller shall reimburse the Servicer within five (5Initial Member) days upon receipt of an invoice from the Servicer without right of reimbursement from the Trust Fund. In connection with any termination pursuant to clause (ii) of the first sentence of this Section 8.02(a), all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid at the time of such termination by the Trust Fund. Upon a termination of the Servicer for cause pursuant to Section 8.01, all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid by the Trust Fund as such amounts are received from the related Mortgage Loans. In connection with any termination without cause pursuant to the second sentence of this Section 8.02(a), the Seller or successor servicer will be responsible for reimbursing the Servicer for all unreimbursed out-of-pocket Servicing Advances, Monthly Advances and Option One Servicing Fees and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing at the time of such transfer of servicing if, and only if, funds in the Collection Account are not sufficient to reimburse the Servicer for all such unreimbursed fees and advances. Any invoices received by the Servicer after termination will be forwarded to the Seller, which such Seller or successor servicer shall pay within five (5) Business Days upon receipt from the Servicer. (b) In The Servicer may, at any time after the event that first anniversary of the Effective Date, without cause, terminate this Agreement. No termination of this Agreement by the Servicer decides will be effective unless the Servicer delivers to the Manager, with a copy to the Initial Member, a Termination Notice, which for the purpose of this Section 7.3(b) will be a notice of the Servicer’s intent to terminate its obligations this Agreement. Such Termination Notice must be provided at least sixty days prior to any date specified by the Servicer as the date of termination of the Servicer’s Obligations under this Agreement as set forth in clause Agreement. Notwithstanding the foregoing, such Termination Notice will not be effective unless the Termination Notice contains confirmation of the intent and obligation of the Servicer to continue to perform its Servicing Obligations until the earlier of (i) ninety days after the Termination Notice is given and (ii) such other date on which the Servicing Obligations are transferred to a successor Servicer in an orderly manner. The Servicer must cooperate fully and completely with the transition of Section 8.02(a), the Servicer agrees that it will continue Servicing Obligations to service the Mortgage Loans beyond the prescribed termination date until such time as the Master a successor Servicer, using reasonable commercial effortsto be designated by the Manager, is able in order to appoint a successor servicer acceptable assure an orderly transfer. The Servicer issuing the Termination Notice will be liable for all costs and expenses associated with the transfer of Servicing Obligations to the NIMS Insurer successor Servicer, including but not limited to the costs and otherwise meeting expenses of transporting the characteristics Servicing files and the provision of Sections 7.01 and 9.01any notices to any Borrowers.

Termination Without Cause. (a) This Agreement shall terminate upon: (i) the later of (a) the distribution of the final payment or liquidation proceeds on the last Mortgage Loan to the Master Servicer (or Trust Fundadvances by the Servicer for the same), and (b) the disposition of all REO Property acquired upon foreclosure of the last Mortgage Loan and the remittance of all funds due hereunder or hereunder, (ii) mutual consent of the Servicer Servicer, each Seller (with respect to its related Mortgage Loans) and the Master Servicer in writing, writing provided such termination is also acceptable to the Rating Agencies and the NIMS Insurer. In addition, Insurer or (iii) with the prior written consent of the Master Servicer and the NIMS Insurer, Insurer at the discretion of each Seller may terminate this Agreement (with respect to all (but not less than all) its related Mortgage Loans and acting in its capacity as owner of the servicing rights relating to such Mortgage Loans, without cause, provided that the Seller gives the Servicer 30 days’ notice prior to any such termination, but in no event shall such termination occur prior to the Closing Date). Any such notice of termination pursuant to clause (iii) above shall be with 30 days' prior notice, in writing and delivered to the ServicerTrustee, the Master Servicer, the Trustee NIMS Insurer and the NIMS Insurer Servicer by registered mail to the address addresses set forth in Section 9.039.03 of this Agreement. The Seller and the Servicer shall comply with the termination procedures set forth in Section Sections 7.03, 8.01 and 9.01 hereof. All unreimbursed Option One Servicing FeesThe Master Servicer or the Trustee shall have no right to terminate the Servicer pursuant to this Section 8.02. In connection with a termination by either Seller (with respect to its related Mortgage Loans) pursuant to clause (iii) of this Section 8.02, Servicing Advances and Monthly Advances still owing the Servicer shall be deducted reimbursed by the Servicer from the final remittance of the funds to the successor servicer. Should such funds be insufficient to pay for all unreimbursed Option One Servicing Fees, Servicing Advances or Monthly Advances, the Seller shall reimburse the Servicer within five (5) days upon receipt of an invoice from the Servicer without right of reimbursement from the Trust Fund. In connection with any termination pursuant to clause (ii) of the first sentence of this Section 8.02(a), all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid at the time of such termination by the Trust Fund. Upon a termination of the Servicer for cause pursuant to Section 8.01, all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid by the Trust Fund as such amounts are received from the related Mortgage Loans. In connection with any termination without cause pursuant to the second sentence of this Section 8.02(a), the Seller or successor servicer will be responsible for reimbursing the Servicer for all unreimbursed out-of-pocket Servicing Advances, Monthly Advances and Option One Servicing Fees and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing at the time of such transfer of servicing if, and only if, funds in the Collection Account are not sufficient to reimburse the Servicer for all such unreimbursed fees and advancesservicing. Any All invoices received by the Servicer after termination will be forwarded to the Seller, which such applicable Seller or the successor servicer shall pay for payment within five thirty (530) Business Days upon days of receipt from the Servicer. (b) In the event that the Servicer decides to terminate its obligations under this Agreement as set forth in clause (ii) of Section 8.02(a), the Servicer agrees that it will continue to service the Mortgage Loans beyond the prescribed termination date until such time as the Master ServicerTrustee, using reasonable commercial efforts, is able to appoint a successor servicer acceptable to the NIMS Insurer and the Master Servicer and otherwise meeting the characteristics of Sections 7.01 and 9.01.

Termination Without Cause. (a) This Agreement shall terminate upon: (i) the later of (a) the distribution of the final payment or liquidation proceeds on the last Mortgage Loan to the Master Servicer (or Trust Fundadvances by the Servicer for the same), and (b) the disposition of all REO Property acquired upon foreclosure of the last Mortgage Loan and the remittance of all funds due hereunder hereunder, or (ii) mutual consent of the Servicer Servicer, the Seller and the Master Servicer in writing, writing provided such termination is also acceptable to the Rating Agencies and the NIMS Insurer. In addition, with the prior written consent of the Master Servicer and the NIMS Insurer, the Seller may terminate this Agreement Insurer or (iii) with respect to some or all (but not less than all) of the Mortgage Loans, at the sole option of the Seller, without cause, provided that the Seller gives the Servicer upon 30 days’ notice prior to any such terminationdays written notice, but in no event shall such termination occur prior subject to the Closing Datelimitations set forth below. Any such notice of termination shall be in writing and delivered to the ServicerTrustee, the Master Servicer, the Trustee NIMS Insurer and the NIMS Insurer Servicer by registered mail to the address set forth in Section 9.039.04 of this Agreement. The Seller and the Servicer shall comply with the termination procedures set forth in Section Sections 8.01, 8.02 and 9.01 hereof. All unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing In the event the Seller terminates the Servicer shall be deducted by the Servicer from the final remittance without cause with respect to some or all of the funds to the successor servicer. Should such funds be insufficient to pay for all unreimbursed Option One Servicing Fees, Servicing Advances or Monthly AdvancesMortgage Loans, the Seller shall reimburse be required to pay to the Servicer within five a Termination Fee in an amount equal to the sum of (5i) days upon receipt the product of an invoice from the Servicer without right Termination Fee Percentage and the outstanding principal balance of reimbursement from the Trust Fund. In connection with any terminated Mortgage Loans as of the date of such termination pursuant to clause and (ii) of the first sentence of this Section 8.02(a), all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid at the time of such termination by the Trust Fund. Upon a termination of the Servicer for cause pursuant to Section 8.01, all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid by the Trust Fund as such amounts are received from the related Mortgage Loans. In connection with any termination without cause during the period from the Closing Date to the third anniversary of the Closing Date, the sum of $15.00 for each Mortgage Loan so terminated. Notwithstanding the foregoing, with respect to any termination without cause (other than pursuant to the second sentence Sections 6.05 and 8.04 of this Section 8.02(a)Agreement) affecting a Mortgage Loan with respect to which any payment is more than 120 days delinquent as of the date of such termination (x) during the period from the Closing Date to the third anniversary of the Closing Date, in lieu of any Termination Fee the Seller shall pay to the Purchaser a fixed fee in the amount of $15.00 per Mortgage Loan terminated during such period and (y) thereafter, the Seller or successor servicer will be responsible for reimbursing shall not pay any fee to the Servicer for all unreimbursed out-of-pocket Servicing Advances, Monthly Advances and Option One Servicing Fees and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing at the time of relating to such transfer of servicing if, and only if, funds in the Collection Account are not sufficient to reimburse the Servicer for all such unreimbursed fees and advances. Any invoices received by the Servicer after termination will be forwarded to the Seller, which such Seller or successor servicer shall pay within five (5) Business Days upon receipt from the Servicertermination. (b) In the event that the Servicer decides to terminate its obligations under this Agreement as set forth in clause (ii) of Section 8.02(a), the Servicer agrees that it will continue to service the Mortgage Loans beyond the prescribed termination date until such time as the Master Servicer, using reasonable commercial efforts, is able to appoint a successor servicer acceptable to the NIMS Insurer and otherwise meeting the characteristics of Sections 7.01 and 9.01.

Termination Without Cause. (a) This Agreement shall terminate upon: (i) the later of (a) the distribution of the final payment or liquidation proceeds on the last Mortgage Loan to the Master Servicer (or Trust Fundadvances by the Servicer for the same), and (b) the disposition of all REO Property acquired upon foreclosure of the last Mortgage Loan and the remittance of all funds due hereunder hereunder, or (ii) mutual consent of the Servicer Servicer, the Seller and the Master Servicer in writing, provided such termination is also acceptable to the Rating Agencies and the NIMS Insurer. In addition, with the prior written consent of the Master Servicer and the NIMS Insurer, the Seller may terminate this Agreement Insurer or (iii) with respect to some or all (but not less than all) of the Mortgage Loans, at the sole option of the Seller, without cause, provided that the Seller gives the Servicer upon 30 days’ notice prior to any such terminationdays written notice, but in no event shall such termination occur prior subject to the Closing Datelimitations set forth below. Any such notice of termination shall be in writing and delivered to the Servicer, the Master Servicer, the Trustee NIMS Insurer and the NIMS Insurer Servicer by registered mail to the address set forth in Section 9.039.04 of this Agreement. The Seller and the Servicer shall comply with the termination procedures set forth in Section Sections 8.01, 8.02 and 9.01 hereof. All unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing The Master Servicer or the Trustee shall have no right to terminate the Servicer shall be deducted by pursuant to Section 8.02. In the event the Seller terminates the Servicer from the final remittance without cause with respect to some or all of the funds to the successor servicer. Should such funds be insufficient to pay for all unreimbursed Option One Servicing FeesMortgage Loans in accordance with Section 8.02(iii), Servicing Advances or Monthly Advances, (x) the Seller shall reimburse be required to pay to the Servicer within five (5) days upon receipt of a Termination Fee in an invoice from amount equal to the Servicer without right of reimbursement from the Trust Fund. In connection with any termination pursuant to clause (ii) product of the first sentence Termination Fee Rate and the outstanding principal balance of this Section 8.02(a), all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer terminated Mortgage Loans as of the date of such termination; provided that no Termination Fee shall be paid at the time of such termination by the Trust Fund. Upon a termination of the Servicer for cause pursuant to Section 8.01, all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid by the Trust Fund as such amounts are received from the related Mortgage Loans. In connection or payable with any termination without cause pursuant respect to the second sentence unpaid principal balance of this Section 8.02(a), any terminated Distressed Mortgage Loan and (y) the Seller Master Servicer or a successor servicer will be responsible for reimbursing the Servicer for all unreimbursed out-of-pocket Servicing Advances, Monthly Advances and Option One Servicing Fees and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing at the time of such transfer of servicing if, and only if, funds in the Collection Account are not sufficient to shall reimburse the Servicer for all accrued and unpaid Servicing Fees and unreimbursed Monthly Advances and Servicing Advances upon the transfer of servicing to such unreimbursed fees and advances. Any invoices received by the Servicer after termination will be forwarded to the Seller, which such Seller or successor servicer shall pay within five (5) Business Days upon receipt from the Servicerservicer. (b) In the event that the Servicer decides to terminate its obligations under this Agreement as set forth in clause (ii) of Section 8.02(a), the Servicer agrees that it will continue to service the Mortgage Loans beyond the prescribed termination date until such time as the Master Servicer, using reasonable commercial efforts, is able to appoint a successor servicer acceptable to the NIMS Insurer and otherwise meeting the characteristics of Sections 7.01 and 9.01.

Termination Without Cause. (a) This Agreement shall terminate upon: (i) the later of (a) the distribution of the final payment or liquidation proceeds on the last Mortgage Loan to the Master Servicer (or Trust Fundadvances by the Servicer for the same), and (b) the disposition of all REO Property acquired upon foreclosure of the last Mortgage Loan and the remittance of all funds due hereunder hereunder, or (ii) mutual consent of the Servicer Servicer, the Seller and the Master Servicer in writing, writing provided such termination is also acceptable to the Rating Agencies and the NIMS Insurer. In addition, with the prior written consent of the Master Servicer and the NIMS Insurer, the Seller may terminate this Agreement Insurer or (iii) with respect to some or all (but not less than all) of the Mortgage Loans, at the sole option of the Seller, without cause, provided that the Seller gives the Servicer upon 30 days’ notice prior to any such terminationdays written notice, but in no event shall such termination occur prior subject to the Closing Datelimitations set forth below. Any such notice of termination shall be in writing and delivered to the Servicer, the Master Servicer, the Trustee and Trustee, the NIMS Insurer and the Servicer by registered mail to the address set forth in Section 9.039.04 of this Agreement. The Seller and the Servicer shall comply with the termination procedures set forth in Section Sections 8.01, 8.02 and 9.01 hereof. All unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing The Master Servicer or the Trustee shall have no right to terminate the Servicer shall be deducted by pursuant to Section 8.02. In the event the Seller terminates the Servicer from the final remittance without cause with respect to some or all of the funds to the successor servicer. Should such funds be insufficient to pay for all unreimbursed Option One Servicing FeesMortgage Loans in accordance with Section 8.02(iii), Servicing Advances or Monthly Advances, (x) the Seller shall reimburse be required to pay to the Servicer within five (5) days upon receipt of a Termination Fee in an invoice from amount equal to the Servicer without right of reimbursement from the Trust Fund. In connection with any termination pursuant to clause (ii) product of the first sentence Termination Fee Rate and the outstanding principal balance of this Section 8.02(a)the terminated Mortgage Loans as of the date of such termination; provided, all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer that no Termination Fee shall be paid at the time of such termination by the Trust Fund. Upon a termination of the Servicer for cause pursuant to Section 8.01, all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid by the Trust Fund as such amounts are received from the related Mortgage Loans. In connection or payable with any termination without cause pursuant respect to the second sentence unpaid principal balance of this Section 8.02(a), any terminated Distressed Mortgage Loan and (y) the Seller Master Servicer or a successor servicer will be responsible for reimbursing the Servicer for all unreimbursed out-of-pocket Servicing Advances, Monthly Advances and Option One Servicing Fees and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing at the time of such transfer of servicing if, and only if, funds in the Collection Account are not sufficient to shall reimburse the Servicer for all accrued and unpaid Servicing Fees and unreimbursed Servicing Advances upon the transfer of servicing to such unreimbursed fees and advances. Any invoices received by the Servicer after termination will be forwarded to the Seller, which such Seller or successor servicer shall pay within five (5) Business Days upon receipt from the Servicerservicer. (b) In the event that the Servicer decides to terminate its obligations under this Agreement as set forth in clause (ii) of Section 8.02(a), the Servicer agrees that it will continue to service the Mortgage Loans beyond the prescribed termination date until such time as the Master Servicer, using reasonable commercial efforts, is able to appoint a successor servicer acceptable to the NIMS Insurer and otherwise meeting the characteristics of Sections 7.01 and 9.01.

Termination Without Cause. (a) This Agreement shall terminate upon: (i) the later of (a) the distribution of the final payment or liquidation proceeds on the last Mortgage Loan to the Master Servicer (or Trust Fundadvances by the Servicer for the same), and (b) the disposition of all REO Property acquired upon foreclosure of the last Mortgage Loan and the remittance of all funds due hereunder or hereunder, (ii) mutual consent of the Servicer Servicer, each Seller (with respect to its related Mortgage Loans) and the Master Servicer in writing, writing provided such termination is also acceptable to the Rating Agencies and the NIMS Insurer. In addition, Insurer or (iii) with the prior written consent of the Master Servicer and the NIMS Insurer, Insurer at the discretion of each Seller may terminate this Agreement (with respect to all (but not less than all) its related Mortgage Loans and acting in its capacity as owner of the servicing rights relating to such Mortgage Loans, without cause, provided that the Seller gives the Servicer ). Any such termination pursuant to clause (iii) above shall be with 30 days’ notice prior to any such terminationnotice, but in no event shall such termination occur prior to the Closing Date. Any such notice of termination shall be in writing and delivered to the Servicer, the Master Servicer, the Trustee NIMS Insurer and the NIMS Insurer Servicer by registered mail to the address addresses set forth in Section 9.039.03 of this Agreement. The Seller and the Servicer shall comply with the termination procedures set forth in Section Sections 7.03, 8.01 and 9.01 hereof. All unreimbursed Option One Servicing FeesNeither the Master Servicer nor the Trustee shall have no right to terminate the Servicer pursuant to clause (iii) of this Section 8.03. In connection with a termination by either Seller (with respect to its related Mortgage Loans) pursuant to clause (iii) of this Section 8.02, Servicing Advances and Monthly Advances still owing the Servicer shall be deducted reimbursed by the Servicer from the final remittance of the funds to the successor servicer. Should such funds be insufficient to pay for all unreimbursed Option One Servicing Fees, Servicing Advances or Monthly Advances, the Seller shall reimburse the Servicer within five (5) days upon receipt of an invoice from the Servicer without right of reimbursement from the Trust Fund. In connection with any termination pursuant to clause (ii) of the first sentence of this Section 8.02(a), all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid at the time of such termination by the Trust Fund. Upon a termination of the Servicer for cause pursuant to Section 8.01, all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid by the Trust Fund as such amounts are received from the related Mortgage Loans. In connection with any termination without cause pursuant to the second sentence of this Section 8.02(a), the Seller or successor servicer will be responsible for reimbursing the Servicer for all unreimbursed out-of-pocket Servicing Advances, Monthly Advances and Option One Servicing Fees and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing at the time of such transfer of servicing if, and only if, funds in the Collection Account are not sufficient to reimburse the Servicer for all such unreimbursed fees and advancesservicing. Any All invoices received by the Servicer after termination will be forwarded to the Seller, which such applicable Seller or the successor servicer shall pay for payment within five thirty (530) Business Days upon days of receipt from the Servicer. (b) In the event that the Servicer decides to terminate its obligations under this Agreement as set forth in clause (ii) of Section 8.02(a), the Servicer agrees that it will continue to service the Mortgage Loans beyond the prescribed termination date until such time as the Master Servicer, using reasonable commercial efforts, is able to appoint a successor servicer acceptable to the NIMS Insurer and otherwise meeting the characteristics of Sections 7.01 and 9.01.

Termination Without Cause. (a) This Agreement shall terminate upon: : (i) the later of (a) the distribution of the final payment or liquidation proceeds on the last Mortgage Loan to the Master Owner (or advances by the Servicer or Trust Fundfor the same), and (b) the disposition of all REO Property acquired upon foreclosure of the last Mortgage Loan and the remittance of all funds due hereunder hereunder, or (ii) mutual consent of the Servicer Servicer, the Bank and the Master Servicer in writing, provided such termination is also acceptable to writing or (iii) at the Rating Agencies and the NIMS Insurer. In addition, with the prior written consent sole option of the Master Servicer and the NIMS Insurer, the Seller may terminate this Agreement with respect to all (but not less than all) of the Mortgage LoansBank, without cause, provided that the Seller gives the Servicer upon 30 days’ notice prior to any such termination, but in no event shall such termination occur prior to the Closing Datedays written notice. Any such notice of termination shall be in writing and delivered to the Servicer, the Master Servicer, the Trustee and the NIMS Insurer Servicer by registered mail to the address set forth in Section 9.03at the beginning of this Agreement. The Seller Master Servicer, the Trustee and the Servicer shall comply with the termination procedures set forth in Section 9.01 hereof. All unreimbursed Option One Servicing FeesSections 10.01 and 10.03 hereof and the procedures set forth below, Servicing Advances and Monthly Advances still owing provided that, in the event the Bank terminates this Agreement without cause in accordance with subclause (iii) above, the Bank shall pay the Servicer shall be deducted by the Servicer from the final remittance a termination fee equal to 2.0% of the funds to aggregate unpaid balance of the successor servicer. Should Mortgage Loans as of such funds be insufficient to pay for all unreimbursed Option One Servicing Fees, Servicing Advances or Monthly Advances, the Seller shall reimburse the Servicer within five (5) days upon receipt of an invoice from the Servicer without right of reimbursement from the Trust Fundtermination date. In connection with any such termination pursuant referred to in clause (ii) of the first sentence of this Section 8.02(a), all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid at the time of such termination by the Trust Fund. Upon a termination of the Servicer for cause pursuant to Section 8.01, all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid by the Trust Fund as such amounts are received from the related Mortgage Loans. In connection with any termination without cause pursuant to the second sentence of this Section 8.02(a)or (iii) above, the Seller or successor servicer Bank will be responsible for reimbursing the Servicer for all unreimbursed out-of-pocket Servicing Advances, Monthly Advances and Option One Servicing Fees within 15 Business Days following the date of termination and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing servicing. Notwithstanding and in addition to the foregoing, in the event that (i) a Mortgage Loan becomes delinquent for a period of 90 days or more (a "Delinquent Mortgage Loan") or (ii) a Mortgage Loan becomes an REO Property, the Bank may at its election terminate this Agreement (a) with respect to such Delinquent Mortgage Loan or (b) REO Property, in each case, upon 15 days' written notice to the time Servicer. In the event of such transfer of servicing ifelection, and only if, funds in the Collection Account are not sufficient to Bank shall reimburse the Servicer for all such unreimbursed fees out-of-pocket Servicing Advances and advancesMonthly Advances on the date of termination and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing, including, but not limited to, costs associated with the transfer of the related files to the Owner's designee. Section 10.01 (Successor to the Servicer) is hereby amended in its entirety to read as follows: Simultaneously with the termination of the Servicer's responsibilities and duties under this Agreement (a) pursuant to Sections 6.02, 7.03, 8.03, 9.01 or 9.02, the Master Servicer shall, in accordance with the provisions of the Trust Agreement (i) succeed to and assume all of the Servicer's responsibilities, rights, duties and obligations under this Agreement, or (ii) appoint a successor servicer meeting the eligibility requirements of this Agreement set forth in Sections 8.01(i) and (ii) and which shall succeed to all rights and assume all of the responsibilities, duties and liabilities of the Servicer under this Agreement with the termination of the Servicer's responsibilities, duties and liabilities under this Agreement. Any invoices received by successor to the Servicer after termination will that is not at that time a Servicer of other mortgage loans for the Trust Fund shall be forwarded subject to the Sellerapproval of the Master Servicer, which the Bank, the Trustee and each Rating Agency (as such Seller or term is defined in the Trust Agreement). Unless the successor servicer is at that time a Servicer of other mortgage loans for the Trust Fund, each Rating Agency must deliver to the Trustee a letter to the effect that such transfer of servicing will not result in a qualification, withdrawal or downgrade of the then-current rating of any of the Certificates. In connection with such appointment and assumption, the Master Servicer or the Depositor, as applicable, may make such arrangements for the compensation of such successor out of payments on the Mortgage Loans as it and such successor shall pay within five (5) Business Days upon receipt from agree; provided, however, that no such compensation shall be in excess of that permitted the Servicer. (b) Servicer under this Agreement. In the event that the Servicer decides to terminate its obligations Servicer's duties, responsibilities and liabilities under this Agreement as set forth in clause (ii) of Section 8.02(a)should be terminated pursuant to the aforementioned sections, the Servicer agrees shall discharge such duties and responsibilities during the period from the date it acquires knowledge of such termination until the effective date thereof with the same degree of diligence and prudence which it is obligated to exercise under this Agreement, and shall take no action whatsoever that might impair or prejudice the rights or financial condition of its successor. The resignation or removal of the Servicer pursuant to the aforementioned sections shall not become effective until a successor shall be appointed pursuant to this Section 10.01 and shall in no event relieve the Servicer of the representations and warranties made pursuant to Section 6.01 and the remedies available to the Trustee under Sections 6.02 and 7.03, it will continue being understood and agreed that the provisions of such Sections 6.01, 6.02 and 7.03 shall be applicable to service the Mortgage Loans beyond Servicer notwithstanding any such resignation or termination of the prescribed Servicer, or the termination date until of this Agreement. Within a reasonable period of time, but in no event longer than 30 days of the appointment of a successor entity, the Servicer shall prepare, execute and deliver to the successor entity any and all documents and other instruments, place in such time as successor's possession all Servicing Files, and do or cause to be done all other acts or things necessary or appropriate to effect the purposes of such notice of termination. The Servicer shall cooperate with the Trustee and the Master Servicer, using as applicable, and such successor in effecting the termination of the Servicer's responsibilities and rights hereunder and the transfer of servicing responsibilities to the successor Servicer, including without limitation, the transfer to such successor for administration by it of all cash amounts which shall at the time be credited by the Servicer to the Custodial Account or any Escrow Account or thereafter received with respect to the Mortgage Loans. Any successor appointed as provided herein shall execute, acknowledge and deliver to the Trustee, the Servicer and the Master Servicer an instrument (i) accepting such appointment, wherein the successor shall make the representations and warranties set forth in Section 6.01 and (ii) an assumption of the due and punctual performance and observance of each covenant and condition to be performed and observed by the Servicer under this Agreement, whereupon such successor shall become fully vested with all the rights, powers, duties, responsibilities, obligations and liabilities of the Servicer, with like effect as if originally named as a party to this Agreement. Any termination or resignation of the Servicer or termination of this Agreement pursuant to Sections 9.01 and 9.02 shall not affect any claims that the Master Servicer or the Trustee may have against the Servicer arising out of the Servicer's actions or failure to act prior to any such termination or resignation. The Servicer shall deliver (i) within three (3) Business Days to the successor Servicer the funds in the Custodial Account and Escrow Account and (ii) within 30 Business Days all Mortgage Loan Documents and related documents and statements held by it hereunder and the Servicer shall account for all funds and shall execute and deliver such instruments and do such other things as may reasonably be required to more fully and definitively vest in the successor all such rights, powers, duties, responsibilities, obligations and liabilities of the Servicer. Upon a successor's acceptance of appointment as such, the Servicer shall notify the Trustee and Master Servicer of such appointment in accordance with the notice procedures set forth herein. Except as otherwise provided in this Agreement, all reasonable commercial effortscosts and expenses incurred in connection with any transfer of servicing hereunder as a result of a termination of the Servicer for cause pursuant to Section 9.01 of the Agreement, is able to appoint including, without limitation, the costs and expenses of the Master Servicer or any other Person in appointing a successor servicer acceptable servicer, or of the Master Servicer in assuming the responsibilities of the Servicer hereunder, or of transferring the Servicing Files and the other necessary data to the NIMS Insurer successor servicer shall be paid by the terminated, removed or resigning Servicer from its own funds without reimbursement. 37. The parties hereto acknowledge that Section 10.02 (Closing), Section 10.03 (Closing Documents), Section 10.07 (Notices) and otherwise meeting Section 10.16 (Exhibits) are inapplicable to this Agreement. 38. A new Section 10.19 is hereby added to the characteristics of Sections 7.01 and 9.01.Master Servicing Agreement to read as follows:

Termination Without Cause. (a) This Agreement shall terminate upon: (i) the later of (a) the distribution of the final payment or liquidation proceeds on the last Mortgage Loan to the Master Servicer (or Trust Fundadvances by the Servicer for the same), and (b) the disposition of all REO Property acquired upon foreclosure of the last Mortgage Loan and the remittance of all funds due hereunder hereunder, or (ii) mutual consent of the Servicer Servicer, each Seller (with respect to its related Mortgage Loans) and the Master Servicer in writing, writing provided such termination is also acceptable to the Rating Agencies and the NIMS Insurer. In addition, with the prior written consent of the Master Servicer and the NIMS Insurer, the Seller may terminate this Agreement Insurer or (iii) with respect to some or all (but not less than all) of the Mortgage Loans, at the sole option of each Seller (with respect to its related Mortgage Loans), without cause, provided that the Seller gives the Servicer upon 30 days’ notice prior to any such terminationdays written notice, but in no event shall such termination occur prior subject to the Closing Datelimitations set forth below. Any such notice of termination shall be in writing and delivered to the Servicer, the Master Servicer, the Trustee NIMS Insurer and the NIMS Insurer Servicer by registered mail to the address set forth in Section 9.039.04 of this Agreement. The Seller and the Servicer shall comply with the termination procedures set forth in Section Sections 8.01, 8.02 and 9.01 hereof. All unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing Neither the Master Servicer nor the Trustee shall have any right to terminate the Servicer shall be deducted by pursuant to Section 8.02. In the Servicer from the final remittance of the funds to the successor servicer. Should such funds be insufficient to pay for all unreimbursed Option One Servicing Fees, Servicing Advances or Monthly Advances, the event either Seller shall reimburse the Servicer within five (5) days upon receipt of an invoice from terminates the Servicer without right of reimbursement from the Trust Fund. In connection cause with any termination pursuant respect to clause (ii) some or all of the first sentence of this Mortgage Loans in accordance with Section 8.02(a8.02(iii), all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing (x) such Seller shall be required to pay to the Servicer a Termination Fee in an amount equal to the product of the Termination Fee Rate and the outstanding principal balance of the terminated Mortgage Loans as of the date of such termination; provided, that no Termination Fee shall be paid at the time of such termination by the Trust Fund. Upon a termination of the Servicer for cause pursuant to Section 8.01, all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid by the Trust Fund as such amounts are received from the related Mortgage Loans. In connection or payable with any termination without cause pursuant respect to the second sentence unpaid principal balance of this Section 8.02(a), any terminated Distressed Mortgage Loan and (y) the Seller Master Servicer or a successor servicer will be responsible for reimbursing the Servicer for all unreimbursed out-of-pocket Servicing Advances, Monthly Advances and Option One Servicing Fees and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing at the time of such transfer of servicing if, and only if, funds in the Collection Account are not sufficient to shall reimburse the Servicer for all accrued and unpaid Servicing Fees and unreimbursed Servicing Advances upon the transfer of servicing to such unreimbursed fees and advances. Any invoices received by the Servicer after termination will be forwarded to the Seller, which such Seller or successor servicer shall pay within five (5) Business Days upon receipt from the Servicerservicer. (b) In the event that the Servicer decides to terminate its obligations under this Agreement as set forth in clause (ii) of Section 8.02(a), the Servicer agrees that it will continue to service the Mortgage Loans beyond the prescribed termination date until such time as the Master Servicer, using reasonable commercial efforts, is able to appoint a successor servicer acceptable to the NIMS Insurer and otherwise meeting the characteristics of Sections 7.01 and 9.01.

