Common use of Trustee to Act; Appointment of Successor Clause in Contracts

Trustee to Act; Appointment of Successor. On and after the time a Servicer receives a notice of termination pursuant to Section 7.01 of this Agreement, the Trustee or a successor servicer appointed pursuant to Section 7.01, subject to and to the extent provided herein, either shall be the successor to a Servicer, but only in its capacity as servicer under this Agreement and not in any other, and the transactions set forth herein or shall appoint a successor servicer, and in either event such successor servicer shall be subject to all the responsibilities, duties and liabilities relating thereto placed on such Servicer by the terms and provisions hereof and applicable law including the obligation to make Advances pursuant to Section 4.01. As compensation therefor, the successor servicer shall be entitled to all funds relating to the related Mortgage Loans that the terminated Servicer would have been entitled to charge to a Collection Account, provided that the terminated Servicer shall nonetheless be entitled to payment or reimbursement as provided in Section 3.09(a) to the extent that such payment or reimbursement relates to the period prior to the completion of the transfer of servicing to a successor servicer. Notwithstanding the foregoing, if the Trustee has become the successor to the terminated Servicer in accordance with Section 7.01, the Trustee may, if it shall be unwilling to so act, or shall, if it is prohibited by applicable law from making Advances pursuant to 4.01 hereof, or if it is otherwise unable to so act, appoint, or petition a court of competent jurisdiction to appoint, any established mortgage loan servicing institution the appointment of which does not adversely affect the then current rating of the Certificates by each Rating Agency, as the successor to the terminated Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of such Servicer hereunder. Any successor to a Servicer shall be an institution which is a FNMA or FHLMC approved seller/servicer in good standing, which has a net worth of at least $10,000,000, which is willing to service the related Mortgage Loans and which executes and delivers to the Depositor and the Trustee an agreement accepting such delegation and assignment, containing an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of such Servicer (other than liabilities of that Servicer under Section 6.03 hereof incurred prior to termination of a Servicer under Section 7.01 hereunder), with like effect as if originally named as a party to this Agreement; provided that each Rating Agency acknowledges that its rating of the Certificates in effect immediately prior to such assignment and delegation will not be qualified or reduced as a result of such assignment and delegation. Any successor servicer appointed by DLJMC shall be rated as a servicer of subprime mortgage loans as “average” (or its equivalent) or better by each Rating Agency that maintains a servicer rating system. Pending appointment of a successor to a Servicer hereunder, the Trustee or other successor servicer unless such entity is prohibited by law from so acting, shall, subject to the limitations described herein, act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on the related Mortgage Loans as it and such successor shall agree; provided, however, that no such compensation shall be in excess of a servicing fee rate of 0.50% per annum. To the extent that the compensation of any successor to WFBNA is calculated using a rate exceeding the then-current rate used to calculate the WFBNA Servicing Fee Rate, each Holder of a Class A-IO-S Certificate hereby agrees to a decrease in the Excess Servicing Fee Rate in an amount equal to such excess. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Neither the Trustee nor any other successor servicer shall be deemed to be in default by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the failure of the terminated Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. Any successor to a Servicer shall give notice to the Mortgagors of such change of servicer. Any successor to a Servicer shall, during the term of its service as a Servicer maintain in force the policy or policies of the type that such Servicer is required to maintain pursuant to this Agreement. In connection with the termination or resignation of a Servicer hereunder, either (i) the successor Servicer, including the Trustee if the Trustee is acting as successor Servicer, shall represent and warrant that it is a member of MERS in good standing and shall agree to comply in all material respects with the rules and procedures of MERS in connection with the servicing of the Mortgage Loans that are registered with MERS, or (ii) the predecessor Servicer, at its sole expense, shall cooperate with the successor Servicer either (x) in causing MERS to execute and deliver an Assignment of Mortgage in recordable form to transfer the Mortgage from MERS to the Trustee and to execute and deliver such other notices, documents and other instruments as may be necessary or desirable to effect a transfer of such Mortgage Loan or servicing of such Mortgage Loan on the MERS® System to the successor Servicer or (y) in causing MERS to designate on the MERS® System the successor Servicer as the servicer of such Mortgage Loan (at the cost and expense of the successor Servicer to the extent such costs relate to the qualification of such successor Servicer as a member of MERS, otherwise at the cost and expense of the predecessor Servicer). The predecessor Servicer shall file or cause to be filed any such assignment in the appropriate recording office. The successor Servicer shall cause such assignment to be delivered to the Trustee promptly upon receipt of the original with evidence of recording thereon or a copy certified by the public recording office in which such assignment was recorded.