Termination Without Cause. (a) This Agreement shall terminate upon: (i) the later of (a) the distribution of the final payment or liquidation proceeds on the last Mortgage Loan to the Master Owner (or advances by the Servicer or Trust Fund, for the same) and (b) the disposition of all REO Property acquired upon foreclosure of the last Mortgage Loan and the remittance of all funds due hereunder hereunder, or (ii) mutual consent of the Servicer Servicer, the Seller and the Master Servicer in writing, provided such termination is also acceptable to writing or (iii) at the Rating Agencies and the NIMS Insurer. In addition, with the prior written consent sole option of the Master Servicer and the NIMS Insurer, the Seller may terminate this Agreement with respect to all (but not less than all) of the Mortgage LoansSeller, without cause, provided that the Seller gives the Servicer upon 30 days’ notice prior to any such termination, but in no event shall such termination occur prior to the Closing Datedays written notice. Any such notice of termination shall be in writing and delivered to the Servicer, the Master Servicer, the Trustee and the NIMS Insurer Servicer by registered mail to the address set forth in Section 9.03at the beginning of this Agreement. The Seller Master Servicer, the Trustee and the Servicer shall comply with the termination procedures set forth in Section 9.01 hereof. All unreimbursed Option One Servicing Feeshereof and the procedures set forth below, Servicing Advances and Monthly Advances still owing provided that, in the Servicer shall be deducted by event the Servicer from the final remittance of the funds to the successor servicer. Should such funds be insufficient to pay for all unreimbursed Option One Servicing Fees, Servicing Advances or Monthly AdvancesSeller terminates this Agreement without cause in accordance with subclause (iii) above, the Seller shall reimburse pay the Servicer within five (5) days upon receipt a termination fee equal to 2.0% of an invoice from the Servicer without right aggregate unpaid balance of reimbursement from the Trust FundMortgage Loans as of such termination date. In connection with any such termination pursuant referred to in clause (ii) of the first sentence of this Section 8.02(a), all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid at the time of such termination by the Trust Fund. Upon a termination of the Servicer for cause pursuant to Section 8.01, all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid by the Trust Fund as such amounts are received from the related Mortgage Loans. In connection with any termination without cause pursuant to the second sentence of this Section 8.02(a)or (iii) above, the Seller or successor servicer will be responsible for reimbursing the Servicer for all unreimbursed out-of-pocket Servicing Advances, Monthly Advances and Option One Servicing Fees within 15 Business Days following the date of termination and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing servicing. Notwithstanding and in addition to the foregoing, in the event that (i) a Mortgage Loan becomes delinquent for a period of 90 days or more (a "Delinquent Mortgage Loan") or (ii) a Mortgage Loan becomes an REO Property, the Seller may at its election terminate this Agreement (a) with respect to such Delinquent Mortgage Loan or (b) REO Property, in each case, upon 15 days' written notice to the time Servicer. In the event of such transfer of servicing ifelection, and only if, funds in the Collection Account are not sufficient to Seller shall reimburse the Servicer for all such unreimbursed fees out-of-pocket Servicing Advances and advancesMonthly Advances on the date of termination and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing, including, but not limited to, costs associated with the transfer of the related files to the Owner's designee. Section 10.01 (Successor to the Servicer) is hereby amended in its entirety to read as follows: Simultaneously with the termination of the Servicer's responsibilities and duties under this Agreement (a) pursuant to Sections 6.02, 7.03, 8.03, 9.01 or 9.02, the Master Servicer shall, in accordance with the provisions of the Trust Agreement (i) succeed to and assume all of the Servicer's responsibilities, rights, duties and obligations under this Agreement or (ii) appoint a successor servicer meeting the eligibility requirements of this Agreement set forth in Sections 8.01(i) and (ii) and which shall succeed to all rights and assume all of the responsibilities, duties and liabilities of the Servicer under this Agreement with the termination of the Servicer's responsibilities, duties and liabilities under this Agreement. Any invoices received by successor to the Servicer after termination will that is not at that time a Servicer of other mortgage loans for the Trust Fund shall be forwarded subject to the approval of the Master Servicer, the Seller, which the Trustee and each Rating Agency (as such Seller or term is defined in the Trust Agreement). Unless the successor servicer is at that time a servicer of other mortgage loans for the Trust Fund, each Rating Agency must deliver to the Trustee a letter to the effect that such transfer of servicing will not result in a qualification, withdrawal or downgrade of the then-current rating of any of the Certificates. In connection with such appointment and assumption, the Master Servicer or the Depositor, as applicable, may make such arrangements for the compensation of such successor out of payments on the Mortgage Loans as it and such successor shall pay within five (5) Business Days upon receipt from agree; provided, however, that no such compensation shall be in excess of that permitted the Servicer. (b) Servicer under this Agreement. In the event that the Servicer decides to terminate its obligations Servicer's duties, responsibilities and liabilities under this Agreement as set forth in clause (ii) of Section 8.02(a)should be terminated pursuant to the aforementioned sections, the Servicer agrees shall discharge such duties and responsibilities during the period from the date it acquires knowledge of such termination until the effective date thereof with the same degree of diligence and prudence which it is obligated to exercise under this Agreement, and shall take no action whatsoever that might impair or prejudice the rights or financial condition of its successor. The resignation or removal of the Servicer pursuant to the aforementioned sections shall not become effective until a successor shall be appointed pursuant to this Section 10.01 and shall in no event relieve the Servicer of the representations and warranties made pursuant to Section 6.01 and the remedies available to the Trustee under Sections 6.02 and 7.03, it will continue being understood and agreed that the provisions of such Sections 6.01, 6.02 and 7.03 shall be applicable to service the Mortgage Loans beyond Servicer notwithstanding any such resignation or termination of the prescribed Servicer, or the termination date until of this Agreement. Within a reasonable period of time, but in no event longer than 30 days of the appointment of a successor entity, the Servicer shall prepare, execute and deliver to the successor entity any and all documents and other instruments, place in such time as successor's possession all Servicing Files, and do or cause to be done all other acts or things necessary or appropriate to effect the purposes of such notice of termination. The Servicer shall cooperate with the Trustee and the Master Servicer, using as applicable, and such successor in effecting the termination of the Servicer's responsibilities and rights hereunder and the transfer of servicing responsibilities to the successor Servicer, including without limitation, the transfer to such successor for administration by it of all cash amounts which shall at the time be credited by the Servicer to the Custodial Account or any Escrow Account or thereafter received with respect to the Mortgage Loans. Any successor appointed as provided herein shall execute, acknowledge and deliver to the Trustee, the Servicer and the Master Servicer an instrument (i) accepting such appointment, wherein the successor shall make the representations and warranties set forth in Section 6.01 and (ii) assuming the due and punctual performance and observance of each covenant and condition to be performed and observed by the Servicer under this Agreement, whereupon such successor shall become fully vested with all the rights, powers, duties, responsibilities, obligations and liabilities of the Servicer, with like effect as if originally named as a party to this Agreement. Any termination or resignation of the Servicer or termination of this Agreement pursuant to Sections 9.01 and 9.02 shall not affect any claims that the Master Servicer or the Trustee may have against the Servicer arising out of the Servicer's actions or failure to act prior to any such termination or resignation. The Servicer shall deliver (i) within three (3) Business Days to the successor servicer the funds in the Custodial Account and Escrow Account and (ii) within 30 Business Days all Mortgage Loan Documents and related documents and statements held by it hereunder and the Servicer shall account for all funds and shall execute and deliver such instruments and do such other things as may reasonably be required to more fully and definitively vest in the successor all such rights, powers, duties, responsibilities, obligations and liabilities of the Servicer. Upon a successor's acceptance of appointment as such, the Servicer shall notify the Trustee and Master Servicer of such appointment in accordance with the notice procedures set forth herein. Except as otherwise provided in this Agreement, all reasonable commercial effortscosts and expenses incurred in connection with any transfer of servicing hereunder as a result of a termination of the Servicer for cause pursuant to Section 9.01 of the Agreement, is able to appoint including, without limitation, the costs and expenses of the Master Servicer or any other Person in appointing a successor servicer acceptable servicer, or of the Master Servicer in assuming the responsibilities of the Servicer hereunder, or of transferring the Servicing Files and the other necessary data to the NIMS Insurer successor servicer shall be paid by the terminated, removed or resigning Servicer from its own funds without reimbursement. 37. The parties hereto acknowledge that Section 10.02 (Closing), Section 10.03 (Closing Documents), Section 10.07 (Notices) and otherwise meeting Section 10.16 (Exhibits) are inapplicable to this Agreement. 38. A new Section 10.19 is hereby added to the characteristics of Sections 7.01 and 9.01.Master Servicing Agreement to read as follows:

Termination Without Cause. (a) This Agreement shall terminate upon: : (i) the later of (a) the distribution of the final payment or liquidation proceeds on the last Mortgage Loan to the Master Owner (or advances by the Servicer or Trust Fundfor the same), and (b) the disposition of all REO Property acquired upon foreclosure of the last Mortgage Loan and the remittance of all funds due hereunder hereunder, or (ii) mutual consent of the Servicer Servicer, ▇▇▇▇▇▇ Capital and the Master Servicer in writing, provided such termination is also acceptable to writing or (iii) at the Rating Agencies and the NIMS Insurer. In addition, with the prior written consent sole option of the Master Servicer and the NIMS Insurer, the Seller may terminate this Agreement with respect to all (but not less than all) of the Mortgage Loans▇▇▇▇▇▇ Capital, without cause, provided that the Seller gives the Servicer upon 30 days’ notice prior to any such termination, but in no event shall such termination occur prior to the Closing Datedays written notice. Any such notice of termination shall be in writing and delivered to the Servicer, the Master Servicer, the Trustee and the NIMS Insurer Servicer by registered mail to the address set forth in Section 9.03at the beginning of this Agreement. The Seller Master Servicer, the Trustee and the Servicer shall comply with the termination procedures set forth in Section 9.01 hereof. All unreimbursed Option One Servicing FeesSections 10.01 and 10.03 hereof and the procedures set forth below, Servicing Advances and Monthly Advances still owing provided that, in the event ▇▇▇▇▇▇ Capital terminates this Agreement without cause in accordance with subclause (iii) above, ▇▇▇▇▇▇ Capital shall pay the Servicer shall be deducted by the Servicer from the final remittance a termination fee equal to 2.0% of the funds to aggregate unpaid balance of the successor servicer. Should Mortgage Loans as of such funds be insufficient to pay for all unreimbursed Option One Servicing Fees, Servicing Advances or Monthly Advances, the Seller shall reimburse the Servicer within five (5) days upon receipt of an invoice from the Servicer without right of reimbursement from the Trust Fundtermination date. In connection with any such termination pursuant referred to in clause (ii) of the first sentence of this Section 8.02(a)or (iii) above, all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid at the time of such termination by the Trust Fund. Upon a termination of the Servicer for cause pursuant to Section 8.01, all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid by the Trust Fund as such amounts are received from the related Mortgage Loans. In connection with any termination without cause pursuant to the second sentence of this Section 8.02(a), the Seller or successor servicer ▇▇▇▇▇▇ Capital will be responsible for reimbursing the Servicer for all unreimbursed out-of-pocket Servicing Advances, Monthly Advances and Option One Servicing Fees within 15 Business Days following the date of termination and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing servicing. Notwithstanding and in addition to the foregoing, in the event that (i) a Mortgage Loan becomes delinquent for a period of 90 days or more (a "Delinquent Mortgage Loan") or (ii) a Mortgage Loan becomes an REO Property, ▇▇▇▇▇▇ Capital may at its election terminate this Agreement (a) with respect to such Delinquent Mortgage Loan or (b) REO Property, in each case, upon 15 days' written notice to the time Servicer. In the event of such transfer of servicing ifelection, and only if, funds in the Collection Account are not sufficient to ▇▇▇▇▇▇ Capital shall reimburse the Servicer for all such unreimbursed fees out-of-pocket Servicing Advances and advancesMonthly Advances on the date of termination and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing, including, but not limited to, costs associated with the transfer of the related files to the Owner's designee. Section 10.01 (Successor to the Servicer) is hereby amended in its entirety to read as follows: Simultaneously with the termination of the Servicer's responsibilities and duties under this Agreement (a) pursuant to Sections 6.02, 7.03, 8.03, 9.01 or 9.02, the Master Servicer shall, in accordance with the provisions of the Trust Agreement (i) succeed to and assume all of the Servicer's responsibilities, rights, duties and obligations under this Agreement, or (ii) appoint a successor servicer meeting the eligibility requirements of this Agreement set forth in Sections 8.01(i) and (ii) and which shall succeed to all rights and assume all of the responsibilities, duties and liabilities of the Servicer under this Agreement with the termination of the Servicer's responsibilities, duties and liabilities under this Agreement. Any invoices received by successor to the Servicer after termination will that is not at that time a Servicer of other mortgage loans for the Trust Fund shall be forwarded subject to the Sellerapproval of the Master Servicer, which ▇▇▇▇▇▇ Capital, the Trustee and each Rating Agency (as such Seller or term is defined in the Trust Agreement). Unless the successor servicer is at that time a Servicer of other mortgage loans for the Trust Fund, each Rating Agency must deliver to the Trustee a letter to the effect that such transfer of servicing will not result in a qualification, withdrawal or downgrade of the then-current rating of any of the Certificates. In connection with such appointment and assumption, the Master Servicer or the Depositor, as applicable, may make such arrangements for the compensation of such successor out of payments on the Mortgage Loans as it and such successor shall pay within five (5) Business Days upon receipt from agree; provided, however, that no such compensation shall be in excess of that permitted the Servicer. (b) Servicer under this Agreement. In the event that the Servicer decides to terminate its obligations Servicer's duties, responsibilities and liabilities under this Agreement as set forth in clause (ii) of Section 8.02(a)should be terminated pursuant to the aforementioned sections, the Servicer agrees shall discharge such duties and responsibilities during the period from the date it acquires knowledge of such termination until the effective date thereof with the same degree of diligence and prudence which it is obligated to exercise under this Agreement, and shall take no action whatsoever that might impair or prejudice the rights or financial condition of its successor. The resignation or removal of the Servicer pursuant to the aforementioned sections shall not become effective until a successor shall be appointed pursuant to this Section 10.01 and shall in no event relieve the Servicer of the representations and warranties made pursuant to Section 6.01 and the remedies available to the Trustee under Sections 6.02 and 7.03, it will continue being understood and agreed that the provisions of such Sections 6.01, 6.02 and 7.03 shall be applicable to service the Mortgage Loans beyond Servicer notwithstanding any such resignation or termination of the prescribed Servicer, or the termination date until of this Agreement. Within a reasonable period of time, but in no event longer than 30 days of the appointment of a successor entity, the Servicer shall prepare, execute and deliver to the successor entity any and all documents and other instruments, place in such time as successor's possession all Servicing Files, and do or cause to be done all other acts or things necessary or appropriate to effect the purposes of such notice of termination. The Servicer shall cooperate with the Trustee and the Master Servicer, using as applicable, and such successor in effecting the termination of the Servicer's responsibilities and rights hereunder and the transfer of servicing responsibilities to the successor Servicer, including without limitation, the transfer to such successor for administration by it of all cash amounts which shall at the time be credited by the Servicer to the Custodial Account or any Escrow Account or thereafter received with respect to the Mortgage Loans. Any successor appointed as provided herein shall execute, acknowledge and deliver to the Trustee, the Servicer and the Master Servicer an instrument (i) accepting such appointment, wherein the successor shall make the representations and warranties set forth in Section 6.01 and (ii) an assumption of the due and punctual performance and observance of each covenant and condition to be performed and observed by the Servicer under this Agreement, whereupon such successor shall become fully vested with all the rights, powers, duties, responsibilities, obligations and liabilities of the Servicer, with like effect as if originally named as a party to this Agreement. Any termination or resignation of the Servicer or termination of this Agreement pursuant to Sections 10.01 shall not affect any claims that the Master Servicer or the Trustee may have against the Servicer arising out of the Servicer's actions or failure to act prior to any such termination or resignation. The Servicer shall deliver (i) within three (3) Business Days to the successor Servicer the funds in the Custodial Account and Escrow Account and (ii) within 30 Business Days all Mortgage Loan Documents and related documents and statements held by it hereunder and the Servicer shall account for all funds and shall execute and deliver such instruments and do such other things as may reasonably be required to more fully and definitively vest in the successor all such rights, powers, duties, responsibilities, obligations and liabilities of the Servicer. Upon a successor's acceptance of appointment as such, the Servicer shall notify the Trustee and Master Servicer of such appointment in accordance with the notice procedures set forth herein. Except as otherwise provided in this Agreement, all reasonable commercial effortscosts and expenses incurred in connection with any transfer of servicing hereunder as a result of a termination of the Servicer for cause pursuant to Section 9.01 of the Agreement, is able to appoint including, without limitation, the costs and expenses of the Master Servicer or any other Person in appointing a successor servicer acceptable servicer, or of the Master Servicer in assuming the responsibilities of the Servicer hereunder, or of transferring the Servicing Files and the other necessary data to the NIMS Insurer successor servicer shall be paid by the terminated, removed or resigning Servicer from its own funds without reimbursement. 36. The parties hereto acknowledge that Section 10.02 (Closing), Section 10.03 (Closing Documents), Section 10.07 (Notices) and otherwise meeting the characteristics of Sections 7.01 and 9.01Section 10.16 (Exhibits) are inapplicable to this Agreement.

Termination Without Cause. (a) This Agreement shall terminate upon: (i) the later of (a) the distribution of the final payment or liquidation proceeds on the last Mortgage Loan to the Master Servicer (or Trust Fundadvances by the Servicer for the same), and (b) the disposition of all REO Property acquired upon foreclosure of the last Mortgage Loan and the remittance of all funds due hereunder or hereunder, (ii) mutual consent of the Servicer Servicer, the Seller and the Master Servicer in writing, writing provided such termination is also acceptable to the Rating Agencies and the NIMS Insurer. In addition, or (iii) with the prior written consent of the Master Servicer and at the NIMS Insurer, the Seller may terminate this Agreement with respect to all (but not less than all) discretion of the Mortgage Loans, without cause, provided that the Seller gives the Servicer Seller. Any such termination pursuant to clause (iii) above shall be with 30 days’ notice prior to any such terminationnotice, but in no event shall such termination occur prior to the Closing Date. Any such notice of termination shall be in writing and delivered to the Servicer, the Master Servicer, the Trustee Servicer and the NIMS Insurer Servicer by registered mail to the address addresses set forth in Section 9.039.03 of this Agreement. The Seller and the Servicer shall comply with the termination procedures set forth in Section Sections 7.03, 8.01 and 9.01 hereof. All unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing The Master Servicer shall not have the right to terminate the Servicer shall be deducted by the Servicer from the final remittance of the funds to the successor servicer. Should such funds be insufficient to pay for all unreimbursed Option One Servicing Fees, Servicing Advances or Monthly Advances, the Seller shall reimburse the Servicer within five (5) days upon receipt of an invoice from the Servicer without right of reimbursement from the Trust Fund. In connection with any termination pursuant to clause (iiiii) of the first sentence of this Section 8.02(a), all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid at the time of such termination by the Trust Fund. Upon a termination of the Servicer for cause pursuant to Section 8.01, all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid by the Trust Fund as such amounts are received from the related Mortgage Loans. In connection with any a termination without cause by the Seller pursuant to the second sentence clause (iii) of this Section 8.02(a), the Servicer shall be reimbursed by the Seller or successor servicer will be responsible for reimbursing the Servicer for all unreimbursed out-of-pocket Servicing Advances, Monthly Advances and Option One Servicing Fees and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing at the time of such transfer of servicing if, and only if, funds in the Collection Account are not sufficient to reimburse the Servicer for all such unreimbursed fees and advancesservicing. Any All invoices received by the Servicer after termination will be forwarded to the Seller, which such Seller or the successor servicer shall pay for payment within five thirty (530) Business Days upon days of receipt from the Servicer. (b) In the event that the Servicer decides to terminate its obligations under this Agreement as set forth in clause (ii) of Section 8.02(a), the Servicer agrees that it will continue to service the Mortgage Loans beyond the prescribed termination date until such time as the Master Servicer, using reasonable commercial efforts, is able to appoint a successor servicer acceptable to the NIMS Insurer and otherwise meeting the characteristics of Sections 7.01 and 9.01.

Termination Without Cause. (a) This Agreement shall terminate upon: (i) the later of (a) the distribution of the final payment or liquidation proceeds on the last Mortgage Loan to the Master Servicer (or Trust Fundadvances by the Servicer for the same), and (b) the disposition of all REO Property acquired upon foreclosure of the last Mortgage Loan and the remittance of all funds due hereunder hereunder, or (ii) mutual consent of the Servicer Servicer, the Seller and the Master Servicer in writing, writing provided such termination is also acceptable to the Rating Agencies and the NIMS Insurer. In addition, with the prior written consent of the Master Servicer and the NIMS Insurer, the Seller may terminate this Agreement Insurer or (iii) with respect to some or all (but not less than all) of the Mortgage Loans, at the sole option of the Seller, without cause, provided that the Seller gives the Servicer 30 days’ notice prior to any such terminationupon sixty (60) days written notice, but in no event shall such termination occur prior subject to the Closing Datelimitations set forth below. Any such notice of termination shall be in writing and delivered to the ServicerTrustee, the Master Servicer, the Trustee NIMS Insurer, the Servicer and the NIMS Insurer Rating Agencies by registered mail to the address set forth in Section 9.039.04 of this Agreement. The Seller and the Servicer shall comply with the termination procedures set forth in Section Sections 8.01, 8.02 and 9.01 hereof. All unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing Neither the Master Servicer nor the NIMS Insurer shall have the right to terminate the Servicer shall be deducted by the Servicer from the final remittance of the funds to the successor servicer. Should such funds be insufficient to pay for all unreimbursed Option One Servicing Fees, Servicing Advances or Monthly Advances, the Seller shall reimburse the Servicer within five (5) days upon receipt of an invoice from the Servicer without right of reimbursement from the Trust Fund. In connection with any termination pursuant to clause (iiiii) of the first sentence of this Section 8.02(a), all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid at the time of such termination by the Trust Fund. Upon a termination of the Servicer for cause pursuant to Section 8.01, all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid by the Trust Fund as such amounts are received from the related Mortgage Loans. In connection with any a termination without cause by the Seller pursuant to the second sentence clause (iii) of this Section 8.02(a), the Servicer shall be reimbursed by the Seller or successor servicer will be responsible for reimbursing the Servicer for all unreimbursed out-of-pocket Servicing Advances, Monthly Advances and Option One Servicing Fees and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing at the time of such transfer of servicing if, and only if, funds in the Collection Account are not sufficient to reimburse the Servicer for all such unreimbursed fees and advancesFees. Any All invoices received by the Servicer after termination will be forwarded to the Seller, which such Seller or the successor servicer shall pay for payment within five thirty (530) Business Days upon days of receipt from the Servicer. (b) In the event that the Servicer decides to terminate its obligations under this Agreement as set forth in clause (ii) of Section 8.02(a), the Servicer agrees that it will continue to service the Mortgage Loans beyond the prescribed termination date until such time as the Master Servicer, using reasonable commercial efforts, is able to appoint a successor servicer acceptable to the NIMS Insurer and otherwise meeting the characteristics of Sections 7.01 and 9.01.

Termination Without Cause. (a) This Agreement and the Seller’s rights hereunder with respect to some or all of the Mortgage Loans shall terminate upon: (i) the later of (a) the distribution of the final payment or liquidation proceeds on the last Mortgage Loan to the Master Servicer Purchaser (or Trust Fundadvances by the Seller for the same), and (b) the disposition of all REO Property acquired upon foreclosure of the last Mortgage Loan and the remittance of all funds due hereunder hereunder, or (ii) mutual consent of the Servicer Seller and the Master Servicer Purchaser in writing, provided such termination is also acceptable to writing or (iii) at the Rating Agencies and the NIMS Insurer. In addition, with the prior written consent sole option of the Master Servicer and the NIMS Insurer, the Seller may terminate this Agreement with respect to all (but not less than all) of the Mortgage LoansPurchaser, without cause, provided that the Seller gives the Servicer upon 30 days’ notice prior to any such terminationdays written notice, but in no event shall such termination occur prior subject to the Closing Datelimitations set forth below. Any such notice of termination shall be in writing and delivered to the Servicer, the Master Servicer, the Trustee and the NIMS Insurer Seller by registered mail to the address set forth in Section 9.03at the beginning of this Agreement. The Seller Purchaser and the Servicer Seller shall comply with the termination procedures set forth in Section 9.01 Sections 28(a) and 21 hereof. All unreimbursed Option One Servicing FeesIn the event the Purchaser terminates the Seller without cause with respect to some or all of the Mortgage Loans, Servicing Advances and Monthly Advances still owing the Servicer Purchaser shall be deducted by required to pay to the Servicer from the final remittance Seller a termination fee equal to 1.125% of the funds aggregate unpaid principal balance of the Mortgage Loans as of such termination date (or such other amount as may be set forth in the related Purchase Price and Terms Letter); provided, that no termination fee shall be paid or payable with respect to the successor servicerunpaid principal balance of any Distressed Mortgage Loan. Should Subject to the requirements set forth in this paragraph, the Seller may terminate this Agreement with respect to the servicing of those Mortgage Loans that are determined to be Distressed Mortgage Loans as of the fifteenth calendar day preceding the Transfer Date (or if such funds day is not a Business Day, the immediately preceding Business Day) and servicing of such Mortgage Loans shall be insufficient transferred to pay the Special Servicer. The Seller shall be responsible for the delivery of all unreimbursed Option One Servicing Fees, Servicing Advances or Monthly Advancesrequired transfer notices and will send a copy of the transfer notice to the Master Servicer. Not later than the Business Day immediately following the Transfer Date, the Seller shall reimburse deliver to the Special Servicer, with respect to the Distressed Mortgage Loans that were transferred to the Special Servicer within five (5) days upon receipt of an invoice from the Servicer without right of reimbursement from the Trust Fund. In connection with any termination pursuant to clause (ii) of the first sentence of this Section 8.02(a)on such Transfer Date, all unreimbursed Option One related Servicing Fees, Servicing Advances Files and Monthly Advances still owing the Servicer shall be paid at the time of such termination by the Trust Fund. Upon a termination of the Servicer for cause pursuant to Section 8.01, all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid by the Trust Fund as such amounts are received from the related Mortgage Loans. In connection with any termination without cause pursuant to the second sentence of this Section 8.02(a), the Seller loan level tape or successor servicer will be responsible for reimbursing the Servicer for all unreimbursed outother electronic media containing loan set-of-pocket Servicing Advances, Monthly Advances and Option One Servicing Fees and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing at the time of such transfer of servicing if, and only if, funds up information in the Collection Account are not sufficient to reimburse the Servicer for all such unreimbursed fees and advances. Any invoices received by the Servicer after termination will be forwarded to the Seller, which such Seller or successor servicer shall pay within five (5) Business Days upon receipt from the Servicer. (b) In the event that the Servicer decides to terminate its obligations under this Agreement as set forth in clause (ii) of Section 8.02(a), the Servicer agrees that it will continue to service the Mortgage Loans beyond the prescribed termination date until such time as the Master Servicer, using reasonable commercial efforts, is able to appoint a successor servicer form reasonably acceptable to the NIMS Insurer and otherwise meeting the characteristics of Sections 7.01 and 9.01Special Servicer. No termination fee shall be payable to Seller with respect to Mortgage Loans that transfer to a Special Servicer.

Termination Without Cause. (a) This Agreement shall terminate upon: (i) the later of (a) the distribution of the final payment or liquidation proceeds on the last Mortgage Loan to the Master Servicer or Trust Fund, and (b) the disposition of all REO Property acquired upon foreclosure of the last Mortgage Loan and the remittance of all funds due hereunder or (ii) mutual consent of the Servicer and the Master Servicer in writing, provided such termination is also acceptable to the Rating Agencies and the NIMS Insurer. In addition, with the prior written consent of the Master Servicer and the NIMS Insurer, the Seller may terminate this Agreement Insurer or (iii) with respect to some or all (but not less than all) of the Mortgage Loans, at the sole option of the Seller, without cause, provided that the Seller gives the Servicer upon 30 days’ written notice prior to any such termination, but in no event shall such termination occur prior to the Closing DateServicer, subject to payment by the Seller of the Termination Fee as set forth in Exhibit E hereto or other fees as mutually agreed upon by the parties and to the other limitations set forth below. Any such notice of termination shall be in writing and delivered to the Servicer, the Master Servicer, the Trustee and the NIMS Insurer by registered mail to the address set forth in Section 9.03. The Seller and In connection with any termination pursuant to clause (i) of the Servicer shall comply with the termination procedures set forth in first sentence of Section 9.01 hereof. All 8.02(a), all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be deducted by the Servicer from the final remittance of the funds to the successor servicer. Should such funds be insufficient to pay for all unreimbursed Option One Servicing Fees, Servicing Advances or Monthly Advances, the Seller shall reimburse the Servicer within five (5) days upon receipt of an invoice from the Servicer without right of reimbursement from the Trust FundMaster Servicer. In connection with any termination pursuant to clause clauses (ii) or (iii) of the first sentence of this Section 8.02(a), all unreimbursed Option One Servicing Fees, Servicing Advances, Monthly Advances and Monthly Advances Applicable Termination Fees still owing the Servicer shall be paid at the time of such termination by the Trust FundFund by deducting from final remittance of the funds to successor servicer (on first three items) and by the Seller (on Termination Fee). Upon a termination of the Servicer for cause pursuant to Section 8.01, all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid by the Trust Fund as such amounts are received from the related Mortgage Loans. In connection with any termination the event that Seller terminates the Servicer without cause pursuant with respect to some or all of the second sentence of this Mortgage Loans in accordance with Section 8.02(a8.02(a)(iii), the Seller or successor servicer will shall be responsible for reimbursing required to pay to the Servicer for all unreimbursed out-of-pocket Servicing Advances, Monthly Advances and Option One Servicing Fees and other reasonable and necessary out-of-pocket costs associated with any transfer a Termination Fee in the amount set forth at Exhibit E hereto as of servicing at the time date of such transfer of servicing iftermination; provided, and only if, funds in the Collection Account are not sufficient to reimburse the Servicer for all such unreimbursed fees and advances. Any invoices received by the Servicer after termination will that no Termination Fee shall be forwarded paid or payable with respect to the Seller, which such Seller or successor servicer shall pay within five (5) Business Days upon receipt from the Servicerunpaid principal balance of any terminated Distressed Mortgage Loan. (b) In the event that the Servicer decides to terminate its obligations under this Agreement as set forth in clause (ii) of Section 8.02(a), the Servicer agrees that it will continue to service the Mortgage Loans beyond the prescribed termination date until such time as the Master Servicer, using reasonable commercial efforts, is able to appoint a successor servicer acceptable to the NIMS Insurer and otherwise meeting the characteristics of Sections 7.01 and 9.01.

Termination Without Cause. (a) This Agreement shall terminate upon: : (i) the later of (a) the distribution of the final payment or liquidation proceeds on the last Mortgage Loan to the Master Owner (or advances by the Servicer or Trust Fundfor the same), and (b) the disposition of all REO Property acquired upon foreclosure of the last Mortgage Loan and the remittance of all funds due hereunder hereunder, or (ii) mutual consent of the Servicer and the Master Servicer Owner in writing, provided such termination is also acceptable to writing or (iii) at the Rating Agencies and the NIMS Insurer. In addition, with the prior written consent sole option of the Master Servicer and the NIMS Insurer, the Seller may terminate this Agreement with respect to all (but not less than all) of the Mortgage LoansOwner, without cause, provided that the Seller gives the Servicer upon 30 days’ notice prior to any such termination, but in no event shall such termination occur prior to the Closing Datedays written notice. Any such notice of termination shall be in writing and delivered to the Servicer, the Master Servicer, the Trustee and the NIMS Insurer Servicer by registered mail to the address set forth in Section 9.03at the beginning of this Agreement. The Seller Owner and the Servicer shall comply with the termination procedures set forth in Section 9.01 hereof. All unreimbursed Option One Servicing FeesSections 10.01 and 10.03 hereof and the procedures set forth below, Servicing Advances and Monthly Advances still owing provided that, in the event the Owner terminates this Agreement without cause in accordance with subclause (iii) above, the Owner shall pay the Servicer shall be deducted by the Servicer from the final remittance a termination fee equal to (A) with respect to fixed rate Mortgage Loans, 2.0% of the funds aggregate unpaid principal balance of the fixed rate Mortgage Loans as of such termination date and (B) with respect to ARM Mortgage Loans, 2.0% of the successor servicer. Should aggregate unpaid principal balance of the ARM Mortgage Loans as of such funds be insufficient to pay for all unreimbursed Option One Servicing Fees, Servicing Advances or Monthly Advances, the Seller shall reimburse the Servicer within five (5) days upon receipt of an invoice from the Servicer without right of reimbursement from the Trust Fundtermination date. In connection with any such termination pursuant referred to in clause (ii) of the first sentence of this Section 8.02(a), all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid at the time of such termination by the Trust Fund. Upon a termination of the Servicer for cause pursuant to Section 8.01, all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid by the Trust Fund as such amounts are received from the related Mortgage Loans. In connection with any termination without cause pursuant to the second sentence of this Section 8.02(a)or (iii) above, the Seller or successor servicer Owner will be responsible for reimbursing the Servicer for all unreimbursed out-of-pocket Servicing Advances, Advances and Monthly Advances and Option One Servicing Fees within 15 Business Days following the date of termination and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing servicing. Notwithstanding and in addition to the foregoing, in the event that (i) a Mortgage Loan becomes delinquent for a period of 90 days or more (a "Delinquent Mortgage Loan") or (ii) a Mortgage Loan becomes an REO Property, the Owner may at its election terminate this Agreement with respect to such Delinquent Mortgage Loan or REO Property upon 15 days' written notice to the time Servicer. In the event of such transfer of servicing ifelection, and only if, funds in the Collection Account are not sufficient to Owner shall reimburse the Servicer for all such unreimbursed fees out-of-pocket Servicing Advances and advances. Any invoices received by Monthly Advances within 15 Business Days following the Servicer after date of termination will be forwarded and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing, including, but not limited to, costs associated with the transfer of the related files to the Seller, which such Seller or successor servicer shall pay within five (5) Business Days upon receipt from the ServicerOwner's designee. (b) In the event that the Servicer decides to terminate its obligations under this Agreement as set forth in clause (ii) of Section 8.02(a), the Servicer agrees that it will continue to service the Mortgage Loans beyond the prescribed termination date until such time as the Master Servicer, using reasonable commercial efforts, is able to appoint a successor servicer acceptable to the NIMS Insurer and otherwise meeting the characteristics of Sections 7.01 and 9.01.

Termination Without Cause. (a) This Agreement shall terminate upon: (i) the later of (a) the distribution of the final payment or liquidation proceeds on the last Mortgage Loan to the Master Servicer (or Trust Fundadvances by the Servicer for the same), and (b) the disposition of all REO Property acquired upon foreclosure of the last Mortgage Loan and the remittance of all funds due hereunder hereunder, or (ii) mutual consent of the Servicer Servicer, the Seller and the Master Servicer in writing, writing provided such termination is also acceptable to the Rating Agencies and the NIMS Insurer. In addition, with the prior written consent of the Master Servicer and the NIMS Insurer, the Seller may terminate this Agreement or (iii) with respect to some or all (but not less than all) of the Mortgage Loans, at the sole option of the Seller, without cause, provided that the Seller gives the Servicer upon 30 days’ notice prior to any such terminationdays written notice, but in no event shall such termination occur prior subject to the Closing Datelimitations set forth below. Any such notice of termination shall be in writing and delivered to the Servicer, the Master Servicer, the Trustee Servicer and the NIMS Insurer Servicer by registered mail to the address set forth in Section 9.039.04 of this Agreement. The Seller and the Servicer shall comply with the termination procedures set forth in Section Sections 8.01, 8.02 and 9.01 hereof. All unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing The Master Servicer or the Indenture Trustee shall have no right to terminate the Servicer shall be deducted by pursuant to Section 8.02. In the event the Seller terminates the Servicer from the final remittance without cause with respect to some or all of the funds to the successor servicer. Should such funds be insufficient to pay for all unreimbursed Option One Servicing FeesMortgage Loans in accordance with Section 8.02(iii), Servicing Advances or Monthly Advances, (x) the Seller shall reimburse be required to pay to the Servicer within five (5) days upon receipt of a Termination Fee in an invoice from amount equal to the Servicer without right of reimbursement from the Trust Fund. In connection with any termination pursuant to clause (ii) product of the first sentence Termination Fee Rate and the outstanding principal balance of this Section 8.02(a)the terminated Mortgage Loans as of the date of such termination; provided, all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer that no Termination Fee shall be paid at the time of such termination by the Trust Fund. Upon a termination of the Servicer for cause pursuant to Section 8.01, all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid by the Trust Fund as such amounts are received from the related Mortgage Loans. In connection or payable with any termination without cause pursuant respect to the second sentence unpaid principal balance of this Section 8.02(a), any terminated Distressed Mortgage Loan and (y) the Seller Master Servicer or a successor servicer will be responsible for reimbursing the Servicer for all unreimbursed out-of-pocket Servicing Advances, Monthly Advances and Option One Servicing Fees and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing at the time of such transfer of servicing if, and only if, funds in the Collection Account are not sufficient to shall reimburse the Servicer for all accrued and unpaid Servicing Fees and unreimbursed Servicing Advances upon the transfer of servicing to such unreimbursed fees and advances. Any invoices received by the Servicer after termination will be forwarded to the Seller, which such Seller or successor servicer shall pay within five (5) Business Days upon receipt from the Servicerservicer. (b) In the event that the Servicer decides to terminate its obligations under this Agreement as set forth in clause (ii) of Section 8.02(a), the Servicer agrees that it will continue to service the Mortgage Loans beyond the prescribed termination date until such time as the Master Servicer, using reasonable commercial efforts, is able to appoint a successor servicer acceptable to the NIMS Insurer and otherwise meeting the characteristics of Sections 7.01 and 9.01.

Termination Without Cause. (a) This Agreement shall terminate upon: (i) the later of (a) the distribution of the final payment or liquidation proceeds on the last Mortgage Securitized Loan to the Master Servicer or Trust Fundthe Trust, and (b) the disposition of all REO Property acquired upon foreclosure of the last Mortgage Securitized Loan and the remittance of all funds due hereunder or (ii) mutual consent of the Servicer and the Master Servicer in writing, provided such termination is also acceptable to the applicable Rating Agency or Rating Agencies and the NIMS NIMs Insurer. In addition, with the prior written consent of the Master Servicer and the NIMS NIMs Insurer, the Seller or its designee may terminate this Agreement with respect to all (but not less than all) of the Mortgage Securitized Loans, without cause, provided provided, that the Seller or its designee gives the Servicer 30 days’ notice prior to any such termination, but in no event shall such termination occur prior to the Closing Date' notice. Any such notice of termination shall be in writing and delivered to the Servicer, NIMs Insurer and the Master Servicer, the Trustee and the NIMS Insurer Servicer by registered mail to the address set forth in Section 9.03. The Seller or its designee and the Servicer shall comply with the termination procedures set forth in Section 9.01 hereof. All unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be deducted paid by the Servicer Seller or its designee or the successor servicer from the final remittance its own funds within 5 Business Days of the funds to the successor servicer. Should date of such funds be insufficient to pay for all unreimbursed Option One Servicing Fees, Servicing Advances or Monthly Advances, the Seller shall reimburse the Servicer within five (5) days upon receipt of an invoice from the Servicer termination without right of reimbursement from the Trust FundTrust. In connection with any termination pursuant to clause (ii) of the first sentence of this Section 8.02(a), all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid at the time of such termination by the Trust FundTrust. Upon a termination of the Servicer for cause pursuant to Section 8.01, all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid by the Trust Fund as such amounts are received from the related Mortgage Securitized Loans. In connection with any termination without cause pursuant to the second sentence of this Section 8.02(a), the Seller or its designee or the successor servicer will be responsible for reimbursing the Servicer for all unreimbursed out-of-pocket Servicing Advances, Monthly Advances and Option One Servicing Fees and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing at the time of such transfer of servicing if, and only if, funds in the Collection Account are not sufficient to reimburse the Servicer for all such unreimbursed fees and advancesservicing. Any invoices received by the Servicer after termination will be forwarded to the Seller, which such Seller or its designee, and the Seller or its designee or the successor servicer shall pay such invoices within five (5) Business Days upon receipt from the Servicer. (b) In the event that the Servicer decides to terminate its obligations under this Agreement as set forth in clause (ii) of Section 8.02(a), the Servicer agrees that it will continue to service the Mortgage Loans beyond the prescribed termination date until such time as the Master Servicer, using reasonable commercial efforts, is able to appoint a successor servicer acceptable to the NIMS Insurer and otherwise meeting the characteristics of Sections 7.01 and 9.01.

Termination Without Cause. (a) This Agreement shall terminate upon: (i) the later of (a) the distribution of the final payment or liquidation proceeds on the last Mortgage Loan to the Master Servicer (or Trust Fundadvances by the Servicer for the same), and (b) the disposition of all REO Property acquired upon foreclosure of the last Mortgage Loan and the remittance of all funds due hereunder hereunder, or (ii) mutual consent of the Servicer Servicer, the Seller and the Master Servicer in writing, writing provided such termination is also acceptable to the Rating Agencies and the NIMS Insurer. In addition, with the prior written consent of the Master Servicer and the NIMS Insurer, the Seller may terminate this Agreement Insurer or (iii) with respect to some or all (but not less than all) of the Mortgage Loans, at the sole option of the Seller, without cause, provided that the Seller gives the Servicer 30 upon sixty (60) days’ notice prior to any such terminationwritten notice, but in no event shall such termination occur prior subject to the Closing Datelimitations set forth below. Any such notice of termination shall be in writing and delivered to the ServicerTrustee, the Master Servicer, the Trustee NIMS Insurer and the NIMS Insurer Servicer by registered mail to the address set forth in Section 9.039.04 of this Agreement. The Seller and the Servicer shall comply with the termination procedures set forth in Section Sections 8.01, 8.02 and 9.01 hereof. In the event the Seller terminates the Servicer without cause with respect to some or all of the Mortgage Loans (other than Distressed Mortgage Loans), the Seller shall be required to pay to the Servicer a Termination Fee in an amount equal to the sum of (i) the product of (x) the Termination Fee Percentage, (y) the applicable Termination Rate and (z) the outstanding principal balance of the terminated Mortgage Loans as of the date of such termination and (ii) $15.00 for each Mortgage Loan so terminated. All unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing to the Servicer relating to such terminated Mortgage Loans (other than Distressed Mortgage Loans) shall be deducted by reimbursed and paid to the Servicer from the final remittance of the funds to the successor servicer. Should such funds be insufficient to pay for all unreimbursed Option One Servicing Fees, Servicing Advances or Monthly Advances, the Seller shall reimburse the Servicer within five (5) days upon receipt of an invoice from the Servicer without right of reimbursement from the Trust Fund. In connection with any termination pursuant to clause (ii) of the first sentence of this Section 8.02(a), all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid at the time of such termination by the Trust FundSeller. Upon a termination of In the event the Seller terminates the Servicer for cause pursuant to Section 8.01, all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid by the Trust Fund as such amounts are received from the related Mortgage Loans. In connection with any termination without cause pursuant with respect to the second sentence of this Section 8.02(a)any Distressed Mortgage Loan, the Seller or successor servicer will shall be responsible for reimbursing required to pay to the Servicer a Termination Fee in an amount equal to $15.00 for all unreimbursed out-of-pocket Servicing Advances, Monthly Advances and Option One Servicing Fees and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing at the time of such transfer of servicing if, and only if, funds in the Collection Account are not sufficient to reimburse the Servicer for all such unreimbursed fees and advances. Any invoices received by the Servicer after termination will be forwarded to the Seller, which such Seller or successor servicer shall pay within five (5) Business Days upon receipt from the Servicereach Distressed Mortgage Loan so terminated. (b) In the event that the Servicer decides to terminate its obligations under this Agreement as set forth in clause (ii) of Section 8.02(a), the Servicer agrees that it will continue to service the Mortgage Loans beyond the prescribed termination date until such time as the Master Servicer, using reasonable commercial efforts, is able to appoint a successor servicer acceptable to the NIMS Insurer and otherwise meeting the characteristics of Sections 7.01 and 9.01.

Termination Without Cause. (a) This Agreement shall terminate upon: (i) the later of (a) the distribution of the final payment or liquidation proceeds on the last Mortgage Loan to the Master Servicer (or Trust Fundadvances by the Servicer for the same), and (b) the disposition of all REO Property acquired upon foreclosure of the last Mortgage Loan and the remittance of all funds due hereunder hereunder, or (ii) mutual consent of the Servicer Servicer, each Seller (with respect to its related Mortgage Loans) and the Master Servicer in writing, writing provided such termination is also acceptable to the Rating Agencies and the NIMS Insurer. In addition, with the prior written consent of the Master Servicer and the NIMS Insurer, the Seller may terminate this Agreement Insurer or (iii) with respect to some or all (but not less than all) of the Mortgage Loans, at the sole option of each Seller (with respect to its related Mortgage Loans), without cause, provided that the Seller gives the Servicer upon 30 days’ notice prior to any such terminationdays written notice, but in no event shall such termination occur prior subject to the Closing Datelimitations set forth below. Any such notice of termination shall be in writing and delivered to the Servicer, the Master Servicer, the Trustee NIMS Insurer and the NIMS Insurer Servicer by registered mail to the address set forth in Section 9.039.04 of this Agreement. The Seller and the Servicer shall comply with the termination procedures set forth in Section Sections 8.01, 8.02 and 9.01 hereof. All unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing The Master Servicer or the Trustee shall have no right to terminate the Servicer shall be deducted by pursuant to Section 8.02. In the Servicer from the final remittance of the funds to the successor servicer. Should such funds be insufficient to pay for all unreimbursed Option One Servicing Fees, Servicing Advances or Monthly Advances, the event either Seller shall reimburse the Servicer within five (5) days upon receipt of an invoice from terminates the Servicer without right of reimbursement from the Trust Fund. In connection cause with any termination pursuant respect to clause (ii) some or all of the first sentence of this Mortgage Loans in accordance with Section 8.02(a8.02(iii), all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing (x) such Seller shall be required to pay to the Servicer a Termination Fee in an amount equal to the product of the Termination Fee Rate and the outstanding principal balance of the terminated Mortgage Loans as of the date of such termination; provided, that no Termination Fee shall be paid at the time of such termination by the Trust Fund. Upon a termination of the Servicer for cause pursuant to Section 8.01, all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid by the Trust Fund as such amounts are received from the related Mortgage Loans. In connection or payable with any termination without cause pursuant respect to the second sentence unpaid principal balance of this Section 8.02(a), any terminated Distressed Mortgage Loan and (y) the Seller Master Servicer or a successor servicer will be responsible for reimbursing the Servicer for all unreimbursed out-of-pocket Servicing Advances, Monthly Advances and Option One Servicing Fees and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing at the time of such transfer of servicing if, and only if, funds in the Collection Account are not sufficient to shall reimburse the Servicer for all accrued and unpaid Servicing Fees and unreimbursed Servicing Advances upon the transfer of servicing to such unreimbursed fees and advances. Any invoices received by the Servicer after termination will be forwarded to the Seller, which such Seller or successor servicer shall pay within five (5) Business Days upon receipt from the Servicerservicer. (b) In the event that the Servicer decides to terminate its obligations under this Agreement as set forth in clause (ii) of Section 8.02(a), the Servicer agrees that it will continue to service the Mortgage Loans beyond the prescribed termination date until such time as the Master Servicer, using reasonable commercial efforts, is able to appoint a successor servicer acceptable to the NIMS Insurer and otherwise meeting the characteristics of Sections 7.01 and 9.01.

Termination Without Cause. (a) This Agreement shall terminate upon: (i) the later of (aof(a) the distribution of the final payment or liquidation proceeds on the last Mortgage Loan to the Master Owner (or advances by the Servicer or Trust Fund, for the same) and (b) the disposition of all REO Property acquired upon foreclosure of the last Mortgage Loan and the remittance of all funds due hereunder hereunder, or (ii) mutual consent of the Servicer Servicer, the Seller and the Master Servicer in writing, provided such termination is also acceptable to writing or (iii) at the Rating Agencies and the NIMS Insurer. In addition, with the prior written consent sole option of the Master Servicer and the NIMS Insurer, the Seller may terminate this Agreement with respect to all (but not less than all) of the Mortgage LoansSeller, without cause, provided that the Seller gives the Servicer upon 30 days’ notice prior to any such termination, but in no event shall such termination occur prior to the Closing Datedays written notice. Any such notice of termination shall be in writing and delivered to the Servicer, the Master Servicer, the Trustee and the NIMS Insurer Servicer by registered mail to the address set forth in Section 9.03at the beginning of this Agreement. The Seller Master Servicer, the Trustee and the Servicer shall comply with the termination procedures set forth in Section 9.01 hereof. All unreimbursed Option One Servicing Feeshereof and the procedures set forth below, Servicing Advances and Monthly Advances still owing provided that, in the Servicer shall be deducted by event the Servicer from the final remittance of the funds to the successor servicer. Should such funds be insufficient to pay for all unreimbursed Option One Servicing Fees, Servicing Advances or Monthly AdvancesSeller terminates this Agreement without cause in accordance with subclause (iii) above, the Seller shall reimburse pay the Servicer within five (5) days upon receipt a termination fee equal to 2.0% of an invoice from the Servicer without right aggregate unpaid balance of reimbursement from the Trust FundMortgage Loans as of such termination date. In connection with any such termination pursuant referred to in clause (ii) of the first sentence of this Section 8.02(a), all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid at the time of such termination by the Trust Fund. Upon a termination of the Servicer for cause pursuant to Section 8.01, all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid by the Trust Fund as such amounts are received from the related Mortgage Loans. In connection with any termination without cause pursuant to the second sentence of this Section 8.02(a)or (iii) above, the Seller or successor servicer will be responsible for reimbursing the Servicer for all unreimbursed out-of-pocket Servicing Advances, Monthly Advances and Option One Servicing Fees within 15 Business Days following the date of termination and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing servicing. Notwithstanding and in addition to the foregoing, in the event that (i) a Mortgage Loan becomes delinquent for a period of 90 days or more (a "Delinquent Mortgage Loan") or (ii) a Mortgage Loan becomes an REO Property, the Seller may at its election terminate this Agreement (a) with respect to such Delinquent Mortgage Loan or (b) REO Property, in each case, upon 15 days' written notice to the time Servicer. In the event of such transfer of servicing ifelection, and only if, funds in the Collection Account are not sufficient to Seller shall reimburse the Servicer for all such unreimbursed fees out-of-pocket Servicing Advances and advancesMonthly Advances on the date of termination and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing, including, but not limited to, costs associated with the transfer of the related files to the Owner's designee. Section 10.01 (Successor to the Servicer) is hereby amended in its entirety to read as follows: Simultaneously with the termination of the Servicer's responsibilities and duties under this Agreement (a) pursuant to Sections 6.02, 7.03, 8.03, 9.01 or 9.02, the Master Servicer shall, in accordance with the provisions of the Trust Agreement (i) succeed to and assume all of the Servicer's responsibilities, rights, duties and obligations under this Agreement or (ii) appoint a successor servicer meeting the eligibility requirements of this Agreement set forth in Sections 8.01(i) and (ii) and which shall succeed to all rights and assume all of the responsibilities, duties and liabilities of the Servicer under this Agreement with the termination of the Servicer's responsibilities, duties and liabilities under this Agreement. Any invoices received by successor to the Servicer after termination will that is not at that time a servicer of other mortgage loans for the Trust Fund shall be forwarded subject to the approval of the Master Servicer, the Seller, which the Trustee and each Rating Agency (as such Seller or term is defined in the Trust Agreement). Unless the successor servicer is at that time a servicer of other mortgage loans for the Trust Fund, each Rating Agency must deliver to the Trustee a letter to the effect that such transfer of servicing will not result in a qualification, withdrawal or downgrade of the then-current rating of any of the Certificates. In connection with such appointment and assumption, the Master Servicer or the Depositor, as applicable, may make such arrangements for the compensation of such successor out of payments on the Mortgage Loans as it and such successor shall pay within five (5) Business Days upon receipt from agree; provided, however, that no such compensation shall be in excess of that permitted the Servicer. (b) Servicer under this Agreement. In the event that the Servicer decides to terminate its obligations Servicer's duties, responsibilities and liabilities under this Agreement as set forth in clause (ii) of Section 8.02(a)should be terminated pursuant to the aforementioned sections, the Servicer agrees shall discharge such duties and responsibilities during the period from the date it acquires knowledge of such termination until the effective date thereof with the same degree of diligence and prudence which it is obligated to exercise under this Agreement, and shall take no action whatsoever that might impair or prejudice the rights or financial condition of its successor. The resignation or removal of the Servicer pursuant to the aforementioned sections shall not become effective until a successor shall be appointed pursuant to this Section 10.01 and shall in no event relieve the Servicer of the representations and warranties made pursuant to Section 6.01 and the remedies available to the Trustee under Sections 6.02 and 7.03, it will continue being understood and agreed that the provisions of such Sections 6.01, 6.02 and 7.03 shall be applicable to service the Mortgage Loans beyond Servicer notwithstanding any such resignation or termination of the prescribed Servicer, or the termination date until of this Agreement. Within a reasonable period of time, but in no event longer than 30 days of the appointment of a successor entity, the Servicer shall prepare, execute and deliver to the successor entity any and all documents and other instruments, place in such time as successor's possession all Servicing Files, and do or cause to be done all other acts or things necessary or appropriate to effect the purposes of such notice of termination. The Servicer shall cooperate with the Trustee and the Master Servicer, using as applicable, and such successor in effecting the termination of the Servicer's responsibilities and rights hereunder and the transfer of servicing responsibilities to the successor servicer, including without limitation, the transfer to such successor for administration by it of all cash amounts which shall at the time be credited by the Servicer to the Custodial Account or any Escrow Account or thereafter received with respect to the Mortgage Loans. Any successor appointed as provided herein shall execute, acknowledge and deliver to the Trustee, the Servicer and the Master Servicer an instrument (i) accepting such appointment, wherein the successor shall make the representations and warranties set forth in Section 6.01 and (ii) assuming the due and punctual performance and observance of each covenant and condition to be performed and observed by the Servicer under this Agreement, whereupon such successor shall become fully vested with all the rights, powers, duties, responsibilities, obligations and liabilities of the Servicer, with like effect as if originally named as a party to this Agreement. Any termination or resignation of the Servicer or termination of this Agreement pursuant to Sections 9.01 and 9.02 shall not affect any claims that the Master Servicer or the Trustee may have against the Servicer arising out of the Servicer's actions or failure to act prior to any such termination or resignation. The Servicer shall deliver (i) within three (3) Business Days to the successor servicer the funds in the Custodial Account and Escrow Account and (ii) within 30 Business Days all Mortgage Loan Documents and related documents and statements held by it hereunder and the Servicer shall account for all funds and shall execute and deliver such instruments and do such other things as may reasonably be required to more fully and definitively vest in the successor all such rights, powers, duties, responsibilities, obligations and liabilities of the Servicer. Upon a successor's acceptance of appointment as such, the Servicer shall notify the Trustee and Master Servicer of such appointment in accordance with the notice procedures set forth herein. Except as otherwise provided in this Agreement, all reasonable commercial effortscosts and expenses incurred in connection with any transfer of servicing hereunder as a result of a termination of the Servicer for cause pursuant to Section 9.01 of the Agreement, is able to appoint including, without limitation, the costs and expenses of the Master Servicer or any other Person in appointing a successor servicer acceptable servicer, or of the Master Servicer in assuming the responsibilities of the Servicer hereunder, or of transferring the Servicing Files and the other necessary data to the NIMS Insurer successor servicer shall be paid by the terminated, removed or resigning servicer from its own funds without reimbursement. 37. The parties hereto acknowledge that Section 10.02 (Closing), Section 10.03 (Closing Documents), Section 10.07 (Notices) and otherwise meeting Section 10.16 (Exhibits) are inapplicable to this Agreement. 38. A new Section 10.19 is hereby added to the characteristics of Sections 7.01 and 9.01.Master Servicing Agreement to read as follows:

Termination Without Cause. (a) This Agreement shall terminate upon: (i) the later of (a) the distribution of the final payment or liquidation proceeds on the last Mortgage Loan to the Master Servicer or Trust Fund, and (b) the disposition of all REO Property acquired upon foreclosure of the last Mortgage Loan and the remittance of all funds due hereunder or (ii) mutual consent of the Servicer and the Master Servicer in writing, provided such termination is also acceptable to the Rating Agencies and the NIMS Insurer. In addition, with the prior written consent of the Master Servicer and the NIMS Insurer, the Seller FHLB may terminate this Agreement with respect to all (but not less than all) of the Mortgage Loans, without cause, provided that the Seller gives the Servicer 30 days’ notice prior to any such termination, but in no event shall such termination occur prior to the Closing Date. Any such notice of termination shall be in writing and delivered to the Servicer, the Master Servicer, the Trustee and the NIMS Insurer by registered mail to the address set forth in Section 9.03. The Seller and the Servicer shall comply with the termination procedures set forth in Section 9.01 hereof. All unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be deducted by the Servicer from the final remittance of the funds to the successor servicer. Should such funds be insufficient to pay for all unreimbursed Option One Servicing Fees, Servicing Advances or Monthly Advances, the Seller shall reimburse the Servicer within five (5) days upon receipt of an invoice from the Servicer without right of reimbursement from the Trust Fund. In connection with any termination pursuant to clause (ii) of the first sentence of this Section 8.02(a), all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid at the time of such termination by the Trust Fund. Upon declare a termination of the Servicer PFI’s Servicing rights for cause pursuant to Section 8.01any reason, all unreimbursed Option One Servicing Feesat its sole discretion, Servicing Advances and Monthly Advances still owing the Servicer shall compensation will be paid to the PFI and such Servicing rights shall immediately terminate and vest in FHLB without further action by any party. FHLB will notify the PFI in writing in the event that FHLB elects to terminate the PFI’s Servicing rights without cause. Within 60 days of its receipt of such notification, the PFI shall sell FHLB’s Servicing portfolio to a FHLB-approved Servicer. FHLB’s written approval of the transaction must be obtained before the transfer. The PFI is responsible for all costs incurred in connection with the transfer and may retain any fees arising out of the transaction. If the PFI does not arrange a voluntary transfer of the Servicing rights within the period prescribed above, FHLB and the PFI will mutually determine the current fair market value of the Servicing privileges being terminated and FHLB will purchase the Servicing privileges, or cause the Servicing privileges to be purchased, for such amount. If FHLB and the PFI cannot agree on a fair market value of the Servicing rights, then each one will select an unaffiliated, nationally recognized Servicing broker, and those two brokers will independently estimate the current fair market value of the Servicing rights. The average of the estimates provided by the Trust Fund brokers will be used as such amounts are received from the related Mortgage Loanscurrent fair market value. In connection with any termination without cause pursuant to FHLB and the second sentence of this Section 8.02(a), the Seller or successor servicer PFI will be responsible for reimbursing the Servicer for all unreimbursed out-of-pocket Servicing Advances, Monthly Advances and Option One Servicing Fees and other reasonable and necessary out-of-pocket costs associated with any transfer respective cost of servicing at the time of broker’s valuation solicited by such transfer of servicing if, and only if, funds in the Collection Account are not sufficient to reimburse the Servicer for all such unreimbursed fees and advances. Any invoices received by the Servicer after termination will be forwarded to the Seller, which such Seller or successor servicer shall pay within five (5) Business Days upon receipt from the Servicerparty. (a) to an FHLB-approved Servicer to whom the PFI has transferred the Servicing rights, if such a transfer has occurred within the prescribed time period or (b) In to FHLB or its designee, if the event that Servicing rights have not been transferred by the Servicer decides to terminate PFI within the prescribed time period. Survival of Liability. No suspension of the PFI’s selling privileges, or termination of the PFI’s selling or Servicing privileges, shall release the PFI from any of its obligations under this Agreement as set forth in clause (ii) of Section 8.02(a)the Master Agreement, the Servicer agrees Guide or any other Program Document, including without limitation the obligation of the PFI to insure that it will continue payments due to service FHLB, its successors and assigns, under Mortgagor that FHLB has purchased from the Mortgage Loans beyond the prescribed termination date until such time as the Master ServicerPFI, using reasonable commercial efforts, is able to appoint a successor servicer acceptable to the NIMS Insurer and otherwise meeting the characteristics of Sections 7.01 and 9.01are paid when due.

Termination Without Cause. (a) This Agreement shall terminate upon: (i) the later of (a) the distribution of the final payment or liquidation proceeds on the last Mortgage Loan to the Master Servicer (or Trust Fundadvances by the Servicer for the same), and (b) the disposition of all REO Property acquired upon foreclosure of the last Mortgage Loan and the remittance of all funds due hereunder or hereunder, (ii) mutual consent of the Servicer Servicer, each Seller (with respect to its related Mortgage Loans) and the Master Servicer in writing, writing provided such termination is also acceptable to the Rating Agencies and the NIMS Insurer. In addition, Insurer or (iii) with the prior written consent of the Master Servicer and the NIMS Insurer, Insurer at the discretion of each Seller may terminate this Agreement (with respect to all (but not less than all) its related Mortgage Loans and acting in its capacity as owner of the servicing rights relating to such Mortgage Loans, without cause, provided that the Seller gives the Servicer ). Any such termination pursuant to clause (iii) above shall be with 30 days’ notice prior to any such terminationnotice, but in no event shall such termination occur prior to the Closing Date. Any such notice of termination shall be in writing and delivered to the ServicerTrustee, the Master Servicer, the Trustee NIMS Insurer and the NIMS Insurer Servicer by registered mail to the address addresses set forth in Section 9.039.03 of this Agreement. The Seller and the Servicer shall comply with the termination procedures set forth in Section Sections 7.03, 8.01 and 9.01 hereof. All unreimbursed Option One Servicing FeesThe Master Servicer or the Trustee shall have no right to terminate the Servicer pursuant to this Section 8.02. In connection with a termination by either Seller (with respect to its related Mortgage Loans) pursuant to clause (iii) of this Section 8.02, Servicing Advances and Monthly Advances still owing the Servicer shall be deducted reimbursed by the Servicer from the final remittance of the funds to the successor servicer. Should such funds be insufficient to pay for all unreimbursed Option One Servicing Fees, Servicing Advances or Monthly Advances, the Seller shall reimburse the Servicer within five (5) days upon receipt of an invoice from the Servicer without right of reimbursement from the Trust Fund. In connection with any termination pursuant to clause (ii) of the first sentence of this Section 8.02(a), all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid at the time of such termination by the Trust Fund. Upon a termination of the Servicer for cause pursuant to Section 8.01, all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid by the Trust Fund as such amounts are received from the related Mortgage Loans. In connection with any termination without cause pursuant to the second sentence of this Section 8.02(a), the Seller or successor servicer will be responsible for reimbursing the Servicer for all unreimbursed out-of-pocket Servicing Advances, Monthly Advances and Option One Servicing Fees and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing at the time of such transfer of servicing if, and only if, funds in the Collection Account are not sufficient to reimburse the Servicer for all such unreimbursed fees and advancesservicing. Any All invoices received by the Servicer after termination will be forwarded to the Seller, which such applicable Seller or the successor servicer shall pay for payment within five thirty (530) Business Days upon days of receipt from the Servicer. (b) In the event that the Servicer decides to terminate its obligations under this Agreement as set forth in clause (ii) of Section 8.02(a), the Servicer agrees that it will continue to service the Mortgage Loans beyond the prescribed termination date until such time as the Master ServicerTrustee, using reasonable commercial efforts, is able to appoint a successor servicer acceptable to the NIMS Insurer and the Master Servicer and otherwise meeting the characteristics of Sections 7.01 and 9.01.

Termination Without Cause. (a) This Agreement shall terminate upon: : (i) the later of (a) the distribution of the final payment or liquidation proceeds on the last Mortgage Loan to the Master Owner (or advances by the Servicer or Trust Fund, for the same) and (b) the disposition of all REO Property acquired upon foreclosure of the last Mortgage Loan and the remittance of all funds due hereunder hereunder, or (ii) mutual consent of the Servicer Servicer, the Seller and the Master Servicer in writing, provided such termination is also acceptable to writing or (iii) at the Rating Agencies and the NIMS Insurer. In addition, with the prior written consent sole option of the Master Servicer and the NIMS Insurer, the Seller may terminate this Agreement with respect to all (but not less than all) of the Mortgage LoansSeller, without cause, provided that the Seller gives the Servicer upon 30 days’ notice prior to any such termination, but in no event shall such termination occur prior to the Closing Datedays written notice. Any such notice of termination shall be in writing and delivered to the Servicer, the Master Servicer, the Trustee and the NIMS Insurer Servicer by registered mail to the address set forth in Section 9.03at the beginning of this Agreement. The Seller Master Servicer, the Trustee and the Servicer shall comply with the termination procedures set forth in Section 9.01 hereof. All unreimbursed Option One Servicing Feeshereof and the procedures set forth below, Servicing Advances and Monthly Advances still owing provided that, in the Servicer shall be deducted by event the Servicer from the final remittance of the funds to the successor servicer. Should such funds be insufficient to pay for all unreimbursed Option One Servicing Fees, Servicing Advances or Monthly AdvancesSeller terminates this Agreement without cause in accordance with subclause (iii) above, the Seller shall reimburse pay the Servicer within five (5) days upon receipt a termination fee equal to 2.0% of an invoice from the Servicer without right aggregate unpaid balance of reimbursement from the Trust FundMortgage Loans as of such termination date. In connection with any such termination pursuant referred to in clause (ii) of the first sentence of this Section 8.02(a), all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid at the time of such termination by the Trust Fund. Upon a termination of the Servicer for cause pursuant to Section 8.01, all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid by the Trust Fund as such amounts are received from the related Mortgage Loans. In connection with any termination without cause pursuant to the second sentence of this Section 8.02(a)or (iii) above, the Seller or successor servicer will be responsible for reimbursing the Servicer for all unreimbursed out-of-pocket Servicing Advances, Monthly Advances and Option One Servicing Fees within 15 Business Days following the date of termination and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing servicing. Notwithstanding and in addition to the foregoing, in the event that (i) a Mortgage Loan becomes delinquent for a period of 90 days or more (a "Delinquent Mortgage Loan") or (ii) a Mortgage Loan becomes an REO Property, the Seller may at its election terminate this Agreement (a) with respect to such Delinquent Mortgage Loan or (b) REO Property, in each case, upon 15 days' written notice to the time Servicer. In the event of such transfer of servicing ifelection, and only if, funds in the Collection Account are not sufficient to Seller shall reimburse the Servicer for all such unreimbursed fees out-of-pocket Servicing Advances and advancesMonthly Advances on the date of termination and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing, including, but not limited to, costs associated with the transfer of the related files to the Owner's designee. Section 10.01 (Successor to the Servicer) is hereby amended in its entirety to read as follows: Simultaneously with the termination of the Servicer's responsibilities and duties under this Agreement (a) pursuant to Sections 6.02, 7.03, 8.03, 9.01 or 9.02, the Master Servicer shall, in accordance with the provisions of the Trust Agreement (i) succeed to and assume all of the Servicer's responsibilities, rights, duties and obligations under this Agreement or (ii) appoint a successor servicer meeting the eligibility requirements of this Agreement set forth in Sections 8.01(i) and (ii) and which shall succeed to all rights and assume all of the responsibilities, duties and liabilities of the Servicer under this Agreement with the termination of the Servicer's responsibilities, duties and liabilities under this Agreement. Any invoices received by successor to the Servicer after termination will that is not at that time a Servicer of other mortgage loans for the Trust Fund shall be forwarded subject to the approval of the Master Servicer, the Seller, which the Trustee and each Rating Agency (as such Seller or term is defined in the Trust Agreement). Unless the successor servicer is at that time a servicer of other mortgage loans for the Trust Fund, each Rating Agency must deliver to the Trustee a letter to the effect that such transfer of servicing will not result in a qualification, withdrawal or downgrade of the then-current rating of any of the Certificates. In connection with such appointment and assumption, the Master Servicer or the Depositor, as applicable, may make such arrangements for the compensation of such successor out of payments on the Mortgage Loans as it and such successor shall pay within five (5) Business Days upon receipt from agree; provided, however, that no such compensation shall be in excess of that permitted the Servicer. (b) Servicer under this Agreement. In the event that the Servicer decides to terminate its obligations Servicer's duties, responsibilities and liabilities under this Agreement as set forth in clause (ii) of Section 8.02(a)should be terminated pursuant to the aforementioned sections, the Servicer agrees shall discharge such duties and responsibilities during the period from the date it acquires knowledge of such termination until the effective date thereof with the same degree of diligence and prudence which it is obligated to exercise under this Agreement, and shall take no action whatsoever that might impair or prejudice the rights or financial condition of its successor. The resignation or removal of the Servicer pursuant to the aforementioned sections shall not become effective until a successor shall be appointed pursuant to this Section 10.01 and shall in no event relieve the Servicer of the representations and warranties made pursuant to Section 6.01 and the remedies available to the Trustee under Sections 6.02 and 7.03, it will continue being understood and agreed that the provisions of such Sections 6.01, 6.02 and 7.03 shall be applicable to service the Mortgage Loans beyond Servicer notwithstanding any such resignation or termination of the prescribed Servicer, or the termination date until of this Agreement. Within a reasonable period of time, but in no event longer than 30 days of the appointment of a successor entity, the Servicer shall prepare, execute and deliver to the successor entity any and all documents and other instruments, place in such time as successor's possession all Servicing Files, and do or cause to be done all other acts or things necessary or appropriate to effect the purposes of such notice of termination. The Servicer shall cooperate with the Trustee and the Master Servicer, using as applicable, and such successor in effecting the termination of the Servicer's responsibilities and rights hereunder and the transfer of servicing responsibilities to the successor Servicer, including without limitation, the transfer to such successor for administration by it of all cash amounts which shall at the time be credited by the Servicer to the Custodial Account or any Escrow Account or thereafter received with respect to the Mortgage Loans. Any successor appointed as provided herein shall execute, acknowledge and deliver to the Trustee, the Servicer and the Master Servicer an instrument (i) accepting such appointment, wherein the successor shall make the representations and warranties set forth in Section 6.01 and (ii) assuming the due and punctual performance and observance of each covenant and condition to be performed and observed by the Servicer under this Agreement, whereupon such successor shall become fully vested with all the rights, powers, duties, responsibilities, obligations and liabilities of the Servicer, with like effect as if originally named as a party to this Agreement. Any termination or resignation of the Servicer or termination of this Agreement pursuant to Sections 9.01 and 9.02 shall not affect any claims that the Master Servicer or the Trustee may have against the Servicer arising out of the Servicer's actions or failure to act prior to any such termination or resignation. The Servicer shall deliver (i) within three (3) Business Days to the successor servicer the funds in the Custodial Account and Escrow Account and (ii) within 30 Business Days all Mortgage Loan Documents and related documents and statements held by it hereunder and the Servicer shall account for all funds and shall execute and deliver such instruments and do such other things as may reasonably be required to more fully and definitively vest in the successor all such rights, powers, duties, responsibilities, obligations and liabilities of the Servicer. Upon a successor's acceptance of appointment as such, the Servicer shall notify the Trustee and Master Servicer of such appointment in accordance with the notice procedures set forth herein. Except as otherwise provided in this Agreement, all reasonable commercial effortscosts and expenses incurred in connection with any transfer of servicing hereunder as a result of a termination of the Servicer for cause pursuant to Section 9.01 of the Agreement, is able to appoint including, without limitation, the costs and expenses of the Master Servicer or any other Person in appointing a successor servicer acceptable servicer, or of the Master Servicer in assuming the responsibilities of the Servicer hereunder, or of transferring the Servicing Files and the other necessary data to the NIMS Insurer successor servicer shall be paid by the terminated, removed or resigning Servicer from its own funds without reimbursement. 37. The parties hereto acknowledge that Section 10.02 (Closing), Section 10.03 (Closing Documents), Section 10.07 (Notices) and otherwise meeting Section 10.16 (Exhibits) are inapplicable to this Agreement. 38. A new Section 10.19 is hereby added to the characteristics of Sections 7.01 and 9.01.Master Servicing Agreement to read as follows:

Termination Without Cause. (a) This Agreement shall terminate upon: : (i) the later of (aof(a) the distribution of the final payment or liquidation proceeds on the last Mortgage Loan to the Master Owner (or advances by the Servicer or Trust Fundfor the same), and (b) the disposition of all REO Property acquired upon foreclosure of the last Mortgage Loan and the remittance of all funds due hereunder hereunder, or (ii) mutual consent of the Servicer Servicer, the Seller and the Master Servicer in writing, provided such termination is also acceptable to writing or (iii) at the Rating Agencies and the NIMS Insurer. In addition, with the prior written consent sole option of the Master Servicer and the NIMS Insurer, the Seller may terminate this Agreement with respect to all (but not less than all) of the Mortgage LoansSeller, without cause, provided that the Seller gives the Servicer upon 30 days’ notice prior to any such termination, but in no event shall such termination occur prior to the Closing Datedays written notice. Any such notice of termination shall be in writing and delivered to the Servicer, the Master Servicer, the Trustee and the NIMS Insurer Servicer by registered mail to the address set forth in Section 9.03at the beginning of this Agreement. The Seller Master Servicer, the Trustee and the Servicer shall comply with the termination procedures set forth in Section 9.01 hereof. All unreimbursed Option One Servicing FeesSections 10.01 and 10.03 hereof and the procedures set forth below, Servicing Advances and Monthly Advances still owing provided that, in the Servicer shall be deducted by event the Servicer from the final remittance of the funds to the successor servicer. Should such funds be insufficient to pay for all unreimbursed Option One Servicing Fees, Servicing Advances or Monthly AdvancesSeller terminates this Agreement without cause in accordance with subclause (iii) above, the Seller shall reimburse pay the Servicer within five (5) days upon receipt a termination fee equal to 2.0% of an invoice from the Servicer without right aggregate unpaid balance of reimbursement from the Trust FundMortgage Loans as of such termination date. In connection with any such termination pursuant referred to in clause (ii) of the first sentence of this Section 8.02(a), all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid at the time of such termination by the Trust Fund. Upon a termination of the Servicer for cause pursuant to Section 8.01, all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid by the Trust Fund as such amounts are received from the related Mortgage Loans. In connection with any termination without cause pursuant to the second sentence of this Section 8.02(a)or (iii) above, the Seller or successor servicer will be responsible for reimbursing the Servicer for all unreimbursed out-of-pocket Servicing Advances, Monthly Advances and Option One Servicing Fees within 15 Business Days following the date of termination and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing servicing. Notwithstanding and in addition to the foregoing, in the event that (i) a Mortgage Loan becomes delinquent for a period of 90 days or more (a "Delinquent Mortgage Loan") or (ii) a Mortgage Loan becomes an REO Property, the Seller may at its election terminate this Agreement (a) with respect to such Delinquent Mortgage Loan or (b) REO Property, in each case, upon 15 days' written notice to the time Servicer. In the event of such transfer of servicing ifelection, and only if, funds in the Collection Account are not sufficient to Seller shall reimburse the Servicer for all such unreimbursed fees out-of-pocket Servicing Advances and advancesMonthly Advances on the date of termination and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing, including, but not limited to, costs associated with the transfer of the related files to the Owner's designee. Section 10.01 (Successor to the Servicer) is hereby amended in its entirety to read as follows: Simultaneously with the termination of the Servicer's responsibilities and duties under this Agreement (a) pursuant to Sections 6.02, 7.03, 8.03, 9.01 or 9.02, the Master Servicer shall, in accordance with the provisions of the Trust Agreement (i) succeed to and assume all of the Servicer's responsibilities, rights, duties and obligations under this Agreement, or (ii) appoint a successor servicer meeting the eligibility requirements of this Agreement set forth in Sections 8.0 1(i) and (ii) and which shall succeed to all rights and assume all of the responsibilities, duties and liabilities of the Servicer under this Agreement with the termination of the Servicer's responsibilities, duties and liabilities under this Agreement. Any invoices received by successor to the Servicer after termination will that is not at that time a Servicer of other mortgage loans for the Trust Fund shall be forwarded subject to the approval of the Master Servicer, the Seller, which the Trustee and each Rating Agency (as such Seller or term is defined in the Trust Agreement). Unless the successor servicer is at that time a Servicer of other mortgage loans for the Trust Fund, each Rating Agency must deliver to the Trustee a letter to the effect that such transfer of servicing will not result in a qualification, withdrawal or downgrade of the then-current rating of any of the Certificates. In connection with such appointment and assumption, the Master Servicer or the Depositor, as applicable, may make such arrangements for the compensation of such successor out of payments on the Mortgage Loans as it and such successor shall pay within five (5) Business Days upon receipt from agree; provided, however, that no such compensation shall be in excess of that permitted the Servicer. (b) Servicer under this Agreement. In the event that the Servicer decides to terminate its obligations Servicer's duties, responsibilities and liabilities under this Agreement as set forth in clause (ii) of Section 8.02(a)should be terminated pursuant to the aforementioned sections, the Servicer agrees shall discharge such duties and responsibilities during the period from the date it acquires knowledge of such termination until the effective date thereof with the same degree of diligence and prudence which it is obligated to exercise under this Agreement, and shall take no action whatsoever that might impair or prejudice the rights or financial condition of its successor. The resignation or removal of the Servicer pursuant to the aforementioned sections shall not become effective until a successor shall be appointed pursuant to this Section 10.01 and shall in no event relieve the Servicer of the representations and warranties made pursuant to Section 6.01 and the remedies available to the Trustee under Sections 6.02 and 7.03, it will continue being understood and agreed that the provisions of such Sections 6.01, 6.02 and 7.03 shall be applicable to service the Mortgage Loans beyond Servicer notwithstanding any such resignation or termination of the prescribed Servicer, or the termination date until of this Agreement. Within a reasonable period of time, but in no event longer than 30 days of the appointment of a successor entity, the Servicer shall prepare, execute and deliver to the successor entity any and all documents and other instruments, place in such time as successor's possession all Servicing Files, and do or cause to be done all other acts or things necessary or appropriate to effect the purposes of such notice of termination. The Servicer shall cooperate with the Trustee and the Master Servicer, using as applicable, and such successor in effecting the termination of the Servicer's responsibilities and rights hereunder and the transfer of servicing responsibilities to the successor Servicer, including without limitation, the transfer to such successor for administration by it of all cash amounts which shall at the time be credited by the Servicer to the Custodial Account or any Escrow Account or thereafter received with respect to the Mortgage Loans. Any successor appointed as provided herein shall execute, acknowledge and deliver to the Trustee, the Servicer and the Master Servicer an instrument (i) accepting such appointment, wherein the successor shall make the representations and warranties set forth in Section 6.01 and (ii) an assumption of the due and punctual performance and observance of each covenant and condition to be performed and observed by the Servicer under this Agreement, whereupon such successor shall become fully vested with all the rights, powers, duties, responsibilities, obligations and liabilities of the Servicer, with like effect as if originally named as a party to this Agreement. Any termination or resignation of the Servicer or termination of this Agreement pursuant to Sections 9.01 and 9.02 shall not affect any claims that the Master Servicer or the Trustee may have against the Servicer arising out of the Servicer's actions or failure to act prior to any such termination or resignation. The Servicer shall deliver (i) within three (3) Business Days to the successor Servicer the funds in the Custodial Account and Escrow Account and (ii) within 30 Business Days all Mortgage Loan Documents and related documents and statements held by it hereunder and the Servicer shall account for all funds and shall execute and deliver such instruments and do such other things as may reasonably be required to more fully and definitively vest in the successor all such rights, powers, duties, responsibilities, obligations and liabilities of the Servicer. Upon a successor's acceptance of appointment as such, the Servicer shall notify the Trustee and Master Servicer of such appointment in accordance with the notice procedures set forth herein. Except as otherwise provided in this Agreement, all reasonable commercial effortscosts and expenses incurred in connection with any transfer of servicing hereunder as a result of a termination of the Servicer for cause pursuant to Section 9.01 of the Agreement, is able to appoint including, without limitation, the costs and expenses of the Master Servicer or any other Person in appointing a successor servicer acceptable servicer, or of the Master Servicer in assuming the responsibilities of the Servicer hereunder, or of transferring the Servicing Files and the other necessary data to the NIMS Insurer successor servicer shall be paid by the terminated, removed or resigning Servicer from its own funds without reimbursement. 37. The parties hereto acknowledge that Section 10.02 (Closing), Section 10.03 (Closing Documents), Section 10.07 (Notices) and otherwise meeting Section 10.16 (Exhibits) are inapplicable to this Agreement. 38. A new Section 10.19 is hereby added to the characteristics of Sections 7.01 and 9.01.Master Servicing Agreement to read as follows:

Termination Without Cause. (a) This Agreement shall terminate upon: (i) the later of (a) the distribution of the final payment or liquidation proceeds on the last Mortgage Loan to the Master Owner (or advances by the Servicer or Trust Fund, for the same) and (b) the disposition of all REO Property acquired upon foreclosure of the last Mortgage Loan and the remittance of all funds due hereunder hereunder, or (ii) mutual consent of the Servicer Servicer, the Seller and the Master Servicer in writing, provided such termination is also acceptable to writing or (iii) at the Rating Agencies and the NIMS Insurer. In addition, with the prior written consent sole option of the Master Servicer and the NIMS Insurer, the Seller may terminate this Agreement with respect to all (but not less than all) of the Mortgage LoansSeller, without cause, provided that the Seller gives the Servicer upon 30 days’ notice prior to any such termination, but in no event shall such termination occur prior to the Closing Datedays written notice. Any such notice of termination shall be in writing and delivered to the Servicer, the Master Servicer, the Trustee and the NIMS Insurer Servicer by registered mail to the address set forth in Section 9.03at the beginning of this Agreement. The Seller Master Servicer, the Trustee and the Servicer shall comply with the termination procedures set forth in Section 9.01 hereof. All unreimbursed Option One Servicing Feeshereof and the procedures set forth below, Servicing Advances and Monthly Advances still owing provided that, in the Servicer shall be deducted by event the Servicer from the final remittance of the funds to the successor servicer. Should such funds be insufficient to pay for all unreimbursed Option One Servicing Fees, Servicing Advances or Monthly AdvancesSeller terminates this Agreement without cause in accordance with subclause (iii) above, the Seller shall reimburse pay the Servicer within five (5) days upon receipt a termination fee equal to 2.0% of an invoice from the Servicer without right aggregate unpaid balance of reimbursement from the Trust FundMortgage Loans as of such termination date. In connection with any such termination pursuant referred to in clause (ii) of the first sentence of this Section 8.02(a), all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid at the time of such termination by the Trust Fund. Upon a termination of the Servicer for cause pursuant to Section 8.01, all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid by the Trust Fund as such amounts are received from the related Mortgage Loans. In connection with any termination without cause pursuant to the second sentence of this Section 8.02(a)or (iii) above, the Seller or successor servicer will be responsible for reimbursing the Servicer for all unreimbursed out-of-pocket Servicing Advances, Monthly Advances and Option One Servicing Fees within 15 Business Days following the date of termination and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing servicing. Notwithstanding and in addition to the foregoing, in the event that (i) a Mortgage Loan becomes delinquent for a period of 90 days or more (a "Delinquent Mortgage Loan") or (ii) a Mortgage Loan becomes an REO Property, the Seller may at its election terminate this Agreement (a) with respect to such Delinquent Mortgage Loan or (b) REO Property, in each case, upon 15 days' written notice to the time Servicer. In the event of such transfer of servicing ifelection, and only if, funds in the Collection Account are not sufficient to Seller shall reimburse the Servicer for all such unreimbursed fees out-of-pocket Servicing Advances and advancesMonthly Advances on the date of termination and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing, including, but not limited to, costs associated with the transfer of the related files to the Owner's designee. Section 10.01 (Successor to the Servicer) is hereby amended in its entirety to read as follows: Simultaneously with the termination of the Servicer's responsibilities and duties under this Agreement (a) pursuant to Sections 6.02, 7.03, 8.03, 9.01 or 9.02, the Master Servicer shall, in accordance with the provisions of the Trust Agreement (i) succeed to and assume all of the Servicer's responsibilities, rights, duties and obligations under this Agreement or (ii) appoint a successor servicer meeting the eligibility requirements of this Agreement set forth in Sections 9.01(i) and (ii) and which shall succeed to all rights and assume all of the responsibilities, duties and liabilities of the Servicer under this Agreement with the termination of the Servicer's responsibilities, duties and liabilities under this Agreement. Any invoices received by successor to the Servicer after termination will that is not at that time a servicer of other mortgage loans for the Trust Fund shall be forwarded subject to the approval of the Master Servicer, the Seller, which the Trustee and each Rating Agency (as such Seller or term is defined in the Trust Agreement). Unless the successor servicer is at that time a servicer of other mortgage loans for the Trust Fund, each Rating Agency must deliver to the Trustee a letter to the effect that such transfer of servicing will not result in a qualification, withdrawal or downgrade of the then-current rating of any of the Certificates. In connection with such appointment and assumption, the Master Servicer or the Depositor, as applicable, may make such arrangements for the compensation of such successor out of payments on the Mortgage Loans as it and such successor shall pay within five (5) Business Days upon receipt from agree; provided, however, that no such compensation shall be in excess of that permitted the Servicer. (b) Servicer under this Agreement. In the event that the Servicer decides to terminate its obligations Servicer's duties, responsibilities and liabilities under this Agreement as set forth in clause (ii) of Section 8.02(a)should be terminated pursuant to the aforementioned sections, the Servicer agrees shall discharge such duties and responsibilities during the period from the date it acquires knowledge of such termination until the effective date thereof with the same degree of diligence and prudence which it is obligated to exercise under this Agreement, and shall take no action whatsoever that might impair or prejudice the rights or financial condition of its successor. The resignation or removal of the Servicer pursuant to the aforementioned sections shall not become effective until a successor shall be appointed pursuant to this Section 10.01 and shall in no event relieve the Servicer of the representations and warranties made pursuant to Section 6.01 and the remedies available to the Trustee under Sections 6.02 and 7.03, it will continue being understood and agreed that the provisions of such Sections 6.01, 6.02 and 7.03 shall be applicable to service the Mortgage Loans beyond Servicer notwithstanding any such resignation or termination of the prescribed Servicer, or the termination date until of this Agreement. Within a reasonable period of time, but in no event longer than 30 days of the appointment of a successor entity, the Servicer shall prepare, execute and deliver to the successor entity any and all documents and other instruments, place in such time as successor's possession all Servicing Files, and do or cause to be done all other acts or things necessary or appropriate to effect the purposes of such notice of termination. The Servicer shall cooperate with the Trustee and the Master Servicer, using as applicable, and such successor in effecting the termination of the Servicer's responsibilities and rights hereunder and the transfer of servicing responsibilities to the successor servicer, including without limitation, the transfer to such successor for administration by it of all cash amounts which shall at the time be credited by the Servicer to the Custodial Account or any Escrow Account or thereafter received with respect to the Mortgage Loans. Any successor appointed as provided herein shall execute, acknowledge and deliver to the Trustee, the Servicer and the Master Servicer an instrument (i) accepting such appointment, wherein the successor shall make the representations and warranties set forth in Section 6.01 and (ii) assuming the due and punctual performance and observance of each covenant and condition to be performed and observed by the Servicer under this Agreement, whereupon such successor shall become fully vested with all the rights, powers, duties, responsibilities, obligations and liabilities of the Servicer, with like effect as if originally named as a party to this Agreement. Any termination or resignation of the Servicer or termination of this Agreement pursuant to Sections 9.01 and 9.02 shall not affect any claims that the Master Servicer or the Trustee may have against the Servicer arising out of the Servicer's actions or failure to act prior to any such termination or resignation. The Servicer shall deliver (i) within three (3) Business Days to the successor servicer the funds in the Custodial Account and Escrow Account and (ii) within 30 Business Days all Mortgage Loan Documents and related documents and statements held by it hereunder and the Servicer shall account for all funds and shall execute and deliver such instruments and do such other things as may reasonably be required to more fully and definitively vest in the successor all such rights, powers, duties, responsibilities, obligations and liabilities of the Servicer. Upon a successor's acceptance of appointment as such, the Servicer shall notify the Trustee and Master Servicer of such appointment in accordance with the notice procedures set forth herein. Except as otherwise provided in this Agreement, all reasonable commercial effortscosts and expenses incurred in connection with any transfer of servicing hereunder as a result of a termination of the Servicer for cause pursuant to Section 9.01 of the Agreement, is able to appoint including, without limitation, the costs and expenses of the Master Servicer or any other Person in appointing a successor servicer acceptable servicer, or of the Master Servicer in assuming the responsibilities of the Servicer hereunder, or of transferring the Servicing Files and the other necessary data to the NIMS Insurer successor servicer shall be paid by the terminated, removed or resigning servicer from its own funds without reimbursement. 35. The parties hereto acknowledge that Section 10.02 (Closing), Section 10.03 (Closing Documents), Section 10.07 (Notices) and otherwise meeting Section 10.16 (Exhibits) are inapplicable to this Agreement. 36. A new Section 10.19 is hereby added to the characteristics of Sections 7.01 and 9.01.Master Servicing Agreement to read as follows:

Termination Without Cause. (a) This Agreement shall terminate upon: (i) the later of (a) the distribution of the final payment or liquidation proceeds on the last Mortgage Loan to the Master Owner (or advances by the Servicer or Trust Fundfor the same), and (b) the disposition of all REO Property acquired upon foreclosure of the last Mortgage Loan and the remittance of all funds due hereunder hereunder, or (ii) mutual consent of the Servicer Servicer, ▇▇▇▇▇▇ Capital and the Master Servicer in writing, provided such termination is also acceptable to writing or (iii) at the Rating Agencies and the NIMS Insurer. In addition, with the prior written consent sole option of the Master Servicer and the NIMS Insurer, the Seller may terminate this Agreement with respect to all (but not less than all) of the Mortgage Loans▇▇▇▇▇▇ Capital, without cause, provided that the Seller gives the Servicer upon 30 days’ notice prior to any such termination, but in no event shall such termination occur prior to the Closing Datedays written notice. Any such notice of termination shall be in writing and delivered to the Servicer, the Master Servicer, the Trustee and the NIMS Insurer Servicer by registered mail to the address set forth in Section 9.03at the beginning of this Agreement. The Seller Master Servicer, the Trustee and the Servicer shall comply with the termination procedures set forth in Section 9.01 hereof. All unreimbursed Option One Servicing FeesSections 10.01 and 10.03 hereof and the procedures set forth below, Servicing Advances and Monthly Advances still owing provided that, in the event ▇▇▇▇▇▇ Capital terminates this Agreement without cause in accordance with subclause (iii) above, ▇▇▇▇▇▇ Capital shall pay the Servicer shall be deducted by the Servicer from the final remittance a termination fee equal to 2.0% of the funds to aggregate unpaid balance of the successor servicer. Should Mortgage Loans as of such funds be insufficient to pay for all unreimbursed Option One Servicing Fees, Servicing Advances or Monthly Advances, the Seller shall reimburse the Servicer within five (5) days upon receipt of an invoice from the Servicer without right of reimbursement from the Trust Fundtermination date. In connection with any such termination pursuant referred to in clause (ii) of the first sentence of this Section 8.02(a)or (iii) above, all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid at the time of such termination by the Trust Fund. Upon a termination of the Servicer for cause pursuant to Section 8.01, all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid by the Trust Fund as such amounts are received from the related Mortgage Loans. In connection with any termination without cause pursuant to the second sentence of this Section 8.02(a), the Seller or successor servicer ▇▇▇▇▇▇ Capital will be responsible for reimbursing the Servicer for all unreimbursed out-of-pocket Servicing Advances, Monthly Advances and Option One Servicing Fees within 15 Business Days following the date of termination and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing servicing. Notwithstanding and in addition to the foregoing, in the event that (i) a Mortgage Loan becomes delinquent for a period of 90 days or more (a "Delinquent Mortgage Loan") or (ii) a Mortgage Loan becomes an REO Property, ▇▇▇▇▇▇ Capital may at its election terminate this Agreement (a) with respect to such Delinquent Mortgage Loan or (b) REO Property, in each case, upon 15 days' written notice to the time Servicer. In the event of such transfer of servicing ifelection, and only if, funds in the Collection Account are not sufficient to ▇▇▇▇▇▇ Capital shall reimburse the Servicer for all such unreimbursed fees out-of-pocket Servicing Advances and advancesMonthly Advances on the date of termination and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing, including, but not limited to, costs associated with the transfer of the related files to the Owner's designee. Section 10.01 (Successor to the Servicer) is hereby amended in its entirety to read as follows: Simultaneously with the termination of the Servicer's responsibilities and duties under this Agreement (a) pursuant to Sections 6.02, 7.03, 8.03, 9.01 or 9.02, the Master Servicer shall, in accordance with the provisions of the Trust Agreement (i) succeed to and assume all of the Servicer's responsibilities, rights, duties and obligations under this Agreement, or (ii) appoint a successor meeting the eligibility requirements of this Agreement set forth in Sections 8.01(i) and (ii) and which shall succeed to all rights and assume all of the responsibilities, duties and liabilities of the Servicer under this Agreement with the termination of the Servicer's responsibilities, duties and liabilities under this Agreement. Any invoices received by successor to the Servicer after termination will that is not at that time a Servicer of other mortgage loans for the Trust Fund shall be forwarded subject to the Sellerapproval of the Master Servicer, which ▇▇▇▇▇▇ Capital, the Trustee and each Rating Agency (as such Seller or term is defined in the Trust Agreement). Unless the successor servicer is at that time a Servicer of other mortgage loans for the Trust Fund, each Rating Agency must deliver to the Trustee a letter to the effect that such transfer of servicing will not result in a qualification, withdrawal or downgrade of the then-current rating of any of the Certificates. In connection with such appointment and assumption, the Master Servicer or the Depositor, as applicable, may make such arrangements for the compensation of such successor out of payments on the Mortgage Loans as it and such successor shall pay within five (5) Business Days upon receipt from agree; provided, however, that no such compensation shall be in excess of that permitted the Servicer. (b) Servicer under this Agreement. In the event that the Servicer decides to terminate its obligations Servicer's duties, responsibilities and liabilities under this Agreement as set forth in clause (ii) of Section 8.02(a)should be terminated pursuant to the aforementioned sections, the Servicer agrees shall discharge such duties and responsibilities during the period from the date it acquires knowledge of such termination until the effective date thereof with the same degree of diligence and prudence which it is obligated to exercise under this Agreement, and shall take no action whatsoever that might impair or prejudice the rights or financial condition of its successor. The resignation or removal of the Servicer pursuant to the aforementioned sections shall not become effective until a successor shall be appointed pursuant to this Section 10.01 and shall in no event relieve the Servicer of the representations and warranties made pursuant to Section 6.01 and the remedies available to the Trustee under Sections 6.02 and 7.03, it will continue being understood and agreed that the provisions of such Sections 6.01, 6.02 and 7.03 shall be applicable to service the Mortgage Loans beyond Servicer notwithstanding any such resignation or termination of the prescribed Servicer, or the termination date until of this Agreement. Within a reasonable period of time, but in no event longer than 30 days of the appointment of a successor entity, the Servicer shall prepare, execute and deliver to the successor entity any and all documents and other instruments, place in such time as successor's possession all Servicing Files, and do or cause to be done all other acts or things necessary or appropriate to effect the purposes of such notice of termination. The Servicer shall cooperate with the Trustee and the Master Servicer, using as applicable, and such successor in effecting the termination of the Servicer's responsibilities and rights hereunder and the transfer of servicing responsibilities to the successor Servicer, including without limitation, the transfer to such successor for administration by it of all cash amounts which shall at the time be credited by the Servicer to the Custodial Account or any Escrow Account or thereafter received with respect to the Mortgage Loans. Any successor appointed as provided herein shall execute, acknowledge and deliver to the Trustee, the Servicer and the Master Servicer an instrument (i) accepting such appointment, wherein the successor shall make the representations and warranties set forth in Section 6.01 and (ii) an assumption of the due and punctual performance and observance of each covenant and condition to be performed and observed by the Servicer under this Agreement, whereupon such successor shall become fully vested with all the rights, powers, duties, responsibilities, obligations and liabilities of the Servicer, with like effect as if originally named as a party to this Agreement. Any termination or resignation of the Servicer or termination of this Agreement pursuant to Sections 10.01 shall not affect any claims that the Master Servicer or the Trustee may have against the Servicer arising out of the Servicer's actions or failure to act prior to any such termination or resignation. The Servicer shall deliver within three (3) Business Days to the successor Servicer the funds in the Custodial Account and Escrow Account and all Mortgage Loan Documents and related documents and statements held by it hereunder and the Servicer shall account for all funds and shall execute and deliver such instruments and do such other things as may reasonably be required to more fully and definitively vest in the successor all such rights, powers, duties, responsibilities, obligations and liabilities of the Servicer. Upon a successor's acceptance of appointment as such, the Servicer shall notify the Trustee and Master Servicer of such appointment in accordance with the notice procedures set forth herein. Except as otherwise provided in this Agreement, all reasonable commercial effortscosts and expenses incurred in connection with any transfer of servicing hereunder (whether as a result of termination or removal of the Servicer or resignation of the Servicer or otherwise), is able to appoint including, without limitation, the costs and expenses of the Master Servicer or any other Person in appointing a successor servicer acceptable servicer, or of the Master Servicer in assuming the responsibilities of the Servicer hereunder, or of transferring the Servicing Files and the other necessary data to the NIMS Insurer successor servicer shall be paid by the terminated, removed or resigning Servicer from its own funds without reimbursement. 33. The parties hereto acknowledge that Section 10.02 (Closing), Section 10.03 (Closing Documents), Section 10.07 (Notices) and otherwise meeting the characteristics of Sections 7.01 and 9.01Section 10.16 (Exhibits) are inapplicable to this Agreement.

Termination Without Cause. (a) This Agreement shall terminate upon: (i) the later of (a) the distribution of the final payment or liquidation proceeds on the last Mortgage Loan to the Master Servicer (or Trust Fundadvances by the Servicer for the same), and (b) the disposition of all REO Property acquired upon foreclosure of the last Mortgage Loan and the remittance of all funds due hereunder or hereunder, (ii) mutual consent of the Servicer Servicer, each Seller (with respect to its related Mortgage Loans) and the Master Servicer in writing, writing provided such termination is also acceptable to the Rating Agencies and the NIMS Insurer. In addition, Insurer or (iii) with the prior written consent of the Master Servicer and the NIMS Insurer, Insurer at the discretion of each Seller may terminate this Agreement (with respect to all (but not less than all) its related Mortgage Loans and acting in its capacity as owner of the servicing rights relating to such Mortgage Loans, without cause, provided that the Seller gives the Servicer ). Any such termination pursuant to clause (iii) above shall be with 30 days’ notice prior to any such terminationnotice, but in no event shall such termination occur prior to the Closing Date. Any such notice of termination shall be in writing and delivered to the Servicer, the Master Servicer, the Trustee NIMS Insurer and the NIMS Insurer Servicer by registered mail to the address addresses set forth in Section 9.039.03 of this Agreement. The Seller and the Servicer shall comply with the termination procedures set forth in Section Sections 7.03, 8.01 and 9.01 hereof. All unreimbursed Option One Servicing FeesNeither the Master Servicer nor the Trustee shall have the right to terminate the Servicer pursuant to clause (iii) of this Section 8.02. In connection with a termination by either Seller (with respect to its related Mortgage Loans) pursuant to clause (iii) of this Section 8.02, Servicing Advances and Monthly Advances still owing the Servicer shall be deducted reimbursed by the Servicer from the final remittance of the funds to the successor servicer. Should such funds be insufficient to pay for all unreimbursed Option One Servicing Fees, Servicing Advances or Monthly Advances, the Seller shall reimburse the Servicer within five (5) days upon receipt of an invoice from the Servicer without right of reimbursement from the Trust Fund. In connection with any termination pursuant to clause (ii) of the first sentence of this Section 8.02(a), all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid at the time of such termination by the Trust Fund. Upon a termination of the Servicer for cause pursuant to Section 8.01, all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid by the Trust Fund as such amounts are received from the related Mortgage Loans. In connection with any termination without cause pursuant to the second sentence of this Section 8.02(a), the Seller or successor servicer will be responsible for reimbursing the Servicer for all unreimbursed out-of-pocket Servicing Advances, Monthly Advances and Option One Servicing Fees and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing at the time of such transfer of servicing if, and only if, funds in the Collection Account are not sufficient to reimburse the Servicer for all such unreimbursed fees and advancesservicing. Any All invoices received by the Servicer after termination will be forwarded to the Seller, which such applicable Seller or the successor servicer shall pay for payment within five thirty (530) Business Days upon days of receipt from the Servicer. (b) In the event that the Servicer decides to terminate its obligations under this Agreement as set forth in clause (ii) of Section 8.02(a), the Servicer agrees that it will continue to service the Mortgage Loans beyond the prescribed termination date until such time as the Master Servicer, using reasonable commercial efforts, is able to appoint a successor servicer acceptable to the NIMS Insurer and otherwise meeting the characteristics of Sections 7.01 and 9.01.

Termination Without Cause. (a) This Agreement shall terminate upon: (i) the later of (a) the distribution of the final payment or liquidation proceeds on the last Mortgage Loan to the Master Servicer or Trust Fund, and (b) the disposition of all REO Property acquired upon foreclosure of the last Mortgage Loan and the remittance of all funds due hereunder or (ii) mutual consent of the Servicer and the Master Servicer in writing, provided such termination is also acceptable to the Rating Agencies and the NIMS Insurer. In addition, with the prior written consent of the Master Servicer and the NIMS Insurer, the Seller may terminate this Agreement with respect to all (but not less than all) of the Mortgage Loans, without cause, provided provided, that the Seller gives the Servicer 30 days’ notice prior to any such termination, but in no event shall such termination occur prior to the Closing Date. Any such notice of termination shall be in writing and delivered to the Servicer, the Master Servicer, the Trustee and the NIMS Insurer by registered mail to the address set forth in Section 9.03. The Seller and the Servicer shall comply with the termination procedures set forth in Section 9.01 hereof. All unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be deducted by the Servicer from the final remittance of the funds to the successor servicer. Should such funds be insufficient to pay for all unreimbursed Option One Servicing Fees, Servicing Advances or Monthly Advances, the Seller shall reimburse the Servicer within five (5) days upon receipt of an invoice from the Servicer without right of reimbursement from the Trust Fund. In connection with any termination pursuant to clause (ii) of the first sentence of this Section 8.02(a), all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid at the time of such termination by the Trust Fund. Upon a termination of the Servicer for cause pursuant to Section 8.01, all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid by the Trust Fund as such amounts are received from the related Mortgage Loans. In connection with any termination without cause pursuant to the second sentence of this Section 8.02(a), the Seller or successor servicer will be responsible for reimbursing the Servicer for all unreimbursed out-of-pocket Servicing Advances, Monthly Advances and Option One Servicing Fees and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing at the time of such transfer of servicing if, and only if, funds in the Collection Account are not sufficient to reimburse the Servicer for all such unreimbursed fees and advances. Any invoices received by the Servicer after termination will be forwarded to the Seller, which such Seller or successor servicer shall pay within five (5) Business Days upon receipt from the Servicer. (b) In the event that the Servicer decides to terminate its obligations under this Agreement as set forth in clause (ii) of Section 8.02(a), the Servicer agrees that it will continue to service the Mortgage Loans beyond the prescribed termination date until such time as the Master Servicer, using reasonable commercial efforts, is able to appoint a successor servicer acceptable to the NIMS Insurer and otherwise meeting the characteristics of Sections 7.01 and 9.01.