Trustee to Act; Appointment of Successor. On and after (a) Within 90 days of the time a the Servicer (and the Trustee, if notice is sent by the Holders) receives a notice of termination pursuant to Section 7.01 of this Agreementor 6.04, the Trustee (or a such other successor servicer appointed pursuant to Section 7.01, subject to and to the extent provided herein, either Servicer as is approved in accordance with this Agreement) shall be the successor in all respects to a Servicer, but only the Servicer in its capacity as servicer under this Agreement and not in any other, and the transactions set forth or provided for herein or shall appoint a successor servicer, and in either event such successor servicer shall be subject to all the responsibilities, duties and liabilities relating thereto placed on such the Servicer by the terms and provisions hereof arising on and applicable law including the obligation to make Advances pursuant to Section 4.01after its succession. As compensation therefor, the Trustee (or such other successor servicer Servicer) shall be entitled to all funds relating to such compensation as the related Mortgage Loans that the terminated Servicer would have been entitled to charge to a Collection Account, provided that the terminated Servicer shall nonetheless be entitled to payment or reimbursement as provided in Section 3.09(a) to the extent that hereunder if no such payment or reimbursement relates to the period prior to the completion notice of the transfer of servicing to a successor servicertermination had been given. Notwithstanding the foregoingabove, (i) if the Trustee has become is unwilling to act as successor Servicer or (ii) if the successor Trustee is legally unable so to the terminated Servicer in accordance with Section 7.01act, the Trustee may, if it shall be unwilling to so act, or shall, if it is prohibited by applicable law from making Advances pursuant to 4.01 hereof, or if it is otherwise unable to so act, appoint, appoint or petition a court of competent jurisdiction to appoint, any established housing and home finance institution, bank or other mortgage loan servicing institution the appointment or home equity loan servicer having a net worth of which does not adversely affect the then current rating of the Certificates by each Rating Agency, less than $50,000,000 as the successor to the terminated Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of such the Servicer hereunder. Any ; provided, that the appointment of any such successor to a Servicer shall be an institution which is a FNMA will not result in the qualification, reduction or FHLMC approved seller/servicer in good standing, which has a net worth withdrawal of at least $10,000,000, which is willing to service the related Mortgage Loans and which executes and delivers ratings assigned to the Depositor and Certificates or the Trustee an agreement accepting such delegation and assignment, containing an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of such Servicer (other than liabilities of ratings that Servicer under Section 6.03 hereof incurred prior to termination of a Servicer under Section 7.01 hereunder), with like effect as if originally named as a party to this Agreement; provided that each Rating Agency acknowledges that its rating of the Certificates are in effect immediately prior by the Rating Agencies as evidenced by a letter to such assignment and delegation will not be qualified or reduced as a result of such assignment and delegation. Any successor servicer appointed by DLJMC shall be rated as a servicer of subprime mortgage loans as “average” (or its equivalent) or better by each effect from the Rating Agency that maintains a servicer rating systemAgencies. Pending appointment of a successor to a the Servicer hereunder, unless the Trustee or other successor servicer unless such entity is prohibited by law from so acting, shall, subject to the limitations described herein, Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the successor shall be entitled to receive compensation of such successor out of payments on the related Mortgage Loans in an amount equal to the compensation which the Servicer would otherwise have received pursuant to Section 3.18 (or such other compensation as it the Trustee and such successor shall agree; provided, however, that no such compensation not to exceed the Servicing Fee). The successor servicer shall be in excess entitled to withdraw from the Collection Account all costs and expenses associated with the transfer of the servicing to the successor servicer. The appointment of a servicing fee rate successor servicer shall not affect any liability of 0.50% per annum. To the extent that predecessor Servicer which may have arisen under this Agreement prior to its termination as Servicer to pay any deductible under an insurance policy pursuant to Section 3.12 or to indemnify the compensation parties indicated in Section 3.26 pursuant to the terms thereof, nor shall any successor Servicer be liable for any acts or omissions of the predecessor Servicer or for any breach by such Servicer of any successor to WFBNA is calculated using a rate exceeding the then-current rate used to calculate the WFBNA Servicing Fee Rate, each Holder of a Class A-IO-S Certificate hereby agrees to a decrease its representations or warranties contained herein or in the Excess Servicing Fee Rate in an amount equal to such excessany related document or agreement. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Neither In the Trustee nor any other successor servicer shall be deemed to be in default by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the failure of the terminated Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. Any successor to a Servicer shall give notice to the Mortgagors of such change of servicer. Any successor to a Servicer shall, during the term of its service as a Servicer maintain in force the policy or policies of the type that such Servicer is required to maintain pursuant to this Agreement. In connection with the termination or resignation event of a Servicer hereunderEvent of Termination, either (i) notwithstanding anything to the successor Servicercontrary above, including the Trustee if and the Trustee is acting as successor Servicer, shall represent and warrant Depositor hereby agree that it is a member of MERS in good standing and shall agree to comply in all material respects with the rules and procedures of MERS in connection with the servicing of the Mortgage Loans that are registered with MERS, or (ii) the predecessor Servicer, at its sole expense, shall cooperate with the successor Servicer either (x) in causing MERS to execute and deliver an Assignment of Mortgage in recordable form to transfer the Mortgage from MERS upon delivery to the Trustee and to execute and deliver such other notices, documents and other instruments as may be necessary or desirable to effect by the Servicing Rights Pledgee of a transfer letter signed by the Servicer within ten Business Days of when notification of such Mortgage Loan event shall have been provided to the Trustee, whereunder the Servicer shall resign as Servicer under this Agreement, the Servicing Rights Pledgee or servicing its designee shall be appointed as successor Servicer (provided that at the time of such Mortgage Loan on appointment the MERS® System Servicing Rights Pledgee or such designee meets the requirements of a successor Servicer set forth above) and the Servicing Rights Pledgee agrees to be subject to the successor Servicer or (y) in causing MERS to designate on the MERS® System the successor Servicer as the servicer terms of such Mortgage Loan (at the cost and expense of the successor Servicer to the extent such costs relate to the qualification of such successor Servicer as a member of MERS, otherwise at the cost and expense of the predecessor Servicer). The predecessor Servicer shall file or cause to be filed any such assignment in the appropriate recording office. The successor Servicer shall cause such assignment to be delivered to the Trustee promptly upon receipt of the original with evidence of recording thereon or a copy certified by the public recording office in which such assignment was recordedthis Agreement.

Trustee to Act; Appointment of Successor. On and after (a) Within 90 days of the time a the Servicer (and the Trustee, if notice is sent by the Holders) receives a notice of termination pursuant to Section 7.01 of this Agreementor 6.04, the Trustee (or a such other successor servicer appointed pursuant to Section 7.01, subject to and to the extent provided herein, either as is approved in accordance with this Agreement) shall be the successor in all respects to a Servicer, but only the Servicer in its capacity as servicer under this Agreement and not in any other, and the transactions set forth or provided for herein or shall appoint a successor servicer, and in either event such successor servicer shall be subject to all the responsibilities, duties and liabilities relating thereto placed on such the Servicer by the terms and provisions hereof arising on and applicable law including the obligation to make Advances pursuant to Section 4.01after its succession. As compensation therefor, the Trustee (or such other successor servicer servicer) shall be entitled to all funds relating to such compensation as the related Mortgage Loans that the terminated Servicer would have been entitled to charge to a Collection Account, provided that the terminated Servicer shall nonetheless be entitled to payment or reimbursement as provided in Section 3.09(a) to the extent that hereunder if no such payment or reimbursement relates to the period prior to the completion notice of the transfer of servicing to a successor servicertermination had been given. Notwithstanding the foregoingabove, (i) if the Trustee has become is unwilling to act as successor servicer or (ii) if the successor Trustee is legally unable so to the terminated Servicer in accordance with Section 7.01act, the Trustee may, if it shall be unwilling to so act, or shall, if it is prohibited by applicable law from making Advances pursuant to 4.01 hereof, or if it is otherwise unable to so act, appoint, appoint or petition a court of competent jurisdiction to appoint, any established housing and home finance institution, bank or other mortgage loan servicing institution the appointment or home equity loan servicer having a net worth of which does not adversely affect the then current rating of the Certificates by each Rating Agency, less than $50,000,000 as the successor to the