Termination Without Cause. (a) This Agreement shall terminate upon: (i) the later of (a) the distribution of the final payment or liquidation proceeds on the last Mortgage Loan to the Master Owner (or advances by the Servicer or Trust Fundfor the same), and (b) the disposition of all REO Property acquired upon foreclosure of the last Mortgage Loan and the remittance of all funds due hereunder hereunder, or (ii) mutual consent of the Servicer Servicer, ▇▇▇▇▇▇ Capital and the Master Servicer in writing, provided such termination is also acceptable to writing or (iii) at the Rating Agencies and the NIMS Insurer. In addition, with the prior written consent sole option of the Master Servicer and the NIMS Insurer, the Seller may terminate this Agreement with respect to all (but not less than all) of the Mortgage Loans▇▇▇▇▇▇ Capital, without cause, provided that the Seller gives the Servicer upon 30 days’ notice prior to any such termination, but in no event shall such termination occur prior to the Closing Datedays written notice. Any such notice of termination shall be in writing and delivered to the Servicer, the Master Servicer, the Trustee and the NIMS Insurer Servicer by registered mail to the address set forth in Section 9.03at the beginning of this Agreement. The Seller Master Servicer, the Trustee and the Servicer shall comply with the termination procedures set forth in Section 9.01 hereof. All unreimbursed Option One Servicing FeesSections 10.01 and 10.03 hereof and the procedures set forth below, Servicing Advances and Monthly Advances still owing provided that, in the event ▇▇▇▇▇▇ Capital terminates this Agreement without cause in accordance with subclause (iii) above, ▇▇▇▇▇▇ Capital shall pay the Servicer shall be deducted by the Servicer from the final remittance a termination fee equal to 2.0% of the funds to aggregate unpaid balance of the successor servicer. Should Mortgage Loans as of such funds be insufficient to pay for all unreimbursed Option One Servicing Fees, Servicing Advances or Monthly Advances, the Seller shall reimburse the Servicer within five (5) days upon receipt of an invoice from the Servicer without right of reimbursement from the Trust Fundtermination date. In connection with any such termination pursuant referred to in clause (ii) of the first sentence of this Section 8.02(a)or (iii) above, all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid at the time of such termination by the Trust Fund. Upon a termination of the Servicer for cause pursuant to Section 8.01, all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid by the Trust Fund as such amounts are received from the related Mortgage Loans. In connection with any termination without cause pursuant to the second sentence of this Section 8.02(a), the Seller or successor servicer ▇▇▇▇▇▇ Capital will be responsible for reimbursing the Servicer for all unreimbursed out-of-pocket Servicing Advances, Monthly Advances and Option One Servicing Fees within 15 Business Days following the date of termination and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing servicing. Notwithstanding and in addition to the foregoing, in the event that (i) a Mortgage Loan becomes delinquent for a period of 90 days or more (a "Delinquent Mortgage Loan") or (ii) a Mortgage Loan becomes an REO Property, ▇▇▇▇▇▇ Capital may at its election terminate this Agreement (a) with respect to such Delinquent Mortgage Loan or (b) REO Property, in each case, upon 15 days' written notice to the time Servicer. In the event of such transfer of servicing ifelection, and only if, funds in the Collection Account are not sufficient to ▇▇▇▇▇▇ Capital shall reimburse the Servicer for all such unreimbursed fees out-of-pocket Servicing Advances and advancesMonthly Advances on the date of termination and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing, including, but not limited to, costs associated with the transfer of the related files to the ▇▇▇▇▇▇ Capital's designee. Section 10.01 (Successor to the Servicer) is hereby amended in its entirety to read as follows: Simultaneously with the termination of the Servicer's responsibilities and duties under this Agreement (a) pursuant to Sections 6.02, 7.03, 8.03, 9.01 or 9.02, the Master Servicer shall, in accordance with the provisions of the Trust Agreement (i) succeed to and assume all of the Servicer's responsibilities, rights, duties and obligations under this Agreement, or (ii) appoint a successor meeting the eligibility requirements of this Agreement set forth in Sections 8.01(i) and (ii) and which shall succeed to all rights and assume all of the responsibilities, duties and liabilities of the Servicer under this Agreement with the termination of the Servicer's responsibilities, duties and liabilities under this Agreement. Any invoices received by successor to the Servicer after termination will that is not at that time a servicer of other mortgage loans for the Trust Fund shall be forwarded subject to the Sellerapproval of the Master Servicer, which ▇▇▇▇▇▇ Capital, the Trustee and each Rating Agency (as such Seller or term is defined in the Trust Agreement). Unless the successor servicer is at that time a servicer of other mortgage loans for the Trust Fund, each Rating Agency must deliver to the Trustee a letter to the effect that such transfer of servicing will not result in a qualification, withdrawal or downgrade of the then-current rating of any of the Certificates. In connection with such appointment and assumption, the Master Servicer or the Depositor, as applicable, may make such arrangements for the compensation of such successor out of payments on the Mortgage Loans as it and such successor shall pay within five (5) Business Days upon receipt from agree; provided, however, that no such compensation shall be in excess of that permitted the Servicer. (b) Servicer under this Agreement. In the event that the Servicer decides to terminate its obligations Servicer's duties, responsibilities and liabilities under this Agreement as set forth in clause (ii) of Section 8.02(a)should be terminated pursuant to the aforementioned sections, the Servicer agrees shall discharge such duties and responsibilities during the period from the date it acquires knowledge of such termination until the effective date thereof with the same degree of diligence and prudence which it is obligated to exercise under this Agreement, and shall take no action whatsoever that might impair or prejudice the rights or financial condition of its successor. The resignation or removal of the Servicer pursuant to the aforementioned sections shall not become effective until a successor shall be appointed pursuant to this Section 10.01 and shall in no event relieve the Servicer of the representations and warranties made pursuant to Section 6.01 and the remedies available to the Trustee under Sections 6.02 and 7.03, it will continue being understood and agreed that the provisions of such Sections 6.01, 6.02 and 7.03 shall be applicable to service the Mortgage Loans beyond Servicer notwithstanding any such resignation or termination of the prescribed Servicer, or the termination date until of this Agreement. Within a reasonable period of time, but in no event longer than 30 days of the appointment of a successor entity, the Servicer shall prepare, execute and deliver to the successor entity any and all documents and other instruments, place in such time as successor's possession all Servicing Files, and do or cause to be done all other acts or things necessary or appropriate to effect the purposes of such notice of termination. The Servicer shall cooperate with the Trustee and the Master Servicer, using as applicable, and such successor in effecting the termination of the Servicer's responsibilities and rights hereunder and the transfer of servicing responsibilities to the successor Servicer, including without limitation, the transfer to such successor for administration by it of all cash amounts which shall at the time be credited by the Servicer to the Custodial Account or any Escrow Account or thereafter received with respect to the Mortgage Loans. Any successor appointed as provided herein shall execute, acknowledge and deliver to the Trustee, the Servicer and the Master Servicer an instrument (i) accepting such appointment, wherein the successor shall make the representations and warranties set forth in Section 6.01 and (ii) an assumption of the due and punctual performance and observance of each covenant and condition to be performed and observed by the Servicer under this Agreement, whereupon such successor shall become fully vested with all the rights, powers, duties, responsibilities, obligations and liabilities of the Servicer, with like effect as if originally named as a party to this Agreement. Any termination or resignation of the Servicer or termination of this Agreement pursuant to Sections 10.01 shall not affect any claims that the Master Servicer or the Trustee may have against the Servicer arising out of the Servicer's actions or failure to act prior to any such termination or resignation. The Servicer shall deliver within ten (10) Business Days to the successor Servicer the funds in the Custodial Account and Escrow Account and all Mortgage Loan Documents and related documents and statements held by it hereunder and the Servicer shall account for all funds and shall execute and deliver such instruments and do such other things as may reasonably be required to more fully and definitively vest in the successor all such rights, powers, duties, responsibilities, obligations and liabilities of the Servicer. Upon a successor's acceptance of appointment as such, the Servicer shall notify the Trustee and Master Servicer of such appointment in accordance with the notice procedures set forth herein. Except as otherwise provided in this Agreement, all reasonable commercial effortscosts and expenses incurred in connection with any transfer of servicing as a consequence of termination or removal of the Servicer for cause pursuant to Section 9.01 of the Master Servicing Agreement, is able to appoint including, without limitation, the costs and expenses of the Master Servicer or any other Person in appointing a successor servicer acceptable servicer, or of the Master Servicer in assuming the responsibilities of the Servicer hereunder, or of transferring the Servicing Files and the other necessary data to the NIMS Insurer successor servicer shall be paid by the terminated, removed or resigning Servicer from its own funds without reimbursement. 33. The parties hereto acknowledge that Section 10.02 (Closing), Section 10.03 (Closing Documents), Section 10.07 (Notices) and otherwise meeting the characteristics of Sections 7.01 and 9.01Section 10.16 (Exhibits) are inapplicable to this Agreement.

Termination Without Cause. (a) This The Board in consultation with the Superintendent may, for any reason, without cause or a hearing, terminate this Agreement at any time. In consideration for the exercise of this right to terminate without cause, the District shall terminate upon: (i) the later of (a) the distribution of the final payment or liquidation proceeds on the last Mortgage Loan pay to the Master Servicer Assistant Superintendent of Educational Services from the date of termination until the expiration of this Agreement, or Trust Fundfor a period of six (6) months, and (b) whichever is less, a sum equal to the disposition Assistant Superintendent of all REO Property acquired upon foreclosure Educational Services’ base salary at the rate in effect during the Assistant Superintendent of the Educational Services’ last Mortgage Loan and the remittance month of all funds due hereunder or (ii) mutual consent of the Servicer and the Master Servicer service. Any such termination shall be in writing, provided such shall specify the effective date of the termination, and shall terminate all of the Assistant Superintendent of Educational Services’ employment rights and entitlements with the District. The Assistant Superintendent of Educational Services shall execute a full release of claims against the District and its officers, agents, and employees as a condition of receipt of the severance payment; otherwise, no severance payment shall be required and termination is also acceptable shall be effective, nonetheless. For purposes of this Agreement, the term “salary” shall include only the Assistant Superintendent of Educational Services’ regular monthly base salary and shall not include the value of any other stipends, allowances, reimbursements, or benefits received under this Agreement. All payments made pursuant to the Rating Agencies this termination without cause provision shall be subject to applicable payroll deductions and the NIMS Insurershall be treated as compensation for state and federal tax purposes. No payments made pursuant to this early termination provision shall constitute creditable service or creditable compensation for retirement purposes. Payments made pursuant to this termination without cause provision shall be considered as final settlement pay and shall not count for any retirement purpose; accordingly, no deductions shall be made for retirement purposes. In addition, with in consideration for the prior written consent exercise of the Master Servicer and the NIMS Insurer, the Seller may this right to terminate this Agreement with respect to all (but not less than all) of the Mortgage Loans, without cause, provided the Assistant Superintendent of Educational Services shall also be entitled to continue participation in the District’s health and welfare benefit program on the same terms and conditions as described herein in this Agreement for the remainder of the unexpired term of this Agreement, or a period of twelve (12) months, or until the Assistant Superintendent of Educational Services obtains other employment, whichever occurs first. The Parties agree that any damages to the Assistant Superintendent of Educational Services that may result from the Board’s early termination of this Agreement cannot be readily ascertained. Accordingly, the Parties agree that the Seller gives the Servicer 30 days’ notice prior to any such termination, but in no event shall such termination occur prior to the Closing Date. Any such notice of termination shall be in writing and delivered to the Servicer, the Master Servicer, the Trustee and the NIMS Insurer by registered mail to the address set forth in Section 9.03. The Seller and the Servicer shall comply with the termination procedures set forth in Section 9.01 hereof. All unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be deducted by the Servicer from the final remittance of the funds to the successor servicer. Should such funds be insufficient to pay for all unreimbursed Option One Servicing Fees, Servicing Advances or Monthly Advances, the Seller shall reimburse the Servicer within five (5) days upon receipt of an invoice from the Servicer without right of reimbursement from the Trust Fund. In connection with any termination payments made pursuant to clause (ii) of the first sentence of this Section 8.02(a), all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid at the time of such termination by the Trust Fund. Upon a termination of the Servicer for cause pursuant to Section 8.01, all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid by the Trust Fund as such amounts are received from the related Mortgage Loans. In connection with any termination without cause pursuant to provision fully compensates the second sentence Assistant Superintendent of this Section 8.02(a), the Seller or successor servicer will be responsible for reimbursing the Servicer Educational Services for all unreimbursed out-of-pocket Servicing Advancestort, Monthly Advances and Option One Servicing Fees contract, and other reasonable and necessary out-of-pocket costs associated with damages of any transfer of servicing at the time of such transfer of servicing ifnature whatsoever, whether in law or equity, and only if, funds does not result in the Collection Account are not sufficient to reimburse the Servicer for all such unreimbursed fees and advancesa penalty. Any invoices received by the Servicer after termination will be forwarded to the Seller, which such Seller or successor servicer shall pay within five (5) Business Days upon receipt from the Servicer. (b) In the event The Parties agree that the Servicer decides to terminate District’s completion of its obligations under this Agreement provision constitutes the Assistant Superintendent of Educational Services’ sole remedy to the fullest extent provided by law. Finally, the Parties agree that this provision meets the requirements governing maximum cash settlements as set forth in clause (ii) of Section 8.02(a)Government Code sections 53260, the Servicer agrees that it will continue to service the Mortgage Loans beyond the prescribed termination date until such time as the Master Servicer, using reasonable commercial efforts, is able to appoint a successor servicer acceptable to the NIMS Insurer and otherwise meeting the characteristics of Sections 7.01 and 9.01et seq.

Termination Without Cause. (a) This Agreement shall terminate upon: (i) the later of (a) the distribution of the final payment or liquidation proceeds on the last Mortgage Loan to the Master Owner (or advances by the Servicer or Trust Fundfor the same), and (b) the disposition of all REO Property acquired upon foreclosure of the last Mortgage Loan and the remittance of all funds due hereunder hereunder, or (ii) mutual consent of the Servicer Servicer, the Bank and the Master Servicer in writing, provided such termination is also acceptable to writing or (iii) at the Rating Agencies and the NIMS Insurer. In addition, with the prior written consent sole option of the Master Servicer and the NIMS Insurer, the Seller may terminate this Agreement with respect to all (but not less than all) of the Mortgage LoansBank, without cause, provided that the Seller gives the Servicer upon 30 days’ notice prior to any such termination, but in no event shall such termination occur prior to the Closing Datedays written notice. Any such notice of termination shall be in writing and delivered to the Servicer, the Master Servicer, the Trustee and the NIMS Insurer Servicer by registered mail to the address set forth in Section 9.03at the beginning of this Agreement. The Seller Master Servicer, the Trustee and the Servicer shall comply with the termination procedures set forth in Section 9.01 hereof. All unreimbursed Option One Servicing FeesSections 10.01 and 10.03 hereof and the procedures set forth below, Servicing Advances and Monthly Advances still owing provided that, in the event the Bank terminates this Agreement without cause in accordance with subclause (iii) above, the Bank shall pay the Servicer shall be deducted by the Servicer from the final remittance a termination fee equal to 2.0% of the funds to aggregate unpaid balance of the successor servicer. Should Mortgage Loans as of such funds be insufficient to pay for all unreimbursed Option One Servicing Fees, Servicing Advances or Monthly Advances, the Seller shall reimburse the Servicer within five (5) days upon receipt of an invoice from the Servicer without right of reimbursement from the Trust Fundtermination date. In connection with any such termination pursuant referred to in clause (ii) of the first sentence of this Section 8.02(a), all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid at the time of such termination by the Trust Fund. Upon a termination of the Servicer for cause pursuant to Section 8.01, all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid by the Trust Fund as such amounts are received from the related Mortgage Loans. In connection with any termination without cause pursuant to the second sentence of this Section 8.02(a)or (iii) above, the Seller or successor servicer Bank will be responsible for reimbursing the Servicer for all unreimbursed out-of-pocket Servicing Advances, Monthly Advances and Option One Servicing Fees within 15 Business Days following the date of termination and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing servicing. Notwithstanding and in addition to the foregoing, in the event that (i) a Mortgage Loan becomes delinquent for a period of 90 days or more (a "Delinquent Mortgage Loan") or (ii) a Mortgage Loan becomes an REO Property, the Bank may at its election terminate this Agreement (a) with respect to such Delinquent Mortgage Loan or (b) REO Property, in each case, upon 15 days' written notice to the time Servicer. In the event of such transfer of servicing ifelection, and only if, funds in the Collection Account are not sufficient to Bank shall reimburse the Servicer for all such unreimbursed fees out-of-pocket Servicing Advances and advancesMonthly Advances on the date of termination and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing, including, but not limited to, costs associated with the transfer of the related files to the Owner's designee. Section 10.01 (Successor to the Servicer) is hereby amended in its entirety to read as follows: Simultaneously with the termination of the Servicer's responsibilities and duties under this Agreement (a) pursuant to Sections 6.02, 7.03, 8.03, 9.01 or 9.02, the Master Servicer shall, in accordance with the provisions of the Trust Agreement (i) succeed to and assume all of the Servicer's responsibilities, rights, duties and obligations under this Agreement, or (ii) appoint a successor servicer meeting the eligibility requirements of this Agreement set forth in Sections 8.01(i) and (ii) and which shall succeed to all rights and assume all of the responsibilities, duties and liabilities of the Servicer under this Agreement with the termination of the Servicer's responsibilities, duties and liabilities under this Agreement. Any invoices received by successor to the Servicer after termination will that is not at that time a Servicer of other mortgage loans for the Trust Fund shall be forwarded subject to the Sellerapproval of the Master Servicer, which the Bank, the Trustee and each Rating Agency (as such Seller or term is defined in the Trust Agreement). Unless the successor servicer is at that time a Servicer of other mortgage loans for the Trust Fund, each Rating Agency must deliver to the Trustee a letter to the effect that such transfer of servicing will not result in a qualification, withdrawal or downgrade of the then-current rating of any of the Certificates. In connection with such appointment and assumption, the Master Servicer or the Depositor, as applicable, may make such arrangements for the compensation of such successor out of payments on the Mortgage Loans as it and such successor shall pay within five (5) Business Days upon receipt from agree; provided, however, that no such compensation shall be in excess of that permitted the Servicer. (b) Servicer under this Agreement. In the event that the Servicer decides to terminate its obligations Servicer's duties, responsibilities and liabilities under this Agreement as set forth in clause (ii) of Section 8.02(a)should be terminated pursuant to the aforementioned sections, the Servicer agrees shall discharge such duties and responsibilities during the period from the date it acquires knowledge of such termination until the effective date thereof with the same degree of diligence and prudence which it is obligated to exercise under this Agreement, and shall take no action whatsoever that might impair or prejudice the rights or financial condition of its successor. The resignation or removal of the Servicer pursuant to the aforementioned sections shall not become effective until a successor shall be appointed pursuant to this Section 10.01 and shall in no event relieve the Servicer of the representations and warranties made pursuant to Section 6.01 and the remedies available to the Trustee under Sections 6.02 and 7.03, it will continue being understood and agreed that the provisions of such Sections 6.01, 6.02 and 7.03 shall be applicable to service the Mortgage Loans beyond Servicer notwithstanding any such resignation or termination of the prescribed Servicer, or the termination date until of this Agreement. Within a reasonable period of time, but in no event longer than 30 days of the appointment of a successor entity, the Servicer shall prepare, execute and deliver to the successor entity any and all documents and other instruments, place in such time as successor's possession all Servicing Files, and do or cause to be done all other acts or things necessary or appropriate to effect the purposes of such notice of termination. The Servicer shall cooperate with the Trustee and the Master Servicer, using as applicable, and such successor in effecting the termination of the Servicer's responsibilities and rights hereunder and the transfer of servicing responsibilities to the successor Servicer, including without limitation, the transfer to such successor for administration by it of all cash amounts which shall at the time be credited by the Servicer to the Custodial Account or any Escrow Account or thereafter received with respect to the Mortgage Loans. Any successor appointed as provided herein shall execute, acknowledge and deliver to the Trustee, the Servicer and the Master Servicer an instrument (i) accepting such appointment, wherein the successor shall make the representations and warranties set forth in Section 6.01 and (ii) an assumption of the due and punctual performance and observance of each covenant and condition to be performed and observed by the Servicer under this Agreement, whereupon such successor shall become fully vested with all the rights, powers, duties, responsibilities, obligations and liabilities of the Servicer, with like effect as if originally named as a party to this Agreement. Any termination or resignation of the Servicer or termination of this Agreement pursuant to Sections 9.01 and 9.02 shall not affect any claims that the Master Servicer or the Trustee may have against the Servicer arising out of the Servicer's actions or failure to act prior to any such termination or resignation. The Servicer shall deliver (i) within three (3) Business Days to the successor Servicer the funds in the Custodial Account and Escrow Account and (ii) within 30 Business Days all Mortgage Loan Documents and related documents and statements held by it hereunder and the Servicer shall account for all funds and shall execute and deliver such instruments and do such other things as may reasonably be required to more fully and definitively vest in the successor all such rights, powers, duties, responsibilities, obligations and liabilities of the Servicer. Upon a successor's acceptance of appointment as such, the Servicer shall notify the Trustee and Master Servicer of such appointment in accordance with the notice procedures set forth herein. Except as otherwise provided in this Agreement, all reasonable commercial effortscosts and expenses incurred in connection with any transfer of servicing hereunder as a result of a termination of the Servicer for cause pursuant to Section 9.01 of the Agreement, is able to appoint including, without limitation, the costs and expenses of the Master Servicer or any other Person in appointing a successor servicer acceptable servicer, or of the Master Servicer in assuming the responsibilities of the Servicer hereunder, or of transferring the Servicing Files and the other necessary data to the NIMS Insurer successor servicer shall be paid by the terminated, removed or resigning Servicer from its own funds without reimbursement. 36. The parties hereto acknowledge that Section 10.02 (Closing), Section 10.03 (Closing Documents), Section 10.07 (Notices) and otherwise meeting Section 10.16 (Exhibits) are inapplicable to this Agreement. 37. A new Section 10.19 is hereby added to the characteristics of Sections 7.01 and 9.01.Master Servicing Agreement to read as follows:

Termination Without Cause. (a) This Agreement shall terminate upon: (i) the later of (a) the distribution of the final payment or liquidation proceeds on the last Mortgage Loan to the Master Owner (or advances by the Servicer or Trust Fundfor the same), and (b) the disposition of all REO Property acquired upon foreclosure of the last Mortgage Loan and the remittance of all funds due hereunder hereunder, or (ii) mutual consent of the Servicer Servicer, ▇▇▇▇▇▇ Capital and the Master Servicer in writing, provided such termination is also acceptable to writing or (iii) at the Rating Agencies and the NIMS Insurer. In addition, with the prior written consent sole option of the Master Servicer and the NIMS Insurer, the Seller may terminate this Agreement with respect to all (but not less than all) of the Mortgage Loans▇▇▇▇▇▇ Capital, without cause, provided that the Seller gives the Servicer upon 30 days’ notice prior to any such termination, but in no event shall such termination occur prior to the Closing Datedays written notice. Any such notice of termination shall be in writing and delivered to the Servicer, the Master Servicer, the Trustee and the NIMS Insurer Servicer by registered mail to the address set forth in Section 9.03at the beginning of this Agreement. The Seller Master Servicer, the Trustee and the Servicer shall comply with the termination procedures set forth in Section 9.01 hereof. All unreimbursed Option One Servicing FeesSections 10.01 and 10.03 hereof and the procedures set forth below, Servicing Advances and Monthly Advances still owing provided that, in the event ▇▇▇▇▇▇ Capital terminates this Agreement without cause in accordance with subclause (iii) above, ▇▇▇▇▇▇ Capital shall pay the Servicer shall be deducted by the Servicer from the final remittance a termination fee equal to 2.0% of the funds to aggregate unpaid balance of the successor servicer. Should Mortgage Loans as of such funds be insufficient to pay for all unreimbursed Option One Servicing Fees, Servicing Advances or Monthly Advances, the Seller shall reimburse the Servicer within five (5) days upon receipt of an invoice from the Servicer without right of reimbursement from the Trust Fundtermination date. In connection with any such termination pursuant referred to in clause (ii) of the first sentence of this Section 8.02(a)or (iii) above, all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid at the time of such termination by the Trust Fund. Upon a termination of the Servicer for cause pursuant to Section 8.01, all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid by the Trust Fund as such amounts are received from the related Mortgage Loans. In connection with any termination without cause pursuant to the second sentence of this Section 8.02(a), the Seller or successor servicer ▇▇▇▇▇▇ Capital will be responsible for reimbursing the Servicer for all unreimbursed out-of-pocket Servicing Advances, Monthly Advances and Option One Servicing Fees within 15 Business Days following the date of termination and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing servicing. Notwithstanding and in addition to the foregoing, in the event that (i) a Mortgage Loan becomes delinquent for a period of 90 days or more (a "Delinquent Mortgage Loan") or (ii) a Mortgage Loan becomes an REO Property, ▇▇▇▇▇▇ Capital may at its election terminate this Agreement (a) with respect to such Delinquent Mortgage Loan or (b) REO Property, in each case, upon 15 days' written notice to the time Servicer. In the event of such transfer of servicing ifelection, and only if, funds in the Collection Account are not sufficient to ▇▇▇▇▇▇ Capital shall reimburse the Servicer for all such unreimbursed fees out-of-pocket Servicing Advances and advancesMonthly Advances on the date of termination and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing, including, but not limited to, costs associated with the transfer of the related files to the ▇▇▇▇▇▇ Capital's designee. Section 10.01 (Successor to the Servicer) is hereby amended in its entirety to read as follows: Simultaneously with the termination of the Servicer's responsibilities and duties under this Agreement (a) pursuant to Sections 6.02, 7.03, 8.03, 9.01 or 9.02, the Master Servicer shall, in accordance with the provisions of the Trust Agreement (i) succeed to and assume all of the Servicer's responsibilities, rights, duties and obligations under this Agreement, or (ii) appoint a successor meeting the eligibility requirements of this Agreement set forth in Sections 8.01(i) and (ii) and which shall succeed to all rights and assume all of the responsibilities, duties and liabilities of the Servicer under this Agreement with the termination of the Servicer's responsibilities, duties and liabilities under this Agreement. Any invoices received by successor to the Servicer after termination will that is not at that time a Servicer of other Mortgage Loans for the Trust Fund shall be forwarded subject to the Sellerapproval of the Master Servicer, which ▇▇▇▇▇▇ Capital, the Trustee and each Rating Agency (as such Seller or term is defined in the Trust Agreement). Unless the successor servicer is at that time a servicer of other mortgage loans for the Trust Fund, each Rating Agency must deliver to the Trustee a letter to the effect that such transfer of servicing will not result in a qualification, withdrawal or downgrade of the then-current rating of any of the Certificates. In connection with such appointment and assumption, the Master Servicer or the Depositor, as applicable, may make such arrangements for the compensation of such successor out of payments on the Mortgage Loans as it and such successor shall pay within five (5) Business Days upon receipt from agree; provided, however, that no such compensation shall be in excess of that permitted the Servicer. (b) Servicer under this Agreement. In the event that the Servicer decides to terminate its obligations Servicer's duties, responsibilities and liabilities under this Agreement as set forth in clause (ii) of Section 8.02(a)should be terminated pursuant to the aforementioned sections, the Servicer agrees shall discharge such duties and responsibilities during the period from the date it acquires knowledge of such termination until the effective date thereof with the same degree of diligence and prudence which it is obligated to exercise under this Agreement, and shall take no action whatsoever that might impair or prejudice the rights or financial condition of its successor. The resignation or removal of the Servicer pursuant to the aforementioned sections shall not become effective until a successor shall be appointed pursuant to this Section 10.01 and shall in no event relieve the Servicer of the representations and warranties made pursuant to Section 6.01 and the remedies available to the Trustee under Sections 6.02 and 7.03, it will continue being understood and agreed that the provisions of such Sections 6.01, 6.02 and 7.03 shall be applicable to service the Mortgage Loans beyond Servicer notwithstanding any such resignation or termination of the prescribed Servicer, or the termination date until of this Agreement. Within a reasonable period of time, but in no event longer than 30 days of the appointment of a successor entity, the Servicer shall prepare, execute and deliver to the successor entity any and all documents and other instruments, place in such time as successor's possession all Servicing Files, and do or cause to be done all other acts or things necessary or appropriate to effect the purposes of such notice of termination. The Servicer shall cooperate with the Trustee and the Master Servicer, using as applicable, and such successor in effecting the termination of the Servicer's responsibilities and rights hereunder and the transfer of servicing responsibilities to the successor Servicer, including without limitation, the transfer to such successor for administration by it of all cash amounts which shall at the time be credited by the Servicer to the Custodial Account or any Escrow Account or thereafter received with respect to the Mortgage Loans. Any successor appointed as provided herein shall execute, acknowledge and deliver to the Trustee, the Servicer and the Master Servicer an instrument (i) accepting such appointment, wherein the successor shall make the representations and warranties set forth in Section 6.01 and (ii) an assumption of the due and punctual performance and observance of each covenant and condition to be performed and observed by the Servicer under this Agreement, whereupon such successor shall become fully vested with all the rights, powers, duties, responsibilities, obligations and liabilities of the Servicer, with like effect as if originally named as a party to this Agreement. Any termination or resignation of the Servicer or termination of this Agreement pursuant to Sections 10.01 shall not affect any claims that the Master Servicer or the Trustee may have against the Servicer arising out of the Servicer's actions or failure to act prior to any such termination or resignation. The Servicer shall deliver within ten (10) Business Days to the successor Servicer the funds in the Custodial Account and Escrow Account and all Mortgage Loan Documents and related documents and statements held by it hereunder and the Servicer shall account for all funds and shall execute and deliver such instruments and do such other things as may reasonably be required to more fully and definitively vest in the successor all such rights, powers, duties, responsibilities, obligations and liabilities of the Servicer. Upon a successor's acceptance of appointment as such, the Servicer shall notify the Trustee and Master Servicer of such appointment in accordance with the notice procedures set forth herein. Except as otherwise provided in this Agreement, all reasonable commercial effortscosts and expenses incurred in connection with any transfer of servicing as a consequence of termination or removal of the Servicer for cause pursuant to Section 9.01 of the master Servicing Agreement, is able to appoint including, without limitation, the costs and expenses of the Master Servicer or any other Person in appointing a successor servicer acceptable servicer, or of the Master Servicer in assuming the responsibilities of the Servicer hereunder, or of transferring the Servicing Files and the other necessary data to the NIMS Insurer successor servicer shall be paid by the terminated, removed or resigning Servicer from its own funds without reimbursement. 34. The parties hereto acknowledge that Section 10.02 (Closing), Section 10.03 (Closing Documents), Section 10.07 (Notices) and otherwise meeting the characteristics of Sections 7.01 and 9.01Section 10.16 (Exhibits) are inapplicable to this Agreement.

Termination Without Cause. (a) This Agreement shall terminate upon: (i) the later of (a) the distribution of the final payment or liquidation proceeds on the last Mortgage Loan to the Master Servicer or Trust Fund, and (b) the disposition of all REO Property acquired upon foreclosure of the last Mortgage Loan and the remittance of all funds due hereunder or (ii) mutual consent of the Servicer and the Master Servicer in writing, provided such termination is also acceptable to the Rating Agencies and the NIMS Insurer. In addition, with the prior written consent of the Master Servicer and the NIMS Insurer, the each Seller (with respect to its related Mortgage Loans) may terminate this Agreement with respect to all (but not less than all) of the Mortgage Loans, without cause, provided provided, that the each Seller (with respect to its related Mortgage Loans) gives the Servicer 30 days’ notice prior to any such termination, but in no event shall such termination occur prior to the Closing Date' notice. Any such notice of termination shall be in writing and delivered to the Servicer, the Master Servicer, the Trustee Servicer and the NIMS Insurer by registered mail to the address set forth in Section 9.03. The Each Seller (with respect to its related Mortgage Loans) and the Servicer shall comply with the termination procedures set forth in Section 9.01 hereof. In the case of Mortgage Loans which have been serviced by the Servicer under the Bank Servicing Agreements less than six months prior to the date of termination without cause under this Section 8.02, the termination fee to be paid by each Seller (with respect to its related Mortgage Loans) from its own funds without reimbursement for a termination of servicing without cause pursuant to this Section 8.02 shall be equal to $15.00 per Mortgage Loan, payable no later than five Business Days following the date of such termination. All unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be deducted paid by the Servicer each Seller (with respect to its related Mortgage Loans) or successor servicer from the final remittance its own funds within five Business Days of the funds to the successor servicer. Should date of such funds be insufficient to pay for all unreimbursed Option One Servicing Fees, Servicing Advances or Monthly Advances, the Seller shall reimburse the Servicer within five (5) days upon receipt of an invoice from the Servicer termination without right of reimbursement from the Trust Fund. In connection with any termination pursuant to clause (ii) of the first sentence of this Section 8.02(a), all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid at the time of such termination by the Trust Fund. Upon a termination of the Servicer for cause pursuant to Section 8.01, all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid by the Trust Fund as such amounts are received from the related Mortgage Loans. In connection with any termination without cause pursuant to the second sentence of this Section 8.02(a), the each Seller (with respect to its related Mortgage Loans) or successor servicer will be responsible for reimbursing the Servicer for all unreimbursed out-of-pocket Servicing Advances, Monthly Advances and Option One Servicing Fees and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing at the time of such transfer of servicing if, and only if, funds in the Collection Account are not sufficient to reimburse the Servicer for all such unreimbursed fees and advancesservicing. Any invoices received by the Servicer after termination will be forwarded to the Sellereach Seller (with respect to its related Mortgage Loans), which such Seller or successor servicer shall pay within five (5) Business Days upon receipt from the Servicer. (b) In the event that the Servicer decides to terminate its obligations under this Agreement as set forth in clause (ii) of Section 8.02(a), the Servicer agrees that it will continue to service the Mortgage Loans beyond the prescribed termination date until such time as the Master ServicerTrustee, using reasonable commercial efforts, is able to appoint a successor servicer acceptable to the NIMS Insurer and the Master Servicer and otherwise meeting the characteristics of Sections 7.01 and 9.01.

Termination Without Cause. (a) This Agreement shall terminate upon: : (i) the later of (a) the distribution of the final payment or liquidation proceeds on the last Mortgage Loan to the Master Owner (or advances by the Servicer or Trust Fundfor the same), and (b) the disposition of all REO Property acquired upon foreclosure of the last Mortgage Loan and the remittance of all funds due hereunder hereunder, or (ii) mutual consent of the Servicer Servicer, the Seller and the Master Servicer in writing, provided such termination is also acceptable to writing or (iii) at the Rating Agencies and the NIMS Insurer. In addition, with the prior written consent sole option of the Master Servicer and the NIMS Insurer, the Seller may terminate this Agreement with respect to all (but not less than all) of the Mortgage LoansSeller, without cause, provided that the Seller gives the Servicer upon 30 days’ notice prior to any such termination, but in no event shall such termination occur prior to the Closing Datedays written notice. Any such notice of termination shall be in writing and delivered to the Servicer, the Master Servicer, the Trustee and the NIMS Insurer Servicer by registered mail to the address set forth in Section 9.03at the beginning of this Agreement. The Seller Master Servicer, the Trustee and the Servicer shall comply with the termination procedures set forth in Section 9.01 hereof. All unreimbursed Option One Servicing FeesSections 10.01 and 10.03 hereof and the procedures set forth below, Servicing Advances and Monthly Advances still owing provided that, in the Servicer shall be deducted by event the Servicer from the final remittance of the funds to the successor servicer. Should such funds be insufficient to pay for all unreimbursed Option One Servicing Fees, Servicing Advances or Monthly AdvancesSeller terminates this Agreement without cause in accordance with subclause (iii) above, the Seller shall reimburse pay the Servicer within five (5) days upon receipt a termination fee equal to 2.0% of an invoice from the Servicer without right aggregate unpaid balance of reimbursement from the Trust FundMortgage Loans as of such termination date. In connection with any such termination pursuant referred to in clause (ii) of the first sentence of this Section 8.02(a), all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid at the time of such termination by the Trust Fund. Upon a termination of the Servicer for cause pursuant to Section 8.01, all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid by the Trust Fund as such amounts are received from the related Mortgage Loans. In connection with any termination without cause pursuant to the second sentence of this Section 8.02(a)or (iii) above, the Seller or successor servicer will be responsible for reimbursing the Servicer for all unreimbursed out-of-pocket Servicing Advances, Monthly Advances and Option One Servicing Fees within 15 Business Days following the date of termination and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing servicing. Notwithstanding and in addition to the foregoing, in the event that (i) a Mortgage Loan becomes delinquent for a period of 90 days or more (a "Delinquent Mortgage Loan") or (ii) a Mortgage Loan becomes an REO Property, the Seller may at its election terminate this Agreement (a) with respect to such Delinquent Mortgage Loan or (b) REO Property, in each case, upon 15 days' written notice to the time Servicer. In the event of such transfer of servicing ifelection, and only if, funds in the Collection Account are not sufficient to Seller shall reimburse the Servicer for all such unreimbursed fees out-of-pocket Servicing Advances and advancesMonthly Advances on the date of termination and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing, including, but not limited to, costs associated with the transfer of the related files to the Owner's designee. 36. Section 10.01 (Successor to the Servicer) is hereby amended in its entirety to read as follows: Simultaneously with the termination of the Servicer's responsibilities and duties under this Agreement (a) pursuant to Sections 6.02, 7.03, 8.03, 9.01 or 9.02, the Master Servicer shall, in accordance with the provisions of the Trust Agreement (i) succeed to and assume all of the Servicer's responsibilities, rights, duties and obligations under this Agreement, or (ii) appoint a successor servicer meeting the eligibility requirements of this Agreement set forth in Sections 8.01(i) and (ii) and which shall succeed to all rights and assume all of the responsibilities, duties and liabilities of the Servicer under this Agreement with the termination of the Servicer's responsibilities, duties and liabilities under this Agreement. Any invoices received by successor to the Servicer after termination will that is not at that time a Servicer of other mortgage loans for the Trust Fund shall be forwarded subject to the approval of the Master Servicer, the Seller, which the Trustee and each Rating Agency (as such Seller or term is defined in the Trust Agreement). Unless the successor servicer is at that time a Servicer of other mortgage loans for the Trust Fund, each Rating Agency must deliver to the Trustee a letter to the effect that such transfer of servicing will not result in a qualification, withdrawal or downgrade of the then-current rating of any of the Certificates. In connection with such appointment and assumption, the Master Servicer or the Depositor, as applicable, may make such arrangements for the compensation of such successor out of payments on the Mortgage Loans as it and such successor shall pay within five (5) Business Days upon receipt from agree; provided, however, that no such compensation shall be in excess of that permitted the Servicer. (b) Servicer under this Agreement. In the event that the Servicer decides to terminate its obligations Servicer's duties, responsibilities and liabilities under this Agreement as set forth in clause (ii) of Section 8.02(a)should be terminated pursuant to the aforementioned sections, the Servicer agrees shall discharge such duties and responsibilities during the period from the date it acquires knowledge of such termination until the effective date thereof with the same degree of diligence and prudence which it is obligated to exercise under this Agreement, and shall take no action whatsoever that might impair or prejudice the rights or financial condition of its successor. The resignation or removal of the Servicer pursuant to the aforementioned sections shall not become effective until a successor shall be appointed pursuant to this Section 10.01 and shall in no event relieve the Servicer of the representations and warranties made pursuant to Section 6.01 and the remedies available to the Trustee under Sections 6.02 and 7.03, it will continue being understood and agreed that the provisions of such Sections 6.01, 6.02 and 7.03 shall be applicable to service the Mortgage Loans beyond Servicer notwithstanding any such resignation or termination of the prescribed Servicer, or the termination date until of this Agreement. Within a reasonable period of time, but in no event longer than 30 days of the appointment of a successor entity, the Servicer shall prepare, execute and deliver to the successor entity any and all documents and other instruments, place in such time as successor's possession all Servicing Files, and do or cause to be done all other acts or things necessary or appropriate to effect the purposes of such notice of termination. The Servicer shall cooperate with the Trustee and the Master Servicer, using as applicable, and such successor in effecting the termination of the Servicer's responsibilities and rights hereunder and the transfer of servicing responsibilities to the successor Servicer, including without limitation, the transfer to such successor for administration by it of all cash amounts which shall at the time be credited by the Servicer to the Custodial Account or any Escrow Account or thereafter received with respect to the Mortgage Loans. Any successor appointed as provided herein shall execute, acknowledge and deliver to the Trustee, the Servicer and the Master Servicer an instrument (i) accepting such appointment, wherein the successor shall make the representations and warranties set forth in Section 6.01 and (ii) an assumption of the due and punctual performance and observance of each covenant and condition to be performed and observed by the Servicer under this Agreement, whereupon such successor shall become fully vested with all the rights, powers, duties, responsibilities, obligations and liabilities of the Servicer, with like effect as if originally named as a party to this Agreement. Any termination or resignation of the Servicer or termination of this Agreement pursuant to Sections 9.01 and 9.02 shall not affect any claims that the Master Servicer or the Trustee may have against the Servicer arising out of the Servicer's actions or failure to act prior to any such termination or resignation. The Servicer shall deliver (i) within three (3) Business Days to the successor Servicer the funds in the Custodial Account and Escrow Account and (ii) within 30 Business Days all Mortgage Loan Documents and related documents and statements held by it hereunder and the Servicer shall account for all funds and shall execute and deliver such instruments and do such other things as may reasonably be required to more fully and definitively vest in the successor all such rights, powers, duties, responsibilities, obligations and liabilities of the Servicer. Upon a successor's acceptance of appointment as such, the Servicer shall notify the Trustee and Master Servicer of such appointment in accordance with the notice procedures set forth herein. Except as otherwise provided in this Agreement, all reasonable commercial effortscosts and expenses incurred in connection with any transfer of servicing hereunder as a result of a termination of the Servicer for cause pursuant to Section 9.01 of the Agreement, is able to appoint including, without limitation, the costs and expenses of the Master Servicer or any other Person in appointing a successor servicer acceptable servicer, or of the Master Servicer in assuming the responsibilities of the Servicer hereunder, or of transferring the Servicing Files and the other necessary data to the NIMS Insurer successor servicer shall be paid by the terminated, removed or resigning Servicer from its own funds without reimbursement. 37. The parties hereto acknowledge that Section 10.02 (Closing), Section 10.03 (Closing Documents), Section 10.07 (Notices) and otherwise meeting Section 10.16 (Exhibits) are inapplicable to this Agreement. 38. A new Section 10.19 is hereby added to the characteristics of Sections 7.01 and 9.01.Master Servicing Agreement to read as follows:

Termination Without Cause. (a) This Agreement shall terminate upon: : (i) the later of (a) the distribution of the final payment or liquidation proceeds on the last Mortgage Loan to the Master Owner (or advances by the Servicer or Trust Fund, for the same) and (b) the disposition of all REO Property acquired upon foreclosure of the last Mortgage Loan and the remittance of all funds due hereunder hereunder, or (ii) mutual consent of the Servicer Servicer, the Seller and the Master Servicer in writing, provided such termination is also acceptable to writing or (iii) at the Rating Agencies and the NIMS Insurer. In addition, with the prior written consent sole option of the Master Servicer and the NIMS Insurer, the Seller may terminate this Agreement with respect to all (but not less than all) of the Mortgage LoansSeller, without cause, provided that the Seller gives the Servicer upon 30 days’ notice prior to any such termination, but in no event shall such termination occur prior to the Closing Datedays written notice. Any such notice of termination shall be in writing and delivered to the Servicer, the Master Servicer, the Trustee and the NIMS Insurer Servicer by registered mail to the address set forth in Section 9.03at the beginning of this Agreement. The Seller Master Servicer, the Trustee and the Servicer shall comply with the termination procedures set forth in Section 9.01 hereof. All unreimbursed Option One Servicing Feeshereof and the procedures set forth below, Servicing Advances and Monthly Advances still owing provided that, in the Servicer shall be deducted by event the Servicer from the final remittance of the funds to the successor servicer. Should such funds be insufficient to pay for all unreimbursed Option One Servicing Fees, Servicing Advances or Monthly AdvancesSeller terminates this Agreement without cause in accordance with subclause (iii) above, the Seller shall reimburse pay the Servicer within five (5) days upon receipt a termination fee equal to 2.0% of an invoice from the Servicer without right aggregate unpaid balance of reimbursement from the Trust FundMortgage Loans as of such termination date. In connection with any such termination pursuant referred to in clause (ii) of the first sentence of this Section 8.02(a), all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid at the time of such termination by the Trust Fund. Upon a termination of the Servicer for cause pursuant to Section 8.01, all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid by the Trust Fund as such amounts are received from the related Mortgage Loans. In connection with any termination without cause pursuant to the second sentence of this Section 8.02(a)or (iii) above, the Seller or successor servicer will be responsible for reimbursing the Servicer for all unreimbursed out-of-pocket Servicing Advances, Monthly Advances and Option One Servicing Fees within 15 Business Days following the date of termination and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing servicing. Notwithstanding and in addition to the foregoing, in the event that (i) a Mortgage Loan becomes delinquent for a period of 90 days or more (a "Delinquent Mortgage Loan") or (ii) a Mortgage Loan becomes an REO Property, the Seller may at its election terminate this Agreement (a) with respect to such Delinquent Mortgage Loan or (b) REO Property, in each case, upon 15 days' written notice to the time Servicer. In the event of such transfer of servicing ifelection, and only if, funds in the Collection Account are not sufficient to Seller shall reimburse the Servicer for all such unreimbursed fees out-of-pocket Servicing Advances and advancesMonthly Advances on the date of termination and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing, including, but not limited to, costs associated with the transfer of the related files to the Owner's designee. Section 10.01 (Successor to the Servicer) is hereby amended in its entirety to read as follows: Simultaneously with the termination of the Servicer's responsibilities and duties under this Agreement (a) pursuant to Sections 6.02, 7.03, 8.03, 9.01 or 9.02, the Master Servicer shall, in accordance with the provisions of the Trust Agreement (i) succeed to and assume all of the Servicer's responsibilities, rights, duties and obligations under this Agreement or (ii) appoint a successor servicer meeting the eligibility requirements of this Agreement set forth in Sections 8.01(i) and (ii) and which shall succeed to all rights and assume all of the responsibilities, duties and liabilities of the Servicer under this Agreement with the termination of the Servicer's responsibilities, duties and liabilities under this Agreement. Any invoices received by successor to the Servicer after termination will that is not at that time a servicer of other mortgage loans for the Trust Fund shall be forwarded subject to the Seller, which approval of the Master Servicer and each Rating Agency (as such Seller or term is defined in the Trust Agreement). Unless the successor servicer is at that time a servicer of other mortgage loans for the Trust Fund, each Rating Agency must deliver to the Trustee a letter to the effect that such transfer of servicing will not result in a qualification, withdrawal or downgrade of the then-current rating of any of the Certificates. In connection with such appointment and assumption, the Master Servicer or the Depositor, as applicable, may make such arrangements for the compensation of such successor out of payments on the Mortgage Loans as it and such successor shall pay within five (5) Business Days upon receipt from agree; provided, however, that no such compensation shall be in excess of that permitted the Servicer. (b) Servicer under this Agreement. In the event that the Servicer decides to terminate its obligations Servicer's duties, responsibilities and liabilities under this Agreement as set forth in clause (ii) of Section 8.02(a)should be terminated pursuant to the aforementioned sections, the Servicer agrees shall discharge such duties and responsibilities during the period from the date it acquires knowledge of such termination until the effective date thereof with the same degree of diligence and prudence which it is obligated to exercise under this Agreement, and shall take no action whatsoever that might impair or prejudice the rights or financial condition of its successor. The resignation or removal of the Servicer pursuant to the aforementioned sections shall not become effective until a successor shall be appointed pursuant to this Section 10.01 and shall in no event relieve the Servicer of the representations and warranties made pursuant to Section 6.01 and the remedies available to the Trustee under Sections 6.02 and 7.03, it will continue being understood and agreed that the provisions of such Sections 6.01, 6.02 and 7.03 shall be applicable to service the Mortgage Loans beyond Servicer notwithstanding any such resignation or termination of the prescribed Servicer, or the termination date until of this Agreement. Within a reasonable period of time, but in no event longer than 30 days of the appointment of a successor entity, the Servicer shall prepare, execute and deliver to the successor entity any and all documents and other instruments, place in such time as successor's possession all Servicing Files, and do or cause to be done all other acts or things necessary or appropriate to effect the purposes of such notice of termination. The Servicer shall cooperate with the Trustee and the Master Servicer, using reasonable commercial effortsas applicable, is able and such successor in effecting the termination of the Servicer's responsibilities and rights hereunder and the transfer of servicing responsibilities to appoint the successor servicer, including without limitation, the transfer to such successor for administration by it of all cash amounts which shall at the time be credited by the Servicer to the Custodial Account or any Escrow Account or thereafter received with respect to the Mortgage Loans. Any successor appointed as provided herein shall execute, acknowledge and deliver to the Trustee, the Servicer and the Master Servicer an instrument (i) accepting such appointment, wherein the successor shall make the representations and warranties set forth in Section 6.01 and (ii) assuming the due and punctual performance and observance of each covenant and condition to be performed and observed by the Servicer under this Agreement, whereupon such successor shall become fully vested with all the rights, powers, duties, responsibilities, obligations and liabilities of the Servicer, with like effect as if originally named as a party to this Agreement. Any termination or resignation of the Servicer or termination of this Agreement pursuant to Sections 9.01 and 9.02 shall not affect any claims that the Master Servicer or the Trustee may have against the Servicer arising out of the Servicer's actions or failure to act prior to any such termination or resignation. The Servicer shall deliver (i) within three (3) Business Days to the successor servicer acceptable to the NIMS Insurer funds in the Custodial Account and otherwise meeting the characteristics of Sections 7.01 and 9.01.Escrow Account and

Termination Without Cause. (a) This Agreement shall terminate upon: (i) the later of (a) the distribution of the final payment or liquidation proceeds on the last Mortgage Loan to the Master Servicer (or Trust Fundadvances by the Servicer for the same), and (b) the disposition of all REO Property acquired upon foreclosure of the last Mortgage Loan and the remittance of all funds due hereunder or hereunder, (ii) mutual consent of the Servicer Servicer, the Seller and the Master Servicer in writing, writing provided such termination is also acceptable to the Rating Agencies and the NIMS Insurer. In addition, or (iii) with the prior written consent of the Master Servicer and at the NIMS Insurer, the Seller may terminate this Agreement with respect to all (but not less than all) discretion of the Mortgage Loans, without cause, provided that the Seller gives the Servicer Seller. Any such termination pursuant to clause (iii) above shall be with 30 days’ notice prior to any such terminationnotice, but in no event shall such termination occur prior to the Closing Date. Any such notice of termination shall be in writing and delivered to the Servicer, the Master Servicer, the Trustee and the NIMS Insurer Servicer by registered mail to the address addresses set forth in Section 9.039.03 of this Agreement. The Seller and the Servicer shall comply with the termination procedures set forth in Section Sections 7.03, 8.01 and 9.01 hereof. All unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing The Master Servicer shall have no right to terminate the Servicer shall be deducted by the Servicer from the final remittance of the funds to the successor servicer. Should such funds be insufficient to pay for all unreimbursed Option One Servicing Fees, Servicing Advances or Monthly Advances, the Seller shall reimburse the Servicer within five (5) days upon receipt of an invoice from the Servicer without right of reimbursement from the Trust Fund. In connection with any termination pursuant to clause (iiiii) of the first sentence of this Section 8.02(a), all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid at the time of such termination by the Trust Fund. Upon a termination of the Servicer for cause pursuant to Section 8.01, all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid by the Trust Fund as such amounts are received from the related Mortgage Loans. In connection with any a termination without cause by the Seller pursuant to the second sentence clause (iii) of this Section 8.02(a), the Servicer shall be reimbursed by the Seller or successor servicer will be responsible for reimbursing the Servicer for all unreimbursed out-of-pocket Servicing Advances, Monthly Advances and Option One Aurora Servicing Fees and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing at the time of such transfer of servicing if, and only if, funds in the Collection Account are not sufficient to reimburse the Servicer for all such unreimbursed fees and advancesservicing. Any All invoices received by the Servicer after termination will be forwarded to the Seller, which such Seller or the successor servicer shall pay for payment within five thirty (530) Business Days upon days of receipt from the Servicer. (b) In the event that the Servicer decides to terminate its obligations under this Agreement as set forth in clause (ii) of Section 8.02(a), the Servicer agrees that it will continue to service the Mortgage Loans beyond the prescribed termination date until such time as the Master Servicer, using reasonable commercial efforts, is able to appoint a successor servicer acceptable to the NIMS Insurer and otherwise meeting the characteristics of Sections 7.01 and 9.01.

Termination Without Cause. (a) This Agreement shall terminate upon: (i) the later of (a) the distribution of the final payment or liquidation proceeds on the last Mortgage Loan to the Master Servicer (or Trust Fundadvances by the Servicer for the same), and (b) the disposition of all REO Property acquired upon foreclosure of the last Mortgage Loan and the remittance of all funds due hereunder or hereunder, (ii) mutual consent of the Servicer Servicer, the Seller and the Master Servicer in writing, writing provided such termination is also acceptable to the Rating Agencies and the NIMS Insurer. In addition, Insurer or (iii) with the prior written consent of the Master Servicer and the NIMS Insurer, Insurer at the Seller may terminate this Agreement with respect to all (but not less than all) discretion of the Mortgage Loans, without cause, provided that the Seller gives the Servicer 30 days’ notice prior to any such termination, but in no event shall such termination occur prior to the Closing DateSeller. Any such notice of termination pursuant to clause (iii) above shall be with 30 days' prior notice, in writing and delivered to the Servicer, the Master Servicer, the Trustee NIMS Insurer and the NIMS Insurer Servicer by registered mail to the address addresses set forth in Section 9.039.03 of this Agreement. The Seller and the Servicer shall comply with the termination procedures set forth in Section Sections 7.03, 8.01 and 9.01 hereof. All unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing Neither the Master Servicer nor the NIMS Insurer shall have the right to terminate the Servicer shall be deducted by the Servicer from the final remittance of the funds to the successor servicer. Should such funds be insufficient to pay for all unreimbursed Option One Servicing Fees, Servicing Advances or Monthly Advances, the Seller shall reimburse the Servicer within five (5) days upon receipt of an invoice from the Servicer without right of reimbursement from the Trust Fund. In connection with any termination pursuant to clause (iiiii) of the first sentence of this Section 8.02(a), all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid at the time of such termination by the Trust Fund. Upon a termination of the Servicer for cause pursuant to Section 8.01, all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid by the Trust Fund as such amounts are received from the related Mortgage Loans. In connection with any a termination without cause by the Seller pursuant to the second sentence clause (iii) of this Section 8.02(a), the Servicer shall be reimbursed by the Seller or successor servicer will be responsible for reimbursing the Servicer for all unreimbursed out-of-pocket Servicing Advances, Monthly Advances and Option One Servicing Fees and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing at the time of such transfer of servicing if, and only if, funds in the Collection Account are not sufficient to reimburse the Servicer for all such unreimbursed fees and advancesservicing. Any All invoices received by the Servicer after termination will be forwarded to the Seller, which such Seller or the successor servicer shall pay for payment within five thirty (530) Business Days upon days of receipt from the Servicer. (b) In the event that the Servicer decides to terminate its obligations under this Agreement as set forth in clause (ii) of Section 8.02(a), the Servicer agrees that it will continue to service the Mortgage Loans beyond the prescribed termination date until such time as the Master Servicer, using reasonable commercial efforts, is able to appoint a successor servicer acceptable to the NIMS Insurer and otherwise meeting the characteristics of Sections 7.01 and 9.01.

Termination Without Cause. (a) This Agreement shall terminate upon: (i) the later of (a) the distribution of the final payment or liquidation proceeds on the last Mortgage Loan to the Master Servicer or Trust Fund, and (b) the disposition of all REO Property acquired upon foreclosure of the last Mortgage Loan and the remittance of all funds due hereunder or (ii) mutual consent of the Servicer Servicer, Holdings and the Master Servicer Trustee in writing, provided such termination is also acceptable to the Rating Agencies and the NIMS InsurerAgencies. In addition, Holdings, with the prior written consent of the Master Servicer and the NIMS InsurerIBF, the Seller may terminate this Agreement with respect to all (but not less than all) of the Mortgage Loans, without cause, provided provided, that the Seller Holdings gives the Servicer 30 and the Trustee 90 days’ ' notice prior to any such termination, but in no event shall of such termination occur prior and Holdings has appointed a successor servicer reasonably acceptable to the Closing DateTrustee. In the event of failure of IBF to grant such written consent, IBF shall be required to pay Holdings an amount equal to the product of (a) the General Servicing Fee Rate and (b) the then outstanding principal balance of the Mortgage Loan in consideration of the transfer of the servicing rights with respect to the Mortgage Loans to IBF. Any such notice of termination shall be in writing and delivered to the Servicer, the Master Servicer, the Trustee and the NIMS Insurer Servicer by registered mail to the address set forth in Section 9.03. The Seller Holdings and the Servicer shall comply with the termination procedures set forth in Section 9.01 hereof. All unreimbursed Option One Servicing FeesIn the event that such termination without cause is exercised by Holdings within six months of the Transfer Date, Servicing Advances and Monthly Advances still owing Holdings shall pay to the Servicer shall be deducted by a termination fee equal to $15.00 per Mortgage Loan, payable no later than five Business Days following the Servicer from the final remittance date of the funds to the successor servicer. Should such funds be insufficient to pay for all unreimbursed Option One Servicing Fees, Servicing Advances or Monthly Advances, the Seller shall reimburse the Servicer within five (5) days upon receipt of an invoice from the Servicer without right of reimbursement from the Trust Fundtermination. In connection with any termination pursuant to clause (ii) of the first sentence of this Section 8.02(a), all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid at no later than 5 Business Days following the time date of such termination by the Trust Fund. Upon a termination of the Servicer for cause pursuant to Section 8.01, all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid by the Trust Fund as such amounts are received from the related Mortgage Loans. In connection with any termination without cause pursuant to the second sentence of this Section 8.02(a), the Seller or successor servicer Holdings will be responsible for reimbursing the Servicer for all unreimbursed out-of-pocket Option One Servicing Fees, Servicing Advances, Monthly Advances and Option One Servicing Fees and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing at the time of such transfer of servicing if, and only if, funds in the Collection Account are not sufficient to reimburse the Servicer for all such unreimbursed fees and advances. Any invoices received by the Servicer after termination will be forwarded to the Seller, which such Seller or successor servicer shall pay within five (5) Business Days upon receipt from the Servicerservicing. (b) In the event that the Servicer decides to terminate its obligations under this Agreement as set forth in clause (ii) of Section 8.02(a), the Servicer agrees that it will continue to service the Mortgage Loans beyond the prescribed termination date until such time as the Master ServicerTrustee, using reasonable commercial efforts, is able to appoint identify a successor servicer acceptable to the NIMS Insurer and otherwise meeting the characteristics of Sections 7.01 and 9.01.

Termination Without Cause. (a) This Agreement shall terminate upon: (i) the later of (a) the distribution of the final payment or liquidation proceeds on the last Mortgage Loan to the Master Owner (or advances by the Servicer or Trust Fundfor the same), and (b) the disposition of all REO Property acquired upon foreclosure of the last Mortgage Loan and the remittance of all funds due hereunder hereunder, or (ii) mutual consent of the Servicer Servicer, the Bank and the Master Servicer in writing, provided such termination is also acceptable to writing or (iii) at the Rating Agencies and the NIMS Insurer. In addition, with the prior written consent sole option of the Master Servicer and the NIMS Insurer, the Seller may terminate this Agreement with respect to all (but not less than all) of the Mortgage LoansBank, without cause, provided that the Seller gives the Servicer upon 30 days’ notice prior to any such termination, but in no event shall such termination occur prior to the Closing Datedays written notice. Any such notice of termination shall be in writing and delivered to the Servicer, the Master Servicer, the Trustee and the NIMS Insurer Servicer by registered mail to the address set forth in Section 9.03at the beginning of this Agreement. The Seller Master Servicer, the Trustee and the Servicer shall comply with the termination procedures set forth in Section 9.01 hereof. All unreimbursed Option One Servicing FeesSections 10.01 and 10.03 hereof and the procedures set forth below, Servicing Advances and Monthly Advances still owing provided that, in the event the Bank terminates this Agreement without cause in accordance with subclause (iii) above, the Bank shall pay the Servicer shall be deducted by the Servicer from the final remittance a termination fee equal to 2.0% of the funds to aggregate unpaid balance of the successor servicer. Should Mortgage Loans as of such funds be insufficient to pay for all unreimbursed Option One Servicing Fees, Servicing Advances or Monthly Advances, the Seller shall reimburse the Servicer within five (5) days upon receipt of an invoice from the Servicer without right of reimbursement from the Trust Fundtermination date. In connection with any such termination pursuant referred to in clause (ii) of the first sentence of this Section 8.02(a), all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid at the time of such termination by the Trust Fund. Upon a termination of the Servicer for cause pursuant to Section 8.01, all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid by the Trust Fund as such amounts are received from the related Mortgage Loans. In connection with any termination without cause pursuant to the second sentence of this Section 8.02(a)or (iii) above, the Seller or successor servicer Bank will be responsible for reimbursing the Servicer for all unreimbursed out-of-pocket Servicing Advances, Monthly Advances and Option One Servicing Fees within 15 Business Days following the date of termination and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing servicing. Notwithstanding and in addition to the foregoing, in the event that (i) a Mortgage Loan becomes delinquent for a period of 90 days or more (a "Delinquent Mortgage Loan") or (ii) a Mortgage Loan becomes an REO Property, the Bank may at its election terminate this Agreement (a) with respect to such Delinquent Mortgage Loan or (b) REO Property, in each case, upon 15 days' written notice to the time Servicer. In the event of such transfer of servicing ifelection, and only if, funds in the Collection Account are not sufficient to Bank shall reimburse the Servicer for all such unreimbursed fees out-of-pocket Servicing Advances and advances. Any invoices received by Monthly Advances on the Servicer after date of termination will be forwarded and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing, including, but not limited to, costs associated with the transfer of the related files to the Seller, which such Seller or successor servicer shall pay within five Owner's designee. Section 10.01 (5) Business Days upon receipt from Successor to the Servicer. (b) In the event that the Servicer decides is hereby amended in its entirety to terminate its obligations under this Agreement read as set forth in clause (ii) of Section 8.02(a), the Servicer agrees that it will continue to service the Mortgage Loans beyond the prescribed termination date until such time as the Master Servicer, using reasonable commercial efforts, is able to appoint a successor servicer acceptable to the NIMS Insurer and otherwise meeting the characteristics of Sections 7.01 and 9.01.follows:

Termination Without Cause. (a) This Agreement and the Company's rights hereunder with respect to some or all of the Mortgage Loans shall terminate upon: : (i) the later of (a) the distribution of the final payment or liquidation proceeds on the last Mortgage Loan to the Master Servicer Purchaser (or Trust Fundadvances by the Company for the same), and (b) the disposition of all REO Property acquired upon foreclosure of the last Mortgage Loan and the remittance of all funds due hereunder hereunder, or (ii) mutual consent of the Servicer Company and the Master Servicer Purchaser in writing, provided such termination is also acceptable to writing or (iii) at the Rating Agencies and the NIMS Insurer. In addition, with the prior written consent sole option of the Master Servicer and the NIMS Insurer, the Seller may terminate this Agreement with respect to all (but not less than all) of the Mortgage LoansPurchaser, without cause, provided that the Seller gives the Servicer upon 30 days’ notice prior to any such terminationdays written notice, but in no event shall such termination occur prior subject to the Closing Datelimitations set forth below. Any such notice of termination shall be in writing and delivered to the Servicer, the Master Servicer, the Trustee and the NIMS Insurer Company by registered mail to the address set forth in Section 9.03at the beginning of this Agreement. The Seller Purchaser and the Servicer Company shall comply with the termination procedures set forth in Section 9.01 Sections 10.01 and 12.01 hereof. All unreimbursed Option One Servicing FeesIn the event the Purchaser terminates the Company without cause with respect to some or all of the Mortgage Loans, Servicing Advances and Monthly Advances still owing the Servicer Purchaser shall be deducted by required to pay to the Servicer from the final remittance Company a termination fee equal to 1.0% of the funds to the successor servicer. Should such funds be insufficient to pay for all unreimbursed Option One Servicing Fees, Servicing Advances or Monthly Advances, the Seller shall reimburse the Servicer within five (5) days upon receipt of an invoice from the Servicer without right of reimbursement from the Trust Fund. In connection with any termination pursuant to clause (ii) aggregate unpaid principal balance of the first sentence Mortgage Loans as of this Section 8.02(a)such termination date; provided, all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer that no termination fee shall be paid at or payable with respect to the time unpaid principal balance of any Distressed Mortgage Loan. Subject to the requirements set forth in this paragraph, the Company may terminate this Agreement with respect to the servicing of those Mortgage Loans that are determined to be Distressed Mortgage Loans as of the Notice Date and servicing of such termination by the Trust Fund. Upon a termination of the Servicer for cause pursuant to Section 8.01, all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer Mortgage Loans shall be paid by the Trust Fund as such amounts are received from the related Mortgage Loans. In connection with any termination without cause pursuant transferred to the second sentence of this Section 8.02(a), the Seller or successor servicer will Special Servicer. The Company shall be responsible for reimbursing the Servicer for delivery of all unreimbursed out-of-pocket Servicing Advances, Monthly Advances required transfer notices and Option One Servicing Fees and other reasonable and necessary out-of-pocket costs associated with any will send a copy of the transfer of servicing at the time of such transfer of servicing if, and only if, funds in the Collection Account are not sufficient notice to reimburse the Servicer for all such unreimbursed fees and advances. Any invoices received by the Servicer after termination will be forwarded to the Seller, which such Seller or successor servicer shall pay within five (5) Business Days upon receipt from the Servicer. (b) In the event that the Servicer decides to terminate its obligations under this Agreement as set forth in clause (ii) of Section 8.02(a), the Servicer agrees that it will continue to service the Mortgage Loans beyond the prescribed termination date until such time as the Master Servicer. Not later than the Business Day immediately following the Transfer Date, using reasonable commercial effortsthe Company shall deliver to the Special Servicer, is able with respect to appoint the Distressed Mortgage Loans that were transferred to the Special Servicer on such Transfer Date, all related Servicing Files and a successor servicer loan level tape or other electronic media containing loan set-up information in form reasonably acceptable to the NIMS Insurer and otherwise meeting the characteristics of Sections 7.01 and 9.01Special Servicer. No termination fee shall be payable to Company with respect to Mortgage Loans that transfer to a Special Servicer.

Termination Without Cause. (a) This Agreement shall terminate upon: (i) the later of (a) the distribution of the final payment or liquidation proceeds on the last Mortgage Loan to the Master Owner (or advances by the Servicer or Trust Fundfor the same), and (b) the disposition of all REO Property acquired upon foreclosure of the last Mortgage Loan and the remittance of all funds due hereunder hereunder, or (ii) mutual consent of the Servicer and the Master Servicer Owner in writing, provided such termination is also acceptable to writing or (iii) at the Rating Agencies and the NIMS Insurer. In addition, with the prior written consent sole option of the Master Servicer and the NIMS Insurer, the Seller may terminate this Agreement with respect to all (but not less than all) of the Mortgage LoansOwner, without cause, provided that the Seller gives the Servicer upon 30 days’ notice prior to any such termination, but in no event shall such termination occur prior to the Closing Datedays written notice. Any such notice of termination shall be in writing and delivered to the Servicer, the Master Servicer, the Trustee and the NIMS Insurer Servicer by registered mail to the address set forth in Section 9.03at the beginning of this Agreement. The Seller Owner and the Servicer shall comply with the termination procedures set forth in Section 9.01 hereof. All unreimbursed Option One Servicing FeesSections 10.01 and 10.03 hereof and the procedures set forth below, Servicing Advances and Monthly Advances still owing provided that, in the event the Owner terminates this Agreement without cause in accordance with subclause (iii) above, the Owner shall pay the Servicer shall be deducted by the Servicer from the final remittance a termination fee equal to (A) with respect to fixed rate Mortgage Loans, 2.0% of the funds aggregate unpaid principal balance of the fixed rate Mortgage Loans as of such termination date and (B) with respect to ARM Mortgage Loans, 2.0% of the successor servicer. Should aggregate unpaid principal balance of the ARM Mortgage Loans as of such funds be insufficient to pay for all unreimbursed Option One Servicing Fees, Servicing Advances or Monthly Advances, the Seller shall reimburse the Servicer within five (5) days upon receipt of an invoice from the Servicer without right of reimbursement from the Trust Fundtermination date. In connection with any such termination pursuant referred to in clause (ii) of the first sentence of this Section 8.02(a), all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid at the time of such termination by the Trust Fund. Upon a termination of the Servicer for cause pursuant to Section 8.01, all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid by the Trust Fund as such amounts are received from the related Mortgage Loans. In connection with any termination without cause pursuant to the second sentence of this Section 8.02(a)or (iii) above, the Seller or successor servicer Owner will be responsible for reimbursing the Servicer for all unreimbursed out-of-pocket Servicing AdvancesAdvances within 15 Business Days following the date of termination and other reasonable and necessary out-of- pocket costs associated with any transfer of servicing. Notwithstanding and in addition to the foregoing, in the event that (i) a Mortgage Loan becomes delinquent for a period of 90 days or more (a "Delinquent Mortgage Loan") or (ii) a Mortgage Loan becomes an REO Property, the Owner may at its election terminate this Agreement (a) with respect to such Delinquent Mortgage Loan or (b) REO Property, in each case, upon 15 days' written notice to the Servicer. In the event of such election, the Owner shall reimburse the Servicer for all unreimbursed out-of-pocket Servicing Advances and Monthly Advances and Option One Servicing Fees on the date of termination and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing at servicing, including, but not limited to, costs associated with the time of such transfer of servicing if, and only if, funds in the Collection Account are not sufficient to reimburse the Servicer for all such unreimbursed fees and advances. Any invoices received by the Servicer after termination will be forwarded related files to the Seller, which such Seller or successor servicer shall pay within five (5) Business Days upon receipt from the ServicerOwner's designee. (b) In the event that the Servicer decides to terminate its obligations under this Agreement as set forth in clause (ii) of Section 8.02(a), the Servicer agrees that it will continue to service the Mortgage Loans beyond the prescribed termination date until such time as the Master Servicer, using reasonable commercial efforts, is able to appoint a successor servicer acceptable to the NIMS Insurer and otherwise meeting the characteristics of Sections 7.01 and 9.01.