terminated Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of such the Servicer hereunder. Any ; provided, that the appointment of any such successor to a Servicer shall be an institution which is a FNMA servicer will not result in the qualification, reduction or FHLMC approved seller/servicer in good standing, which has a net worth withdrawal of at least $10,000,000, which is willing to service the related Mortgage Loans and which executes and delivers ratings assigned to the Depositor and Certificates or the Trustee an agreement accepting such delegation and assignment, containing an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of such Servicer (other than liabilities of ratings that Servicer under Section 6.03 hereof incurred prior to termination of a Servicer under Section 7.01 hereunder), with like effect as if originally named as a party to this Agreement; provided that each Rating Agency acknowledges that its rating of the Certificates are in effect immediately prior by the Rating Agencies as evidenced by a letter to such assignment and delegation will not be qualified or reduced as a result of such assignment and delegation. Any successor servicer appointed by DLJMC shall be rated as a servicer of subprime mortgage loans as “average” (or its equivalent) or better by each effect from the Rating Agency that maintains a servicer rating systemAgencies. Pending appointment of a successor to a the Servicer hereunder, unless the Trustee or other successor servicer unless such entity is prohibited by law from so acting, shall, subject to the limitations described herein, Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the successor shall be entitled to receive compensation of such successor out of payments on the related Mortgage Loans in an amount equal to the compensation which the Servicer would otherwise have received pursuant to Section 3.18 (or such other compensation as it the Trustee and such successor shall agree; provided, however, that no such compensation not to exceed the Servicing Fee). The successor servicer shall be in excess entitled to withdraw from the Collection Account all costs and expenses associated with the transfer of the servicing to the successor servicer, including costs and expenses of the Trustee. The appointment of a servicing fee rate successor servicer shall not affect any liability of 0.50% per annum. To the extent that predecessor servicer which may have arisen under this Agreement prior to its termination as Servicer to pay any deductible under an insurance policy pursuant to Section 3.11 or to indemnify the compensation parties indicated in Section 3.24 pursuant to the terms thereof, nor shall any successor servicer be liable for any acts or omissions of the predecessor servicer or for any breach by such servicer of any successor to WFBNA is calculated using a rate exceeding the then-current rate used to calculate the WFBNA Servicing Fee Rate, each Holder of a Class A-IO-S Certificate hereby agrees to a decrease its representations or warranties contained herein or in the Excess Servicing Fee Rate in an amount equal to such excessany related document or agreement. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Neither the Trustee nor any other successor servicer shall be deemed to be in default by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the failure of the terminated Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. Any successor to a Servicer shall give notice to the Mortgagors of such change of servicer. Any successor to a Servicer shall, during the term of its service as a Servicer maintain in force the policy or policies of the type that such Servicer is required to maintain pursuant to this Agreement. In connection with the termination or resignation of a Servicer hereunder, either (i) the successor Servicer, including the Trustee if the Trustee is acting as successor Servicer, shall represent and warrant that it is a member of MERS in good standing and shall agree to comply in all material respects with the rules and procedures of MERS in connection with the servicing of the Mortgage Loans that are registered with MERS, or (ii) the predecessor Servicer, at its sole expense, shall cooperate with the successor Servicer either (x) in causing MERS to execute and deliver an Assignment of Mortgage in recordable form to transfer the Mortgage from MERS to the Trustee and to execute and deliver such other notices, documents and other instruments as may be necessary or desirable to effect a transfer of such Mortgage Loan or servicing of such Mortgage Loan on the MERS® System to the successor Servicer or (y) in causing MERS to designate on the MERS® System the successor Servicer as the servicer of such Mortgage Loan (at the cost and expense of the successor Servicer to the extent such costs relate to the qualification of such successor Servicer as a member of MERS, otherwise at the cost and expense of the predecessor Servicer). The predecessor Servicer shall file or cause to be filed any such assignment in the appropriate recording office. The successor Servicer shall cause such assignment to be delivered to the Trustee promptly upon receipt of the original with evidence of recording thereon or a copy certified by the public recording office in which such assignment was recorded.

Trustee to Act; Appointment of Successor. On and after the time a Servicer receives a notice of termination pursuant to Section 7.01 of this Agreement, the Trustee or a successor servicer appointed pursuant to Section 7.01shall, subject to and to the extent provided herein, either shall be the successor to a Servicer, but only in its capacity as servicer under this Agreement Agreement, and not in any other, and the transactions set forth herein or shall appoint a successor servicer, and in either event such successor servicer shall be subject to all the responsibilities, duties and liabilities relating thereto placed on such a Servicer by the terms and provisions hereof and applicable law including the obligation to make Advances pursuant to Section 4.01. As compensation therefor, the successor servicer Trustee shall be entitled to all funds relating to the related Mortgage Loans that the terminated Servicer would have been entitled to charge to a Collection Account, provided that the terminated Servicer shall nonetheless be entitled to payment or reimbursement as provided in Section 3.09(a) to the extent that such payment or reimbursement relates to the period prior to the completion termination of the transfer of servicing to a successor servicerServicer. Notwithstanding the foregoing, if the Trustee has become the successor to the terminated a Servicer in accordance with Section 7.01, the Trustee may, if it shall be unwilling to so act, or shall, if it is prohibited by applicable law from making Advances pursuant to 4.01 hereof, or if it is otherwise unable to so act, appoint, or petition a court of competent jurisdiction to appoint, any established mortgage loan servicing institution the appointment of which does not adversely affect the then current rating of the Certificates by each Rating Agency, as the successor to the terminated such Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of such the Servicer hereunder. Any successor to a Servicer shall be an institution which is a FNMA or FHLMC approved seller/servicer in good standing, which has a net worth of at least $10,000,000, which is willing to service the related Mortgage Loans and which executes and delivers to the Depositor and the Trustee an agreement accepting such delegation and assignment, containing an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of such Servicer (other than liabilities of that the Servicer under Section 6.03 hereof incurred prior to termination of a the Servicer under Section 7.01 hereunder), with like effect as if originally named as a party to this Agreement; provided that each Rating Agency acknowledges that its rating of the Certificates in effect immediately prior to such assignment and delegation will not be qualified or reduced as a result of such assignment and delegation. Any successor servicer appointed by DLJMC shall be rated as a servicer of subprime mortgage loans as “average” (or its equivalent) or better by each Rating Agency that maintains a servicer rating system. Pending appointment of a successor to a Servicer hereunder, the Trustee, unless the Trustee or other successor servicer unless such entity is prohibited by law from so acting, shall, subject to the limitations described herein, act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on the related Mortgage Loans as it and such successor shall agree; provided, however, that no such compensation shall be in excess of a servicing fee rate of 0.50% per annum. To the extent that the compensation of any successor to WFBNA is calculated using a rate exceeding the then-current rate used to calculate the WFBNA Servicing Fee Rate, each Holder of a Class A-IO-S Certificate hereby agrees to a decrease in the Excess Servicing Fee Rate in an amount equal to such excessFee. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Neither the Trustee nor any other successor servicer shall be deemed to be in default by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the failure of the terminated Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. Any successor to a Servicer shall give notice to the Mortgagors of such change of servicer. Any successor to a Servicer servicer and shall, during the term of its service as a Servicer servicer, maintain in force the policy or policies of that the type that such Servicer is required to maintain pursuant to this Agreement. In connection with the termination or resignation of a Servicer hereunder, either (i) the successor Servicer, including the Trustee if the Trustee is acting as successor Servicer, shall represent and warrant that it is a member of MERS in good standing and shall agree to comply in all material respects with the rules and procedures of MERS in connection with the servicing of the Mortgage Loans that are registered with MERS, or (ii) the predecessor Servicer, at its sole expense, shall cooperate with the successor Servicer either (x) in causing MERS to execute and deliver an Assignment of Mortgage in recordable form to transfer the Mortgage from MERS to the Trustee and to execute and deliver such other notices, documents and other instruments as may be necessary or desirable to effect a transfer of such Mortgage Loan or servicing of such Mortgage Loan on the MERS® System to the successor Servicer or (y) in causing MERS to designate on the MERS® System the successor Servicer as the servicer of such Mortgage Loan (at the cost and expense of the successor Servicer to the extent such costs relate to the qualification of such successor Servicer as a member of MERS, otherwise at the cost and expense of the predecessor Servicer). The predecessor Servicer shall file or cause to be filed any such assignment in the appropriate recording office. The successor Servicer shall cause such assignment to be delivered to the Trustee promptly upon receipt of the original with evidence of recording thereon or a copy certified by the public recording office in which such assignment was recorded.

Trustee to Act; Appointment of Successor. On and after the time a Servicer receives a notice of termination pursuant to Section 7.01 of this Agreement3.24 or Section 7.01, the Trustee or a successor servicer appointed pursuant to Section 7.01shall, subject to and to the extent provided hereinin Section 3.05, either shall be the successor to a Servicer, but only such Servicer in its capacity as servicer under this Agreement and not in any other, and the transactions set forth or provided for herein or shall appoint a successor servicer, and in either event such successor servicer shall be subject to all the responsibilities, duties and liabilities relating thereto placed on such Servicer by the terms and provisions hereof and applicable law including the obligation to make P&I Advances or Servicing Advances pursuant to Section 4.013.24 or Section 7.01. As compensation therefor, the successor servicer Trustee shall be entitled to all funds relating to the related Mortgage Loans that the terminated such Servicer would have been entitled to charge to a its Collection AccountAccount if such Servicer had continued to act hereunder including, provided that if such Servicer was receiving the terminated Servicing Fee, the Servicing Fee and the income on investments or gain related to its Collection Account and the Distribution Account which such Servicer shall nonetheless would be entitled to payment receive (in addition to income on investments or reimbursement as provided in Section 3.09(a) gain related to the extent that such payment or reimbursement relates to Distribution Account for the period prior to the completion benefit of the transfer of servicing to a successor servicerTrustee during the Trustee Float Period). Notwithstanding the foregoing, if the Trustee has become the successor to the terminated such Servicer in accordance with Section 7.01, (a) the Trustee shall have a period not to exceed 90 days to complete the transfer of servicing and all data and to correct or manipulate such servicing data as may be required by the Trustee to correct any errors or insufficiencies in the servicing data or otherwise enable the Trustee or other successor Servicer to service the Mortgage Loans in accordance with Accepted Servicing Practices and (b) the Trustee may, if it shall be unwilling to so act, or shall, if it is prohibited by applicable law from making P&I Advances and Servicing Advances pursuant to 4.01 hereofSection 4.01, or if it is otherwise unable to so actact or at the written request of Certificateholders entitled to at least a majority of the Voting Rights, appoint, or petition a court of competent jurisdiction to appoint, any established mortgage loan servicing institution the appointment of which does not adversely affect the then current rating of the Certificates by each Rating Agency, as the successor to the terminated Servicer such servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of such Servicer servicer hereunder. Any successor to a Servicer such servicer shall be an institution which is a FNMA or FHLMC Fannie Mae and Freddie Mac approved seller/servicer in good standing, which has a net worth hax x xxt xxrth of at least $10,000,00030,000,000, which is willing to service the related Mortgage Loans and which executes and delivers to the Depositor and the Trustee an agreement accepting such delegation and assignment, containing an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of such Servicer terminated servicer (other than liabilities of that Servicer such terminated servicer under Section 6.03 hereof incurred prior to termination of a such Servicer under Section 7.01 hereunder7.01), with like effect as if originally named as a party to this Agreement; provided provided, that each Rating Agency acknowledges that its rating of the Certificates in effect immediately prior to such assignment and delegation will not be qualified or reduced reduced, as a result of such assignment and delegation. Any successor servicer appointed by DLJMC shall be rated as a servicer of subprime mortgage loans as “average” (or its equivalent) or better by each Rating Agency that maintains a servicer rating system. Pending appointment of a successor to a Servicer servicer hereunder, the Trustee, unless the Trustee or other successor servicer unless such entity is prohibited by law from so acting, shall, subject to the limitations described hereinSection 3.05, act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on the related Mortgage Loans as it and such successor shall agree; provided, however, that no such compensation shall be in excess of a servicing fee rate of 0.50% per annum. To the extent that the compensation of any successor to WFBNA is calculated using a rate exceeding the then-current rate used to calculate the WFBNA Servicing Fee Rate, each Holder of a Class A-IO-S Certificate hereby agrees to a decrease in the Excess Servicing Fee Rate in an amount equal and amounts paid to such excessthe predecessor servicer from investments. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Neither the Trustee nor any other successor servicer Servicer shall be deemed to be in default hereunder by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the failure of the terminated Servicer predecessor servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. Any successor In the event that a Servicer is terminated pursuant to Section 7.01, such terminated Servicer shall be responsible for the servicing transfer, provide notices to the Mortgagors, arrange for and transfer the Servicing Files to a successor Servicer, pay all of its own out-of-pocket costs and expenses at its own expense and pay all costs and expenses of all other parties hereto relating to the transfer of the related Servicing Files to a successor Servicer (excluding set-up costs and other administrative expenses of the successor Servicer), and in all other cases the successor Servicer shall give notice pay for such costs and expenses but shall not be entitled to reimbursement therefor from the Mortgagors Trust Fund. Such amounts payable by the terminated Servicer shall be paid by the terminated Servicer promptly upon presentation of reasonable documentation of such change costs. If the Trustee is the predecessor Servicer (except in the case where the Trustee in its role as successor Servicer is being terminated pursuant to Section 7.01 by reason of serviceran Event of Default caused solely by the Trustee as the successor Servicer and not by the predecessor Servicer's actions or omissions), such costs shall be paid by the prior terminated Servicer promptly upon presentation of reasonable documentation of such costs. Any successor to a Servicer as servicer shall give notice to the related Mortgagors of such change of servicer and shall, during the term of its service as a Servicer servicer, maintain in force the policy or policies of the type that such each Servicer is required to maintain pursuant to this Agreement. In connection with the termination or resignation of a Servicer hereunder, either (i) the successor Servicer, including the Trustee if the Trustee is acting as successor Servicer, shall represent and warrant that it is a member of MERS in good standing and shall agree to comply in all material respects with the rules and procedures of MERS in connection with the servicing of the Mortgage Loans that are registered with MERS, or (ii) the predecessor Servicer, at its sole expense, shall cooperate with the successor Servicer either (x) in causing MERS to execute and deliver an Assignment of Mortgage in recordable form to transfer the Mortgage from MERS to the Trustee and to execute and deliver such other notices, documents and other instruments as may be necessary or desirable to effect a transfer of such Mortgage Loan or servicing of such Mortgage Loan on the MERS® System to the successor Servicer or (y) in causing MERS to designate on the MERS® System the successor Servicer as the servicer of such Mortgage Loan (at the cost and expense of the successor Servicer to the extent such costs relate to the qualification of such successor Servicer as a member of MERS, otherwise at the cost and expense of the predecessor Servicer). The predecessor Servicer shall file or cause to be filed any such assignment in the appropriate recording office. The successor Servicer shall cause such assignment to be delivered to the Trustee promptly upon receipt of the original with evidence of recording thereon or a copy certified by the public recording office in which such assignment was recordedSection 3.13.

Trustee to Act; Appointment of Successor. On and after the time a the Servicer receives a notice of termination pursuant to Section 7.01 of this Agreementhereof, the Trustee or a successor servicer appointed pursuant to Section 7.01shall, subject to and to the extent provided hereinin Section 3.04, either shall be the successor to a Servicer, but only the Servicer in its capacity as servicer under this Agreement and not in any other, and the transactions set forth or provided for herein or shall appoint a successor servicer, and in either event such successor servicer shall be subject to all the responsibilities, duties and liabilities relating thereto placed on such the Servicer by the terms and provisions hereof and applicable law including the obligation to make Advances pursuant to Section 4.01. As compensation therefor, the successor servicer Trustee shall be entitled to all funds relating to the related Mortgage Loans that the terminated Servicer would have been entitled to charge to a Collection Account, provided that the terminated Certificate Account or Distribution Account if the Servicer shall nonetheless be entitled had continued to payment or reimbursement as provided in Section 3.09(a) to the extent that such payment or reimbursement relates to the period prior to the completion of the transfer of servicing to a successor serviceract hereunder. Notwithstanding the foregoing, if the Trustee has become the successor to the terminated Servicer in accordance with Section 7.017.01 hereof, the Trustee may, if it shall be unwilling to so act, or shall, if it is prohibited by applicable law from making Advances pursuant to Section 4.01 hereof, hereof or if it is otherwise unable to so act, appoint, or petition a court of competent jurisdiction to appoint, any established mortgage loan servicing institution the appointment of which does not adversely affect the then current rating of the Certificates by each Rating Agency, Agency as the successor to the terminated Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of such the Servicer hereunder. Any successor to a the Servicer shall be reasonably acceptable to the Insurer and shall be an institution which is a FNMA or and FHLMC approved seller/servicer in good standing, which has a net worth of at least $10,000,000, and which is willing to service the related Mortgage Loans and which executes and delivers to the Depositor and the Trustee an agreement accepting such delegation and assignment, containing which contains an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of such the Servicer (other than liabilities of that the Servicer under Section 6.03 hereof incurred prior to termination of a the Servicer under Section 7.01 hereunder7.01), with like effect as if originally named as a party to this Agreement; and provided further that no such delegation