Termination Without Cause. (a) This Agreement shall terminate upon: (i) the later of (a) the distribution of the final payment or liquidation proceeds on the last Mortgage Loan to the Master Owner (or advances by the Servicer or Trust Fund, for the same) and (b) the disposition of all REO Property acquired upon foreclosure of the last Mortgage Loan and the remittance of all funds due hereunder hereunder, or (ii) mutual consent of the Servicer Servicer, the Seller and the Master Servicer in writing, provided such termination is also acceptable to writing or (iii) at the Rating Agencies and the NIMS Insurer. In addition, with the prior written consent sole option of the Master Servicer and the NIMS Insurer, the Seller may terminate this Agreement with respect to all (but not less than all) of the Mortgage LoansSeller, without cause, provided that the Seller gives the Servicer upon 30 days’ notice prior to any such termination, but in no event shall such termination occur prior to the Closing Datedays written notice. Any such notice of termination shall be in writing and delivered to the Servicer, the Master Servicer, the Trustee and the NIMS Insurer Servicer by registered mail to the address set forth in Section 9.03at the beginning of this Agreement. The Seller Master Servicer, the Trustee and the Servicer shall comply with the termination procedures set forth in Section 9.01 hereof. All unreimbursed Option One Servicing Feeshereof and the procedures set forth below, Servicing Advances and Monthly Advances still owing provided that, in the Servicer shall be deducted by event the Servicer from the final remittance of the funds to the successor servicer. Should such funds be insufficient to pay for all unreimbursed Option One Servicing Fees, Servicing Advances or Monthly AdvancesSeller terminates this Agreement without cause in accordance with subclause (iii) above, the Seller shall reimburse pay the Servicer within five (5) days upon receipt a termination fee equal to 2.0% of an invoice from the Servicer without right aggregate unpaid balance of reimbursement from the Trust FundMortgage Loans as of such termination date. In connection with any such termination pursuant referred to in clause (ii) of the first sentence of this Section 8.02(a), all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid at the time of such termination by the Trust Fund. Upon a termination of the Servicer for cause pursuant to Section 8.01, all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid by the Trust Fund as such amounts are received from the related Mortgage Loans. In connection with any termination without cause pursuant to the second sentence of this Section 8.02(a)or (iii) above, the Seller or successor servicer will be responsible for reimbursing the Servicer for all unreimbursed out-of-pocket Servicing Advances, Monthly Advances and Option One Servicing Fees within 15 Business Days following the date of termination and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing servicing. Notwithstanding and in addition to the foregoing, in the event that (i) a Mortgage Loan becomes delinquent for a period of 90 days or more (a "Delinquent Mortgage Loan") or (ii) a Mortgage Loan becomes an REO Property, the Seller may at its election terminate this Agreement (a) with respect to such Delinquent Mortgage Loan or (b) REO Property, in each case, upon 15 days' written notice to the time Servicer. In the event of such transfer of servicing ifelection, and only if, funds in the Collection Account are not sufficient to Seller shall reimburse the Servicer for all such unreimbursed fees out-of-pocket Servicing Advances and advancesMonthly Advances on the date of termination and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing, including, but not limited to, costs associated with the transfer of the related files to the Owner's designee. Section 10.01 (Successor to the Servicer) is hereby amended in its entirety to read as follows: Simultaneously with the termination of the Servicer's responsibilities and duties under this Agreement (a) pursuant to Sections 6.02, 7.03, 8.03, 9.01 or 9.02, the Master Servicer shall, in accordance with the provisions of the Trust Agreement (i) succeed to and assume all of the Servicer's responsibilities, rights, duties and obligations under this Agreement or (ii) appoint a successor servicer meeting the eligibility requirements of this Agreement set forth in Sections 9.01(i) and (ii) and which shall succeed to all rights and assume all of the responsibilities, duties and liabilities of the Servicer under this Agreement with the termination of the Servicer's responsibilities, duties and liabilities under this Agreement. Any invoices received by successor to the Servicer after termination will that is not at that time a servicer of other mortgage loans for the Trust Fund shall be forwarded subject to the approval of the Master Servicer, the Seller, which the Trustee and each Rating Agency (as such Seller or term is defined in the Trust Agreement). Unless the successor servicer is at that time a servicer of other mortgage loans for the Trust Fund, each Rating Agency must deliver to the Trustee a letter to the effect that such transfer of servicing will not result in a qualification, withdrawal or downgrade of the then-current rating of any of the Certificates. In connection with such appointment and assumption, the Master Servicer or the Depositor, as applicable, may make such arrangements for the compensation of such successor out of payments on the Mortgage Loans as it and such successor shall pay within five (5) Business Days upon receipt from agree; provided, however, that no such compensation shall be in excess of that permitted the Servicer. (b) Servicer under this Agreement. In the event that the Servicer decides to terminate its obligations Servicer's duties, responsibilities and liabilities under this Agreement as set forth in clause (ii) of Section 8.02(a)should be terminated pursuant to the aforementioned sections, the Servicer agrees shall discharge such duties and responsibilities during the period from the date it acquires knowledge of such termination until the effective date thereof with the same degree of diligence and prudence which it is obligated to exercise under this Agreement, and shall take no action whatsoever that might impair or prejudice the rights or financial condition of its successor. The resignation or removal of the Servicer pursuant to the aforementioned sections shall not become effective until a successor shall be appointed pursuant to this Section 10.01 and shall in no event relieve the Servicer of the representations and warranties made pursuant to Section 6.01 and the remedies available to the Trustee under Sections 6.02 and 7.03, it will continue being understood and agreed that the provisions of such Sections 6.01, 6.02 and 7.03 shall be applicable to service the Mortgage Loans beyond Servicer notwithstanding any such resignation or termination of the prescribed Servicer, or the termination date until of this Agreement. Within a reasonable period of time, but in no event longer than 30 days of the appointment of a successor entity, the Servicer shall prepare, execute and deliver to the successor entity any and all documents and other instruments, place in such time as successor's possession all Servicing Files, and do or cause to be done all other acts or things necessary or appropriate to effect the purposes of such notice of termination. The Servicer shall cooperate with the Trustee and the Master Servicer, using as applicable, and such successor in effecting the termination of the Servicer's responsibilities and rights hereunder and the transfer of servicing responsibilities to the successor servicer, including without limitation, the transfer to such successor for administration by it of all cash amounts which shall at the time be credited by the Servicer to the Custodial Account or any Escrow Account or thereafter received with respect to the Mortgage Loans. Any successor appointed as provided herein shall execute, acknowledge and deliver to the Trustee, the Servicer and the Master Servicer an instrument (i) accepting such appointment, wherein the successor shall make the representations and warranties set forth in Section 6.01 and (ii) assuming the due and punctual performance and observance of each covenant and condition to be performed and observed by the Servicer under this Agreement, whereupon such successor shall become fully vested with all the rights, powers, duties, responsibilities, obligations and liabilities of the Servicer, with like effect as if originally named as a party to this Agreement. Any termination or resignation of the Servicer or termination of this Agreement pursuant to Sections 9.01 and 9.02 shall not affect any claims that the Master Servicer or the Trustee may have against the Servicer arising out of the Servicer's actions or failure to act prior to any such termination or resignation. The Servicer shall deliver (i) within three (3) Business Days to the successor servicer the funds in the Custodial Account and Escrow Account and (ii) within 30 Business Days all Mortgage Loan Documents and related documents and statements held by it hereunder and the Servicer shall account for all funds and shall execute and deliver such instruments and do such other things as may reasonably be required to more fully and definitively vest in the successor all such rights, powers, duties, responsibilities, obligations and liabilities of the Servicer. Upon a successor's acceptance of appointment as such, the Servicer shall notify the Trustee and Master Servicer of such appointment in accordance with the notice procedures set forth herein. Except as otherwise provided in this Agreement, all reasonable commercial effortscosts and expenses incurred in connection with any transfer of servicing hereunder as a result of a termination of the Servicer for cause pursuant to Section 9.01 of the Agreement, is able to appoint including, without limitation, the costs and expenses of the Master Servicer or any other Person in appointing a successor servicer acceptable servicer, or of the Master Servicer in assuming the responsibilities of the Servicer hereunder, or of transferring the Servicing Files and the other necessary data to the NIMS Insurer successor servicer shall be paid by the terminated, removed or resigning servicer from its own funds without reimbursement. 35. The parties hereto acknowledge that Section 10.02 (Closing), Section 10.03 (Closing Documents), Section 10.07 (Notices) and otherwise meeting Section 10.16 (Exhibits) are inapplicable to this Agreement. 36. A new Section 10.19 is hereby added to the characteristics of Sections 7.01 and 9.01.Master Servicing Agreement to read as follows:

Termination Without Cause. (a) This Agreement shall terminate upon: (i) the later of (a) the distribution of the final payment or liquidation proceeds on the last Mortgage Loan to the Master Owner (or advances by the Servicer or Trust Fundfor the same), and (b) the disposition of all REO Property acquired upon foreclosure of the last Mortgage Loan and the remittance of all funds due hereunder hereunder, or (ii) mutual consent of the Servicer Servicer, the Bank and the Master Servicer in writing, provided such termination is also acceptable to writing or (iii) at the Rating Agencies and the NIMS Insurer. In addition, with the prior written consent sole option of the Master Servicer and the NIMS Insurer, the Seller may terminate this Agreement with respect to all (but not less than all) of the Mortgage LoansBank, without cause, provided that the Seller gives the Servicer upon 30 days’ notice prior to any such termination, but in no event shall such termination occur prior to the Closing Datedays written notice. Any such notice of termination shall be in writing and delivered to the Servicer, the Master Servicer, the Trustee and the NIMS Insurer Servicer by registered mail to the address set forth in Section 9.03at the beginning of this Agreement. The Seller Master Servicer, the Trustee and the Servicer shall comply with the termination procedures set forth in Section 9.01 hereof. All unreimbursed Option One Servicing FeesSections 10.01 and 10.03 hereof and the procedures set forth below, Servicing Advances and Monthly Advances still owing provided that, in the event the Bank terminates this Agreement without cause in accordance with subclause (iii) above, the Bank shall pay the Servicer shall be deducted by the Servicer from the final remittance a termination fee equal to 2.0% of the funds to aggregate unpaid balance of the successor servicer. Should Mortgage Loans as of such funds be insufficient to pay for all unreimbursed Option One Servicing Fees, Servicing Advances or Monthly Advances, the Seller shall reimburse the Servicer within five (5) days upon receipt of an invoice from the Servicer without right of reimbursement from the Trust Fundtermination date. In connection with any such termination pursuant referred to in clause (ii) of the first sentence of this Section 8.02(a), all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid at the time of such termination by the Trust Fund. Upon a termination of the Servicer for cause pursuant to Section 8.01, all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid by the Trust Fund as such amounts are received from the related Mortgage Loans. In connection with any termination without cause pursuant to the second sentence of this Section 8.02(a)or (iii) above, the Seller or successor servicer Bank will be responsible for reimbursing the Servicer for all unreimbursed out-of-pocket Servicing Advances, Monthly Advances and Option One Servicing Fees within 15 Business Days following the date of termination and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing servicing. Notwithstanding and in addition to the foregoing, in the event that (i) a Mortgage Loan becomes delinquent for a period of 90 days or more (a "Delinquent Mortgage Loan") or (ii) a Mortgage Loan becomes an REO Property, the Bank may at its election terminate this Agreement (a) with respect to such Delinquent Mortgage Loan or (b) REO Property, in each case, upon 15 days' written notice to the time Servicer. In the event of such transfer of servicing ifelection, and only if, funds in the Collection Account are not sufficient to Bank shall reimburse the Servicer for all such unreimbursed fees out-of-pocket Servicing Advances and advancesMonthly Advances on the date of termination and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing, including, but not limited to, costs associated with the transfer of the related files to the Owner's designee. Section 10.01 (Successor to the Servicer) is hereby amended in its entirety to read as follows: Simultaneously with the termination of the Servicer's responsibilities and duties under this Agreement (a) pursuant to Sections 6.02, 7.03, 8.03, 9.01 or 9.02, the Master Servicer shall, in accordance with the provisions of the Trust Agreement (i) succeed to and assume all of the Servicer's responsibilities, rights, duties and obligations under this Agreement, or (ii) appoint a successor servicer meeting the eligibility requirements of this Agreement set forth in Sections 8.01(i) and (ii) and which shall succeed to all rights and assume all of the responsibilities, duties and liabilities of the Servicer under this Agreement with the termination of the Servicer's responsibilities, duties and liabilities under this Agreement. Any invoices received by successor to the Servicer after termination will that is not at that time a Servicer of other mortgage loans for the Trust Fund shall be forwarded subject to the Sellerapproval of the Master Servicer, which the Bank, the Trustee and each Rating Agency (as such Seller or term is defined in the Trust Agreement). Unless the successor servicer is at that time a Servicer of other mortgage loans for the Trust Fund, each Rating Agency must deliver to the Trustee a letter to the effect that such transfer of servicing will not result in a qualification, withdrawal or downgrade of the then-current rating of any of the Certificates. In connection with such appointment and assumption, the Master Servicer or the Depositor, as applicable, may make such arrangements for the compensation of such successor out of payments on the Mortgage Loans as it and such successor shall pay within five (5) Business Days upon receipt from agree; provided, however, that no such compensation shall be in excess of that permitted the Servicer. (b) Servicer under this Agreement. In the event that the Servicer decides to terminate its obligations Servicer's duties, responsibilities and liabilities under this Agreement as set forth in clause (ii) of Section 8.02(a)should be terminated pursuant to the aforementioned sections, the Servicer agrees shall discharge such duties and responsibilities during the period from the date it acquires knowledge of such termination until the effective date thereof with the same degree of diligence and prudence which it is obligated to exercise under this Agreement, and shall take no action whatsoever that might impair or prejudice the rights or financial condition of its successor. The resignation or removal of the Servicer pursuant to the aforementioned sections shall not become effective until a successor shall be appointed pursuant to this Section 10.01 and shall in no event relieve the Servicer of the representations and warranties made pursuant to Section 6.01 and the remedies available to the Trustee under Sections 6.02 and 7.03, it will continue being understood and agreed that the provisions of such Sections 6.01, 6.02 and 7.03 shall be applicable to service the Mortgage Loans beyond Servicer notwithstanding any such resignation or termination of the prescribed Servicer, or the termination date until of this Agreement. Within a reasonable period of time, but in no event longer than 30 days of the appointment of a successor entity, the Servicer shall prepare, execute and deliver to the successor entity any and all documents and other instruments, place in such time as successor's possession all Servicing Files, and do or cause to be done all other acts or things necessary or appropriate to effect the purposes of such notice of termination. The Servicer shall cooperate with the Trustee and the Master Servicer, using as applicable, and such successor in effecting the termination of the Servicer's responsibilities and rights hereunder and the transfer of servicing responsibilities to the successor Servicer, including without limitation, the transfer to such successor for administration by it of all cash amounts which shall at the time be credited by the Servicer to the Custodial Account or any Escrow Account or thereafter received with respect to the Mortgage Loans. Any successor appointed as provided herein shall execute, acknowledge and deliver to the Trustee, the Servicer and the Master Servicer an instrument (i) accepting such appointment, wherein the successor shall make the representations and warranties set forth in Section 6.01 and (ii) an assumption of the due and punctual performance and observance of each covenant and condition to be performed and observed by the Servicer under this Agreement, whereupon such successor shall become fully vested with all the rights, powers, duties, responsibilities, obligations and liabilities of the Servicer, with like effect as if originally named as a party to this Agreement. Any termination or resignation of the Servicer or termination of this Agreement pursuant to Sections 10.01 shall not affect any claims that the Master Servicer or the Trustee may have against the Servicer arising out of the Servicer's actions or failure to act prior to any such termination or resignation. The Servicer shall deliver (i) within three (3) Business Days to the successor Servicer the funds in the Custodial Account and Escrow Account and (ii) within 30 Business Days all Mortgage Loan Documents and related documents and statements held by it hereunder and the Servicer shall account for all funds and shall execute and deliver such instruments and do such other things as may reasonably be required to more fully and definitively vest in the successor all such rights, powers, duties, responsibilities, obligations and liabilities of the Servicer. Upon a successor's acceptance of appointment as such, the Servicer shall notify the Trustee and Master Servicer of such appointment in accordance with the notice procedures set forth herein. Except as otherwise provided in this Agreement, all reasonable commercial effortscosts and expenses incurred in connection with any transfer of servicing hereunder as a result of a termination of the Servicer for cause pursuant to Section 9.01 of the Agreement, is able to appoint including, without limitation, the costs and expenses of the Master Servicer or any other Person in appointing a successor servicer acceptable servicer, or of the Master Servicer in assuming the responsibilities of the Servicer hereunder, or of transferring the Servicing Files and the other necessary data to the NIMS Insurer successor servicer shall be paid by the terminated, removed or resigning Servicer from its own funds without reimbursement. 36. The parties hereto acknowledge that Section 10.02 (Closing), Section 10.03 (Closing Documents), Section 10.07 (Notices) and otherwise meeting Section 10.16 (Exhibits) are inapplicable to this Agreement. 37. A new Section 10.19 hereby added to the characteristics of Sections 7.01 and 9.01.Master Servicing Agreement to read as follows:

Termination Without Cause. (a) This Agreement shall terminate upon: : (i) the later of (a) the distribution of the final payment or liquidation proceeds on the last Mortgage Loan to the Master Owner (or advances by the Servicer or Trust Fundfor the same), and (b) the disposition of all REO Property acquired upon foreclosure of the last Mortgage Loan and the remittance of all funds due hereunder hereunder, or (ii) mutual consent of the Servicer Servicer, ▇▇▇▇▇▇ Capital and the Master Servicer in writing, provided such termination is also acceptable to writing or (iii) at the Rating Agencies and the NIMS Insurer. In addition, with the prior written consent sole option of the Master Servicer and the NIMS Insurer, the Seller may terminate this Agreement with respect to all (but not less than all) of the Mortgage Loans▇▇▇▇▇▇ Capital, without cause, provided that the Seller gives the Servicer upon 30 days’ notice prior to any such termination, but in no event shall such termination occur prior to the Closing Datedays written notice. Any such notice of termination shall be in writing and delivered to the Servicer, the Master Servicer, the Trustee and the NIMS Insurer Servicer by registered mail to the address set forth in Section 9.03at the beginning of this Agreement. The Seller Master Servicer, the Trustee and the Servicer shall comply with the termination procedures set forth in Section 9.01 hereof. All unreimbursed Option One Servicing FeesSections 10.01 and 10.03 hereof and the procedures set forth below, Servicing Advances and Monthly Advances still owing provided that, in the event ▇▇▇▇▇▇ Capital terminates this Agreement without cause in accordance with subclause (iii) above, ▇▇▇▇▇▇ Capital shall pay the Servicer shall be deducted by the Servicer from the final remittance a termination fee equal to 2.0% of the funds to aggregate unpaid balance of the successor servicer. Should Mortgage Loans as of such funds be insufficient to pay for all unreimbursed Option One Servicing Fees, Servicing Advances or Monthly Advances, the Seller shall reimburse the Servicer within five (5) days upon receipt of an invoice from the Servicer without right of reimbursement from the Trust Fundtermination date. In connection with any such termination pursuant referred to in clause (ii) of the first sentence of this Section 8.02(a)or (iii) above, all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid at the time of such termination by the Trust Fund. Upon a termination of the Servicer for cause pursuant to Section 8.01, all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid by the Trust Fund as such amounts are received from the related Mortgage Loans. In connection with any termination without cause pursuant to the second sentence of this Section 8.02(a), the Seller or successor servicer ▇▇▇▇▇▇ Capital will be responsible for reimbursing the Servicer for all unreimbursed out-of-pocket Servicing Advances, Monthly Advances and Option One Servicing Fees within 15 Business Days following the date of termination and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing servicing. Notwithstanding and in addition to the foregoing, in the event that (i) a Mortgage Loan becomes delinquent for a period of 91 days or more and not in foreclosure, bankruptcy, or actively participating in a repayment plan (a "Delinquent Mortgage Loan") or (ii) a Mortgage Loan becomes an REO Property, ▇▇▇▇▇▇ Capital may at its election terminate this Agreement (a) with respect to such Delinquent Mortgage Loan or (b) REO Property, in each case, upon 15 days' written notice to the time Servicer. Notwithstanding, the prior sentence, any Mortgage Loan referred to foreclosure as of a Notice Date or in the month of the transfer shall be considered a Delinquent Mortgage Loan. In the event of such transfer of servicing ifelection, and only if, funds in the Collection Account are not sufficient to ▇▇▇▇▇▇ Capital shall reimburse the Servicer for all unreimbursed out-of-pocket Servicing Advances and Monthly Advances on the date of termination and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing, including, but not limited to, costs associated with the transfer of the related files to the ▇▇▇▇▇▇ Capital's designee. The servicing for such unreimbursed fees and advances. Any invoices received Delinquent Mortgage Loan or REO Property shall be transferred by the Servicer to ▇▇▇▇▇▇ Capital within a reasonable period of time after such written notice of termination will be forwarded is given by ▇▇▇▇▇▇ Capital, but in no event more than 30 days of the receipt of such notice. Section 10.01 (Successor to the SellerServicer) is hereby amended in its entirety to read as follows: Simultaneously with the termination of the Servicer's responsibilities and duties under this Agreement (a) pursuant to Sections 6.02, 7.03, 8.03, 9.01 or 9.02, the Master Servicer shall, in accordance with the provisions of the Trust Agreement (i) succeed to and assume all of the Servicer's responsibilities, rights, duties and obligations under this Agreement, or (ii) appoint a successor meeting the eligibility requirements of this Agreement set forth in Sections 8.01(i) and (ii) and which shall succeed to all rights and assume all of the responsibilities, duties and liabilities of the Servicer under this Agreement with the termination of the Servicer's responsibilities, duties and liabilities under this Agreement. Any successor to the Servicer that is not at that time a servicer of other mortgage loans for the Trust Fund shall be subject to the approval of the Master Servicer, ▇▇▇▇▇▇ Capital, the Trustee and each Rating Agency (as such Seller or term is defined in the Trust Agreement). Unless the successor servicer is at that time a Servicer of other mortgage loans for the Trust Fund, each Rating Agency must deliver to the Trustee a letter to the effect that such transfer of servicing will not result in a qualification, withdrawal or downgrade of the then-current rating of any of the Certificates. In connection with such appointment and assumption, the Master Servicer or the Depositor, as applicable, may make such arrangements for the compensation of such successor out of payments on the Mortgage Loans as it and such successor shall pay agree; provided, however, that no such compensation shall be in excess of that permitted the Servicer under this Agreement. In the event that the Servicer's duties, responsibilities and liabilities under this Agreement should be terminated pursuant to the aforementioned sections, the Servicer shall discharge such duties and responsibilities during the period from the date it acquires knowledge of such termination until the effective date thereof with the same degree of diligence and prudence which it is obligated to exercise under this Agreement, and shall take no action whatsoever that might impair or prejudice the rights or financial condition of its successor. The resignation or removal of the Servicer pursuant to the aforementioned sections shall not become effective until a successor shall be appointed pursuant to this Section 10.01 and shall in no event relieve the Servicer of the representations and warranties made pursuant to Section 6.01 and the remedies available to the Trustee under Sections 6.02 and 7.03, it being understood and agreed that the provisions of such Sections 6.01, 6.02 and 7.03 shall be applicable to the Servicer notwithstanding any such resignation or termination of the Servicer, or the termination of this Agreement. Within a reasonable period of time, but in no event longer than 30 days of the appointment of a successor entity, the Servicer shall prepare, execute and deliver to the successor entity any and all documents and other instruments, place in such successor's possession all Servicing Files, and do or cause to be done all other acts or things necessary or appropriate to effect the purposes of such notice of termination. The Servicer shall cooperate with the Trustee and the Master Servicer, as applicable, and such successor in effecting the termination of the Servicer's responsibilities and rights hereunder and the transfer of servicing responsibilities to the successor Servicer, including without limitation, the transfer to such successor for administration by it of all cash amounts which shall at the time be credited by the Servicer to the Custodial Account or any Escrow Account or thereafter received with respect to the Mortgage Loans. Any successor appointed as provided herein shall execute, acknowledge and deliver to the Trustee, the Servicer and the Master Servicer an instrument (i) accepting such appointment, wherein the successor shall make the representations and warranties set forth in Section 6.01 and (ii) an assumption of the due and punctual performance and observance of each covenant and condition to be performed and observed by the Servicer under this Agreement, whereupon such successor shall become fully vested with all the rights, powers, duties, responsibilities, obligations and liabilities of the Servicer, with like effect as if originally named as a party to this Agreement. Any termination or resignation of the Servicer or termination of this Agreement pursuant to Sections 10.01 shall not affect any claims that the Master Servicer or the Trustee may have against the Servicer arising out of the Servicer's actions or failure to act prior to any such termination or resignation. The Servicer shall deliver within five (5) Business Days upon receipt from of a servicing transfer to the successor Servicer the funds in the Custodial Account and Escrow Account and all Mortgage Loan Documents and related documents and statements held by it hereunder and the Servicer shall account for all funds and shall execute and deliver such instruments and do such other things as may reasonably be required to more fully and definitively vest in the successor all such rights, powers, duties, responsibilities, obligations and liabilities of the Servicer. (b) In the event that the Servicer decides to terminate its obligations under this Agreement . Upon a successor's acceptance of appointment as set forth in clause (ii) of Section 8.02(a)such, the Servicer agrees that it will continue shall notify the Trustee and Master Servicer of such appointment in accordance with the notice procedures set forth herein. Except as otherwise provided in this Agreement, all reasonable costs and expenses incurred in connection with any transfer of servicing hereunder, solely as a result of a termination for cause of the Servicer pursuant to service the Mortgage Loans beyond the prescribed termination date until such time as Section 9.01 of the Master ServicerServicing Agreement, using reasonable commercial effortsincluding, is able to appoint without limitation, the costs and expenses of the Master Servicer or any other Person in appointing a successor servicer acceptable servicer, or of the Master Servicer in assuming the responsibilities of the Servicer hereunder, or of transferring the Servicing Files and the other necessary data to the NIMS Insurer successor servicer shall be paid by the terminated, removed or resigning Servicer from its own funds without reimbursement. 33. The parties hereto acknowledge that Section 10.02 (Closing), Section 10.03 (Closing Documents), Section 10.07 (Notices) and otherwise meeting the characteristics of Sections 7.01 and 9.01Section 10.16 (Exhibits) are inapplicable to this Agreement.

Termination Without Cause. (a) This Agreement shall terminate upon: : (i) the later of (a) the distribution of the final payment or liquidation proceeds on the last Mortgage Loan to the Master Owner (or advances by the Servicer or Trust Fundfor the same), and (b) the disposition of all REO Property acquired upon foreclosure of the last Mortgage Loan and the remittance of all funds due hereunder hereunder, or (ii) mutual consent of the Servicer Servicer, the Seller and the Master Servicer in writing, provided such termination is also acceptable to writing or (iii) at the Rating Agencies and the NIMS Insurer. In addition, with the prior written consent sole option of the Master Servicer and the NIMS Insurer, the Seller may terminate this Agreement with respect to all (but not less than all) of the Mortgage LoansSeller, without cause, provided that the Seller gives the Servicer upon 30 days’ notice prior to any such termination, but in no event shall such termination occur prior to the Closing Datedays written notice. Any such notice of termination shall be in writing and delivered to the Servicer, the Master Servicer, the Trustee and the NIMS Insurer Servicer by registered mail to the address set forth in Section 9.03at the beginning of this Agreement. The Seller Master Servicer, the Trustee and the Servicer shall comply with the termination procedures set forth in Section 9.01 hereof. All unreimbursed Option One Servicing FeesSections 10.01 and 10.03 hereof and the procedures set forth below, Servicing Advances and Monthly Advances still owing provided that, in the Servicer shall be deducted by event the Servicer from the final remittance of the funds to the successor servicer. Should such funds be insufficient to pay for all unreimbursed Option One Servicing Fees, Servicing Advances or Monthly AdvancesSeller terminates this Agreement without cause in accordance with subclause (iii) above, the Seller shall reimburse pay the Servicer within five (5) days upon receipt a termination fee equal to 2.0% of an invoice from the Servicer without right aggregate unpaid balance of reimbursement from the Trust FundMortgage Loans as of such termination date. In connection with any such termination pursuant referred to in clause (ii) of the first sentence of this Section 8.02(a), all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid at the time of such termination by the Trust Fund. Upon a termination of the Servicer for cause pursuant to Section 8.01, all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid by the Trust Fund as such amounts are received from the related Mortgage Loans. In connection with any termination without cause pursuant to the second sentence of this Section 8.02(a)or (iii) above, the Seller or successor servicer will be responsible for reimbursing the Servicer for all unreimbursed out-of-pocket Servicing Advances, Monthly Advances and Option One Servicing Fees within 15 Business Days following the date of termination and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing servicing. Notwithstanding and in addition to the foregoing, in the event that (i) a Mortgage Loan becomes delinquent for a period of 90 days or more (a "Delinquent Mortgage Loan") or (ii) a Mortgage Loan becomes an REO Property, the Seller may at its election terminate this Agreement (a) with respect to such Delinquent Mortgage Loan or (b) REO Property, in each case, upon 15 days' written notice to the time Servicer. In the event of such transfer of servicing ifelection, and only if, funds in the Collection Account are not sufficient to Seller shall reimburse the Servicer for all such unreimbursed fees out-of-pocket Servicing Advances and advancesMonthly Advances on the date of termination and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing, including, but not limited to, costs associated with the transfer of the related files to the Owner's designee. Section 10.01 (Successor to the Servicer) is hereby amended in its entirety to read as follows: Simultaneously with the termination of the Servicer's responsibilities and duties under this Agreement (a) pursuant to Sections 6.02, 7.03, 8.03, 9.01 or 9.02, the Master Servicer shall, in accordance with the provisions of the Trust Agreement (i) succeed to and assume all of the Servicer's responsibilities, rights, duties and obligations under this Agreement, or (ii) appoint a successor servicer meeting the eligibility requirements of this Agreement set forth in Sections 8.01(i) and (ii) and which shall succeed to all rights and assume all of the responsibilities, duties and liabilities of the Servicer under this Agreement with the termination of the Servicer's responsibilities, duties and liabilities under this Agreement. Any invoices received by successor to the Servicer after termination will that is not at that time a Servicer of other mortgage loans for the Trust Fund shall be forwarded subject to the Seller, which approval of the Master Servicer and each Rating Agency (as such Seller or term is defined in the Trust Agreement). Unless the successor servicer is at that time a Servicer of other mortgage loans for the Trust Fund, each Rating Agency must deliver to the Trustee a letter to the effect that such transfer of servicing will not result in a qualification, withdrawal or downgrade of the then-current rating of any of the Certificates. In connection with such appointment and assumption, the Master Servicer or the Depositor, as applicable, may make such arrangements for the compensation of such successor out of payments on the Mortgage Loans as it and such successor shall pay within five (5) Business Days upon receipt from agree; provided, however, that no such compensation shall be in excess of that permitted the Servicer. (b) Servicer under this Agreement. In the event that the Servicer decides to terminate its obligations Servicer's duties, responsibilities and liabilities under this Agreement as set forth in clause (ii) of Section 8.02(a)should be terminated pursuant to the aforementioned sections, the Servicer agrees shall discharge such duties and responsibilities during the period from the date it acquires knowledge of such termination until the effective date thereof with the same degree of diligence and prudence which it is obligated to exercise under this Agreement, and shall take no action whatsoever that might impair or prejudice the rights or financial condition of its successor. The resignation or removal of the Servicer pursuant to the aforementioned sections shall not become effective until a successor shall be appointed pursuant to this Section 10.01 and shall in no event relieve the Servicer of the representations and warranties made pursuant to Section 6.01 and the remedies available to the Trustee under Sections 6.02 and 7.03, it will continue being understood and agreed that the provisions of such Sections 6.01, 6.02 and 7.03 shall be applicable to service the Mortgage Loans beyond Servicer notwithstanding any such resignation or termination of the prescribed Servicer, or the termination date until of this Agreement. Within a reasonable period of time, but in no event longer than 30 days of the appointment of a successor entity, the Servicer shall prepare, execute and deliver to the successor entity any and all documents and other instruments, place in such time as successor's possession all Servicing Files, and do or cause to be done all other acts or things necessary or appropriate to effect the purposes of such notice of termination. The Servicer shall cooperate with the Trustee and the Master Servicer, using as applicable, and such successor in effecting the termination of the Servicer's responsibilities and rights hereunder and the transfer of servicing responsibilities to the successor Servicer, including without limitation, the transfer to such successor for administration by it of all cash amounts which shall at the time be credited by the Servicer to the Custodial Account or any Escrow Account or thereafter received with respect to the Mortgage Loans. Any successor appointed as provided herein shall execute, acknowledge and deliver to the Trustee, the Servicer and the Master Servicer an instrument (i) accepting such appointment, wherein the successor shall make the representations and warranties set forth in Section 6.01 and (ii) an assumption of the due and punctual performance and observance of each covenant and condition to be performed and observed by the Servicer under this Agreement, whereupon such successor shall become fully vested with all the rights, powers, duties, responsibilities, obligations and liabilities of the Servicer, with like effect as if originally named as a party to this Agreement. Any termination or resignation of the Servicer or termination of this Agreement pursuant to Sections 9.01 and 9.02 shall not affect any claims that the Master Servicer or the Trustee may have against the Servicer arising out of the Servicer's actions or failure to act prior to any such termination or resignation. The Servicer shall deliver (i) within three (3) Business Days to the successor Servicer the funds in the Custodial Account and Escrow Account and (ii) within 30 Business Days all Mortgage Loan Documents and related documents and statements held by it hereunder and the Servicer shall account for all funds and shall execute and deliver such instruments and do such other things as may reasonably be required to more fully and definitively vest in the successor all such rights, powers, duties, responsibilities, obligations and liabilities of the Servicer. Upon a successor's acceptance of appointment as such, the Servicer shall notify the Trustee and Master Servicer of such appointment in accordance with the notice procedures set forth herein. Except as otherwise provided in this Agreement, all reasonable commercial effortscosts and expenses incurred in connection with any transfer of servicing hereunder as a result of a termination of the Servicer for cause pursuant to Section 9.01 of the Agreement, is able to appoint including, without limitation, the costs and expenses of the Master Servicer or any other Person in appointing a successor servicer acceptable servicer, or of the Master Servicer in assuming the responsibilities of the Servicer hereunder, or of transferring the Servicing Files and the other necessary data to the NIMS Insurer successor servicer shall be paid by the terminated, removed or resigning Servicer from its own funds without reimbursement. 37. The parties hereto acknowledge that Section 10.02 (Closing), Section 10.03 (Closing Documents), Section 10.07 (Notices) and otherwise meeting Section 10.16 (Exhibits) are inapplicable to this Agreement. 38. A new Section 10.19 is hereby added to the characteristics of Sections 7.01 and 9.01.Master Servicing Agreement to read as follows:

Termination Without Cause. (a) This Agreement shall terminate upon: (i) the later of (a) the distribution of the final payment or liquidation proceeds on the last Mortgage Loan to the Master Owner (or advances by the Servicer or Trust Fundfor the same), and (b) the disposition of all REO Property acquired upon foreclosure of the last Mortgage Loan and the remittance of all funds due hereunder or (ii) mutual consent of the Servicer Servicer, the Seller and the Master Servicer in writing, provided such termination is also acceptable to the Rating Agencies and the NIMS Insurer. In addition, with the prior written consent of the Master Servicer and the NIMS Insurer, the Seller may terminate this Agreement with respect to all (but not less than all) of the Mortgage Loans, without cause, provided that the Seller gives the Servicer 30 days’ notice prior to any such termination, but in no event shall such termination occur prior to the Closing Date. Any such notice of termination shall be in writing and delivered to the Servicer, the Master Servicer, the Trustee and the NIMS Insurer Servicer by registered mail to the address set forth in Section 9.03at the beginning of this Agreement. The Seller Master Servicer, the Trustee and the Servicer shall comply with the termination procedures set forth in Section 9.01 hereof. All unreimbursed Option One Servicing Fees, Servicing Advances Sections 10.01 and Monthly Advances still owing 10.03 hereof and the Servicer shall be deducted by the Servicer from the final remittance of the funds to the successor servicer. Should such funds be insufficient to pay for all unreimbursed Option One Servicing Fees, Servicing Advances or Monthly Advances, the Seller shall reimburse the Servicer within five (5) days upon receipt of an invoice from the Servicer without right of reimbursement from the Trust Fundprocedures set forth below. In connection with any such termination pursuant referred to in clause (ii) of the first sentence of this Section 8.02(a), all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid at the time of such termination by the Trust Fund. Upon a termination of the Servicer for cause pursuant to Section 8.01, all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid by the Trust Fund as such amounts are received from the related Mortgage Loans. In connection with any termination without cause pursuant to the second sentence of this Section 8.02(a)above, the Seller or successor servicer will be responsible for reimbursing the Servicer for all unreimbursed out-of-pocket Servicing Advances, Monthly Advances and Option One Servicing Fees within 15 Business Days following the date of termination and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing servicing. Notwithstanding and in addition to the foregoing, in the event that a Mortgage Loan becomes an REO Property, the Seller may at its election terminate this Agreement with respect to such REO Property upon 15 days' written notice to the time Servicer. In the event of such transfer of servicing ifelection, and only if, funds in the Collection Account are not sufficient to Seller shall reimburse the Servicer for all such unreimbursed fees out-of-pocket Servicing Advances and advancesMonthly Advances on the date of termination and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing, including, but not limited to, costs associated with the transfer of the related files to the Owner's designee. Section 10.01 (Successor to the Servicer) is hereby amended in its entirety to read as follows: Simultaneously with the termination of the Servicer's responsibilities and duties under this Agreement pursuant to Sections 6.02, 8.03, 9.01 or 9.02, the Master Servicer shall, in accordance with the provisions of the Trust Agreement (i) succeed to and assume all of the Servicer's responsibilities, rights, duties and obligations under this Agreement, or (ii) appoint a successor servicer meeting the eligibility requirements of this Agreement set forth in Sections 8.01(i) and (ii) and which shall succeed to all rights and assume all of the responsibilities, duties and liabilities of the Servicer under this Agreement upon the termination of the Servicer's responsibilities, duties and liabilities under this Agreement. Any invoices received by successor to the Servicer after termination will that is not at that time a Servicer of other mortgage loans for the Trust Fund shall be forwarded subject to the approval of the Master Servicer, the Seller, which the Trustee and each Rating Agency (as such Seller or term is defined in the Trust Agreement). Unless the successor servicer is at that time a Servicer of other mortgage loans for the Trust Fund, each Rating Agency must deliver to the Trustee a letter to the effect that such transfer of servicing will not result in a qualification, withdrawal or downgrade of the then-current rating of any of the Certificates. In connection with such appointment and assumption, the Master Servicer or the Depositor, as applicable, may make such arrangements for the compensation of such successor out of payments on the Mortgage Loans as it and such successor shall pay within five (5) Business Days upon receipt from agree; provided, however, that no such compensation shall be in excess of that permitted the Servicer. (b) Servicer under this Agreement. In the event that the Servicer decides to terminate its obligations Servicer's duties, responsibilities and liabilities under this Agreement as set forth in clause (ii) of Section 8.02(a)should be terminated pursuant to the aforementioned sections, the Servicer agrees shall discharge such duties and responsibilities during the period from the date it acquires knowledge of such termination until the effective date thereof with the same degree of diligence and prudence which it is obligated to exercise under this Agreement, and shall take no action whatsoever that might impair or prejudice the rights or financial condition of its successor. The resignation or removal of the Servicer pursuant to the aforementioned sections shall not become effective until a successor shall be appointed pursuant to this Section 10.01 and shall in no event relieve the Servicer of the representations and warranties made pursuant to Section 6.01 and the remedies available to the Trustee under Sections 6.02 and 7.03, it will continue being understood and agreed that the provisions of such Sections 6.01, 6.02 and 7.03 shall be applicable to service the Mortgage Loans beyond Servicer notwithstanding any such resignation or termination of the prescribed Servicer, or the termination date until of this Agreement. Within a reasonable period of time, but in no event longer than 30 days of the appointment of a successor entity, the Servicer shall prepare, execute and deliver to the successor entity any and all documents and other instruments, place in such time as successor's possession all Servicing Files, and do or cause to be done all other acts or things necessary or appropriate to effect the purposes of such notice of termination. The Servicer shall cooperate with the Trustee and the Master Servicer, using as applicable, and such successor in effecting the termination of the Servicer's responsibilities and rights hereunder and the transfer of servicing responsibilities to the successor Servicer, including without limitation, the transfer to such successor for administration by it of all cash amounts which shall at the time be credited by the Servicer to the Custodial Account or any Escrow Account or thereafter received with respect to the Mortgage Loans. Any successor appointed as provided herein shall execute, acknowledge and deliver to the Trustee, the Servicer and the Master Servicer an instrument (i) accepting such appointment, wherein the successor shall make the representations and warranties set forth in Section 6.01 and (ii) an assumption of the due and punctual performance and observance of each covenant and condition to be performed and observed by the Servicer under this Agreement, whereupon such successor shall become fully vested with all the rights, powers, duties, responsibilities, obligations and liabilities of the Servicer, with like effect as if originally named as a party to this Agreement. Any termination or resignation of the Servicer or termination of this Agreement pursuant to Sections 9.01 and 9.02 shall not affect any claims that the Master Servicer or the Trustee may have against the Servicer arising out of the Servicer's actions or failure to act prior to any such termination or resignation. The Servicer shall deliver (i) within three (3) Business Days to the successor Servicer the funds in the Custodial Account and Escrow Account and (ii) within 30 Business Days all Mortgage Loan Documents and related documents and statements held by it hereunder and the Servicer shall account for all funds and shall execute and deliver such instruments and do such other things as may reasonably be required to more fully and definitively vest in the successor all such rights, powers, duties, responsibilities, obligations and liabilities of the Servicer. Upon a successor's acceptance of appointment as such, the Servicer shall notify the Trustee and Master Servicer of such appointment in accordance with the notice procedures set forth herein. Except as otherwise provided in this Agreement, all reasonable commercial effortscosts and expenses incurred in connection with any transfer of servicing hereunder as a result of a termination of the Servicer for cause pursuant to Section 9.01 of the Agreement, is able to appoint including, without limitation, the costs and expenses of the Master Servicer or any other Person in appointing a successor servicer acceptable servicer, or of the Master Servicer in assuming the responsibilities of the Servicer hereunder, or of transferring the Servicing Files and the other necessary data to the NIMS Insurer successor servicer shall be paid by the terminated, removed or resigning Servicer from its own funds without reimbursement. 40. The parties hereto acknowledge that Section 10.02 (Closing), Section 10.03 (Closing Documents), Section 10.07 (Notices) and otherwise meeting Section 10.16 (Exhibits) are inapplicable to this Agreement. 41. A new Section 10.19 is hereby added to the characteristics of Sections 7.01 and 9.01.Master Servicing Agreement to read as follows:

Termination Without Cause. (a) This Agreement shall terminate upon: (i) the later of (a) the distribution of the final payment or liquidation proceeds on the last Mortgage Loan to the Master Servicer (or Trust Fundadvances by the Servicer for the same), and (b) the disposition of all REO Property acquired upon foreclosure of the last Mortgage Loan and the remittance of all funds due hereunder hereunder, or (ii) mutual consent of the Servicer Servicer, the Seller and the Master Servicer in writing, writing provided such termination is also acceptable to the Rating Agencies and the NIMS Insurer. In addition, with the prior written consent of the Master Servicer and the NIMS Insurer, the Seller may terminate this Agreement or (iii) with respect to some or all (but not less than all) of the Mortgage Loans, at the sole option of the Seller, without cause, provided that the Seller gives the Servicer 30 days’ notice prior to any such terminationupon sixty (60) days written notice, but in no event shall such termination occur prior subject to the Closing Datelimitations set forth below. Any such notice of termination shall be in writing and delivered to the ServicerIndenture Trustee, the Master Servicer, the Trustee Servicer and the NIMS Insurer Servicer by registered mail to the address set forth in Section 9.039.04 of this Agreement. The Seller and the Servicer shall comply with the termination procedures set forth in Section Sections 8.01, 8.02 and 9.01 hereof. All unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing In the event the Seller terminates the Servicer shall be deducted by the Servicer from the final remittance without cause with respect to some or all of the funds to the successor servicer. Should such funds be insufficient to pay for all unreimbursed Option One Servicing Fees, Servicing Advances or Monthly AdvancesMortgage Loans (other than Distressed Mortgage Loans), the Seller shall reimburse be required to pay to the Servicer within five a Termination Fee in an amount equal to the sum of (5i) days upon receipt the product of an invoice from (x) the Termination Fee Percentage, (y) the applicable Termination Rate and (z) the outstanding principal balance of the terminated Mortgage Loans as of the date of such termination and (ii) for any termination without cause, the sum of $15.00 for each Mortgage Loan so terminated. In the event the Seller terminates the Servicer without right of reimbursement from the Trust Fund. In connection cause with respect to any termination pursuant to clause (ii) of the first sentence of this Section 8.02(a), all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid at the time of such termination by the Trust Fund. Upon a termination of the Servicer for cause pursuant to Section 8.01, all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid by the Trust Fund as such amounts are received from the related Distressed Mortgage Loans. In connection with any termination without cause pursuant to the second sentence of this Section 8.02(a)Loan, the Seller or successor servicer will shall be responsible for reimbursing required to pay to the Servicer a Termination Fee in an amount equal to $15.00 for all unreimbursed out-of-pocket Servicing Advances, Monthly Advances and Option One Servicing Fees and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing at the time of such transfer of servicing if, and only if, funds in the Collection Account are not sufficient to reimburse the Servicer for all such unreimbursed fees and advances. Any invoices received by the Servicer after termination will be forwarded to the Seller, which such Seller or successor servicer shall pay within five (5) Business Days upon receipt from the Servicereach Distressed Mortgage Loan so terminated. (b) In the event that the Servicer decides to terminate its obligations under this Agreement as set forth in clause (ii) of Section 8.02(a), the Servicer agrees that it will continue to service the Mortgage Loans beyond the prescribed termination date until such time as the Master Servicer, using reasonable commercial efforts, is able to appoint a successor servicer acceptable to the NIMS Insurer and otherwise meeting the characteristics of Sections 7.01 and 9.01.

Termination Without Cause. (a) This Agreement shall terminate upon: (i) the later of (a) the distribution of the final payment or liquidation proceeds on the last Mortgage Loan to the Master Owner (or advances by the Servicer or Trust Fund, for the same) and (b) the disposition of all REO Property acquired upon foreclosure of the last Mortgage Loan and the remittance of all funds due hereunder hereunder, or (ii) mutual consent of the Servicer Servicer, the Seller and the Master Servicer in writing, provided such termination is also acceptable to writing or (iii) at the Rating Agencies and the NIMS Insurer. In addition, with the prior written consent sole option of the Master Servicer and the NIMS Insurer, the Seller may terminate this Agreement with respect to all (but not less than all) of the Mortgage LoansSeller, without cause, provided that the Seller gives the Servicer upon 30 days’ notice prior to any such termination, but in no event shall such termination occur prior to the Closing Datedays written notice. Any such notice of termination shall be in writing and delivered to the Servicer, the Master Servicer, the Trustee and the NIMS Insurer Servicer by registered mail to the address set forth in Section 9.03at the beginning of this Agreement. The Seller Master Servicer, the Trustee and the Servicer shall comply with the termination procedures set forth in Section 9.01 hereof. All unreimbursed Option One Servicing Feeshereof and the procedures set forth below, Servicing Advances and Monthly Advances still owing provided that, in the Servicer shall be deducted by event the Servicer from the final remittance of the funds to the successor servicer. Should such funds be insufficient to pay for all unreimbursed Option One Servicing Fees, Servicing Advances or Monthly AdvancesSeller terminates this Agreement without cause in accordance with subclause (iii) above, the Seller shall reimburse pay the Servicer within five (5) days upon receipt a termination fee equal to 2.0% of an invoice from the Servicer without right aggregate unpaid balance of reimbursement from the Trust FundMortgage Loans as of such termination date. In connection with any such termination pursuant referred to in clause (ii) of the first sentence of this Section 8.02(a), all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid at the time of such termination by the Trust Fund. Upon a termination of the Servicer for cause pursuant to Section 8.01, all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid by the Trust Fund as such amounts are received from the related Mortgage Loans. In connection with any termination without cause pursuant to the second sentence of this Section 8.02(a)or (iii) above, the Seller or successor servicer will be responsible for reimbursing the Servicer for all unreimbursed out-of-pocket Servicing Advances, Monthly Advances and Option One Servicing Fees within 15 Business Days following the date of termination and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing servicing. Notwithstanding and in addition to the foregoing, in the event that (i) a Mortgage Loan becomes delinquent for a period of 90 days or more (a "Delinquent Mortgage Loan") or (ii) a Mortgage Loan becomes an REO Property, the Seller may at its election terminate this Agreement (a) with respect to such Delinquent Mortgage Loan or (b) REO Property, in each case, upon 15 days' written notice to the time Servicer. In the event of such transfer of servicing ifelection, and only if, funds in the Collection Account are not sufficient to Seller shall reimburse the Servicer for all such unreimbursed fees out-of-pocket Servicing Advances and advancesMonthly Advances on the date of termination and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing, including, but not limited to, costs associated with the transfer of the related files to the Owner's designee. Section 10.01 (Successor to the Servicer) is hereby amended in its entirety to read as follows: Simultaneously with the termination of the Servicer's responsibilities and duties under this Agreement (a) pursuant to Sections 6.02, 7.03, 8.03, 9.01 or 9.02, the Master Servicer shall, in accordance with the provisions of the Trust Agreement (i) succeed to and assume all of the Servicer's responsibilities, rights, duties and obligations under this Agreement or (ii) appoint a successor servicer meeting the eligibility requirements of this Agreement set forth in Sections 8.01(i) and (ii) and which shall succeed to all rights and assume all of the responsibilities, duties and liabilities of the Servicer under this Agreement with the termination of the Servicer's responsibilities, duties and liabilities under this Agreement. Any invoices received by successor to the Servicer after termination will that is not at that time a servicer of other mortgage loans for the Trust Fund shall be forwarded subject to the Seller, which approval of the Master Servicer and each Rating Agency (as such Seller or term is defined in the Trust Agreement). Unless the successor servicer is at that time a servicer of other mortgage loans for the Trust Fund, each Rating Agency must deliver to the Trustee a letter to the effect that such transfer of servicing will not result in a qualification, withdrawal or downgrade of the then-current rating of any of the Certificates. In connection with such appointment and assumption, the Master Servicer or the Depositor, as applicable, may make such arrangements for the compensation of such successor out of payments on the Mortgage Loans as it and such successor shall pay within five (5) Business Days upon receipt from agree; provided, however, that no such compensation shall be in excess of that permitted the Servicer. (b) Servicer under this Agreement. In the event that the Servicer decides to terminate its obligations Servicer's duties, responsibilities and liabilities under this Agreement as set forth in clause (ii) of Section 8.02(a)should be terminated pursuant to the aforementioned sections, the Servicer agrees shall discharge such duties and responsibilities during the period from the date it acquires knowledge of such termination until the effective date thereof with the same degree of diligence and prudence which it is obligated to exercise under this Agreement, and shall take no action whatsoever that might impair or prejudice the rights or financial condition of its successor. The resignation or removal of the Servicer pursuant to the aforementioned sections shall not become effective until a successor shall be appointed pursuant to this Section 10.01 and shall in no event relieve the Servicer of the representations and warranties made pursuant to Section 6.01 and the remedies available to the Trustee under Sections 6.02 and 7.03, it will continue being understood and agreed that the provisions of such Sections 6.01, 6.02 and 7.03 shall be applicable to service the Mortgage Loans beyond Servicer notwithstanding any such resignation or termination of the prescribed Servicer, or the termination date until of this Agreement. Within a reasonable period of time, but in no event longer than 30 days of the appointment of a successor entity, the Servicer shall prepare, execute and deliver to the successor entity any and all documents and other instruments, place in such time as successor's possession all Servicing Files, and do or cause to be done all other acts or things necessary or appropriate to effect the purposes of such notice of termination. The Servicer shall cooperate with the Trustee and the Master Servicer, using reasonable commercial effortsas applicable, is able and such successor in effecting the termination of the Servicer's responsibilities and rights hereunder and the transfer of servicing responsibilities to appoint the successor servicer, including without limitation, the transfer to such successor for administration by it of all cash amounts which shall at the time be credited by the Servicer to the Custodial Account or any Escrow Account or thereafter received with respect to the Mortgage Loans. Any successor appointed as provided herein shall execute, acknowledge and deliver to the Trustee, the Servicer and the Master Servicer an instrument (i) accepting such appointment, wherein the successor shall make the representations and warranties set forth in Section 6.01 and (ii) assuming the due and punctual performance and observance of each covenant and condition to be performed and observed by the Servicer under this Agreement, whereupon such successor shall become fully vested with all the rights, powers, duties, responsibilities, obligations and liabilities of the Servicer, with like effect as if originally named as a party to this Agreement. Any termination or resignation of the Servicer or termination of this Agreement pursuant to Sections 9.01 and 9.02 shall not affect any claims that the Master Servicer or the Trustee may have against the Servicer arising out of the Servicer's actions or failure to act prior to any such termination or resignation. The Servicer shall deliver (i) within three (3) Business Days to the successor servicer acceptable to the NIMS Insurer funds in the Custodial Account and otherwise meeting the characteristics of Sections 7.01 and 9.01.Escrow Account and

Termination Without Cause. (a) This Agreement shall terminate upon: (i) the later of (a) the distribution of the final payment or liquidation proceeds on the last Mortgage Loan to the Master Servicer (or Trust Fundadvances by the Servicer for the same), and (b) the disposition of all REO Property acquired upon foreclosure of the last Mortgage Loan and the remittance of all funds due hereunder hereunder, or (ii) mutual consent of the Servicer Servicer, the Seller and the Master Servicer in writing, writing provided such termination is also acceptable to the Rating Agencies and the NIMS Insurer. In addition, with the prior written consent of the Master Servicer and the NIMS Insurer, the Seller may terminate this Agreement Insurer or (iii) with respect to some or all (but not less than all) of the Mortgage Loans, at the sole option of the Seller, without cause, provided that the Seller gives the Servicer upon 30 days’ notice prior to any such terminationdays written notice, but in no event shall such termination occur prior subject to the Closing Datelimitations set forth below. Any such notice of termination shall be in writing and delivered to the ServicerTrustee, the Master Servicer, the Trustee NIMS Insurer and the NIMS Insurer Servicer by registered mail to the address set forth in Section 9.039.04 of this Agreement. The Seller and the Servicer shall comply with the termination procedures set forth in Section Sections 8.01, 8.02 and 9.01 hereof. All unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing In the event the Seller terminates the Servicer shall be deducted by the Servicer from the final remittance without cause with respect to some or all of the funds to the successor servicer. Should such funds be insufficient to pay for all unreimbursed Option One Servicing FeesMortgage Loans in accordance with Section 8.02(iii), Servicing Advances or Monthly Advances, (x) the Seller shall reimburse be required to pay to the Servicer within five (5) days upon receipt of a Termination Fee in an invoice from amount equal to the Servicer without right of reimbursement from the Trust Fund. In connection with any termination pursuant to clause (ii) product of the first sentence Termination Fee Percentage and the outstanding principal balance of this Section 8.02(a)the terminated Mortgage Loans as of the date of such termination; provided, all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer that no Termination Fee shall be paid at the time of such termination by the Trust Fund. Upon a termination of the Servicer for cause pursuant to Section 8.01, all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid by the Trust Fund as such amounts are received from the related Mortgage Loans. In connection or payable with any termination without cause pursuant respect to the second sentence unpaid principal balance of this Section 8.02(a), any terminated Distressed Mortgage Loan and (y) the Seller or a successor servicer will be responsible for reimbursing shall reimburse the Servicer for all unreimbursed out-of-pocket Servicing Monthly Advances, Monthly Servicing Advances and Option One Servicing Fees and other reasonable and necessary out-of-pocket costs associated with any upon the transfer of servicing at the time of to such transfer of servicing if, and only if, funds in the Collection Account are not sufficient to reimburse the Servicer for all such unreimbursed fees and advances. Any invoices received by the Servicer after termination will be forwarded to the Seller, which such Seller or successor servicer shall pay within five (5) Business Days upon receipt from the Servicerservicer. (b) In the event that the Servicer decides to terminate its obligations under this Agreement as set forth in clause (ii) of Section 8.02(a), the Servicer agrees that it will continue to service the Mortgage Loans beyond the prescribed termination date until such time as the Master Servicer, using reasonable commercial efforts, is able to appoint a successor servicer acceptable to the NIMS Insurer and otherwise meeting the characteristics of Sections 7.01 and 9.01.

Termination Without Cause. (a) This Agreement shall terminate upon: (i) the later of (a) the distribution of the final payment or liquidation proceeds on the last Mortgage Loan to the Master Servicer (or Trust Fundadvances by the Servicer for the same), and (b) the disposition of all REO Property acquired upon foreclosure of the last Mortgage Loan and the remittance of all funds due hereunder hereunder, or (ii) mutual consent of the Servicer Servicer, the Seller and the Master Servicer in writing, writing provided such termination is also acceptable to the Rating Agencies and the NIMS Insurer. In addition, with the prior written consent of the Master Servicer and the NIMS Insurer, the Seller may terminate this Agreement or (iii) with respect to some or all (but not less than all) of the Mortgage Loans, at the sole option of the Seller, without cause, provided that the Seller gives the Servicer 30 days’ notice prior to any such terminationupon sixty (60) days written notice, but in no event shall such termination occur prior subject to the Closing Datelimitations set forth below. Any such notice of termination shall be in writing and delivered to the ServicerTrustee, the Master Servicer, the Trustee and the NIMS Insurer Servicer by registered mail to the address set forth in Section 9.039.04 of this Agreement. The Seller and the Servicer shall comply with the termination procedures set forth in Section Sections 8.01, 8.02 and 9.01 hereof. In the event the Seller terminates the Servicer without cause with respect to some or all of the Mortgage Loans (other than Distressed Mortgage Loans), the Seller shall be required to pay to the Servicer as a Termination Fee a sum equal to a percentage of the unpaid principal balance -42- of the Mortgage Loans, as follows: 2.50% for any Mortgage Loans where the related mortgaged property is located in the States of New York, New Jersey or Connecticut; 2.00% for all other Mortgage Loans. All unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing to the Servicer relating to such terminated Mortgage Loans (other than Distressed Mortgage Loans) shall be deducted by reimbursed and paid to the Servicer from the final remittance of the funds to the successor servicer. Should such funds be insufficient to pay for all unreimbursed Option One Servicing Fees, Servicing Advances or Monthly Advances, the Seller shall reimburse the Servicer within five (5) days upon receipt of an invoice from the Servicer without right of reimbursement from the Trust Fund. In connection with any termination pursuant to clause (ii) of the first sentence of this Section 8.02(a), all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid at the time of such termination by the Trust Fund. Upon a termination of the Servicer for cause pursuant to Section 8.01, all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid by the Trust Fund as such amounts are received from the related Mortgage Loans. In connection with any termination without cause pursuant to the second sentence of this Section 8.02(a), the Seller or successor servicer will be responsible for reimbursing the Servicer for all unreimbursed out-of-pocket Servicing Advances, Monthly Advances and Option One Servicing Fees and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing at the time of such transfer of servicing if, and only if, funds in the Collection Account are not sufficient to reimburse the Servicer for all such unreimbursed fees and advances. Any invoices received by the Servicer after termination will be forwarded to the Seller, which such Seller or successor servicer shall pay within five (5) Business Days upon receipt from the Servicer. (b) In the event that the Servicer decides to terminate its obligations under this Agreement as set forth in clause (ii) of Section 8.02(a), the Servicer agrees that it will continue to service the Mortgage Loans beyond the prescribed termination date until such time as the Master Servicer, using reasonable commercial efforts, is able to appoint a successor servicer acceptable to the NIMS Insurer and otherwise meeting the characteristics of Sections 7.01 and 9.01.

Termination Without Cause. (a) This Agreement shall terminate upon: (i) the later of (a) the distribution of the final payment or liquidation proceeds on the last Mortgage Loan to the Master Owner (or advances by the Servicer or Trust Fundfor the same), and (b) the disposition of all REO Property acquired upon foreclosure of the last Mortgage Loan and the remittance of all funds due hereunder hereunder, or (ii) mutual consent of the Servicer Servicer, the Bank and the Master Servicer in writing, provided such termination is also acceptable to writing or (iii) at the Rating Agencies and the NIMS Insurer. In addition, with the prior written consent sole option of the Master Servicer and the NIMS Insurer, the Seller may terminate this Agreement with respect to all (but not less than all) of the Mortgage LoansBank, without cause, provided that the Seller gives the Servicer upon 30 days’ notice prior to any such termination, but in no event shall such termination occur prior to the Closing Datedays written notice. Any such notice of termination shall be in writing and delivered to the Servicer, the Master Servicer, the Trustee and the NIMS Insurer Servicer by registered mail to the address set forth in Section 9.03at the beginning of this Agreement. The Seller Master Servicer, the Trustee and the Servicer shall comply with the termination procedures set forth in Section 9.01 hereof. All unreimbursed Option One Servicing Fees10.03 hereof and the procedures set forth below, Servicing Advances and Monthly Advances still owing provided that, in the event the Bank terminates this Agreement without cause in accordance with subclause (iii) above, the Bank shall pay the Servicer shall be deducted by the Servicer from the final remittance a termination fee equal to 2.0% of the funds to aggregate unpaid balance of the successor servicer. Should Mortgage Loans as of such funds be insufficient to pay for all unreimbursed Option One Servicing Fees, Servicing Advances or Monthly Advances, the Seller shall reimburse the Servicer within five (5) days upon receipt of an invoice from the Servicer without right of reimbursement from the Trust Fundtermination date. In connection with any such termination pursuant referred to in clause (ii) of the first sentence of this Section 8.02(a), all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid at the time of such termination by the Trust Fund. Upon a termination of the Servicer for cause pursuant to Section 8.01, all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid by the Trust Fund as such amounts are received from the related Mortgage Loans. In connection with any termination without cause pursuant to the second sentence of this Section 8.02(a)or (iii) above, the Seller or successor servicer Bank will be responsible for reimbursing the Servicer for all unreimbursed out-of-pocket Servicing Advances, Monthly Advances and Option One Servicing Fees within 15 Business Days following the date of termination and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing servicing. Notwithstanding and in addition to the foregoing, in the event that (i) a Mortgage Loan becomes delinquent for a period of 90 days or more (a "Delinquent Mortgage Loan") or (ii) a Mortgage Loan becomes an REO Property, the Bank may at its election terminate this Agreement (a) with respect to such Delinquent Mortgage Loan or (b) REO Property, in each case, upon 15 days' written notice to the time Servicer. In the event of such transfer of servicing ifelection, and only if, funds in the Collection Account are not sufficient to Bank shall reimburse the Servicer for all such unreimbursed fees out-of-pocket Servicing Advances and advancesMonthly Advances on the date of termination and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing, including, but not limited to, costs associated with the transfer of the related files to the Owner's designee. Section 10.01 (Successor to the Servicer) is hereby amended in its entirety to read as follows: Simultaneously with the termination of the Servicer's responsibilities and duties under this Agreement (a) pursuant to Sections 6.02, 7.03, 8.03, 9.01 or 9.02, the Master Servicer shall, in accordance with the provisions of the Trust Agreement (i) succeed to and assume all of the Servicer's responsibilities, rights, duties and obligations under this Agreement, or (ii) appoint a successor servicer meeting the eligibility requirements of this Agreement set forth in Sections 9.01(i) and (ii) and which shall succeed to all rights and assume all of the responsibilities, duties and liabilities of the Servicer under this Agreement with the termination of the Servicer's responsibilities, duties and liabilities under this Agreement. Any invoices received by successor to the Servicer after termination will that is not at that time a servicer of other mortgage loans for the Trust Fund shall be forwarded subject to the Sellerapproval of the Master Servicer, which the Bank, the Trustee and each Rating Agency (as such Seller or term is defined in the Trust Agreement). Unless the successor servicer is at that time a servicer of other mortgage loans for the Trust Fund, each Rating Agency must deliver to the Trustee a letter to the effect that such transfer of servicing will not result in a qualification, withdrawal or downgrade of the then-current rating of any of the Certificates. In connection with such appointment and assumption, the Master Servicer or the Depositor, as applicable, may make such arrangements for the compensation of such successor out of payments on the Mortgage Loans as it and such successor shall pay within five (5) Business Days upon receipt from agree; provided, however, that no such compensation shall be in excess of that permitted the Servicer. (b) Servicer under this Agreement. In the event that the Servicer decides to terminate its obligations Servicer's duties, responsibilities and liabilities under this Agreement as set forth in clause (ii) of Section 8.02(a)should be terminated pursuant to the aforementioned sections, the Servicer agrees shall discharge such duties and responsibilities during the period from the date it acquires knowledge of such termination until the effective date thereof with the same degree of diligence and prudence which it is obligated to exercise under this Agreement, and shall take no action whatsoever that might impair or prejudice the rights or financial condition of its successor. The resignation or removal of the Servicer pursuant to the aforementioned sections shall not become effective until a successor shall be appointed pursuant to this Section 10.01 and shall in no event relieve the Servicer of the representations and warranties made pursuant to Section 6.01 and the remedies available to the Trustee under Sections 6.02 and 7.03, it will continue being understood and agreed that the provisions of such Sections 6.01, 6.02 and 7.03 shall be applicable to service the Mortgage Loans beyond Servicer notwithstanding any such resignation or termination of the prescribed Servicer, or the termination date until of this Agreement. Within a reasonable period of time, but in no event longer than 30 days of the appointment of a successor entity, the Servicer shall prepare, execute and deliver to the successor entity any and all documents and other instruments, place in such time as successor's possession all Servicing Files, and do or cause to be done all other acts or things necessary or appropriate to effect the purposes of such notice of termination. The Servicer shall cooperate with the Trustee and the Master Servicer, using as applicable, and such successor in effecting the termination of the Servicer's responsibilities and rights hereunder and the transfer of servicing responsibilities to the successor servicer, including without limitation, the transfer to such successor for administration by it of all cash amounts which shall at the time be credited by the Servicer to the Custodial Account or any Escrow Account or thereafter received with respect to the Mortgage Loans. Any successor appointed as provided herein shall execute, acknowledge and deliver to the Trustee, the Servicer and the Master Servicer an instrument (i) accepting such appointment, wherein the successor shall make the representations and warranties set forth in Section 6.01 and (ii) an assumption of the due and punctual performance and observance of each covenant and condition to be performed and observed by the Servicer under this Agreement, whereupon such successor shall become fully vested with all the rights, powers, duties, responsibilities, obligations and liabilities of the Servicer, with like effect as if originally named as a party to this Agreement. Any termination or resignation of the Servicer or termination of this Agreement pursuant to Sections 10.01 shall not affect any claims that the Master Servicer or the Trustee may have against the Servicer arising out of the Servicer's actions or failure to act prior to any such termination or resignation. The Servicer shall deliver (i) within three (3) Business Days to the successor servicer the funds in the Custodial Account and Escrow Account and (ii) within 30 Business Days all Mortgage Loan Documents and related documents and statements held by it hereunder and the Servicer shall account for all funds and shall execute and deliver such instruments and do such other things as may reasonably be required to more fully and definitively vest in the successor all such rights, powers, duties, responsibilities, obligations and liabilities of the Servicer. Upon a successor's acceptance of appointment as such, the Servicer shall notify the Trustee and Master Servicer of such appointment in accordance with the notice procedures set forth herein. Except as otherwise provided in this Agreement, all reasonable commercial effortscosts and expenses incurred in connection with any transfer of servicing hereunder as a result of a termination of the Servicer for cause pursuant to Section 9.01 of the Agreement, is able to appoint including, without limitation, the costs and expenses of the Master Servicer or any other Person in appointing a successor servicer acceptable servicer, or of the Master Servicer in assuming the responsibilities of the Servicer hereunder, or of transferring the Servicing Files and the other necessary data to the NIMS Insurer successor servicer shall be paid by the terminated, removed or resigning servicer from its own funds without reimbursement. 35. The parties hereto acknowledge that Section 10.02 (Closing), Section 10.03 (Closing Documents), Section 10.07 (Notices) and otherwise meeting Section 10.16 (Exhibits) are inapplicable to this Agreement. 36. A new Section 10.19 is hereby added to the characteristics of Sections 7.01 and 9.01.Master Servicing Agreement to read as follows: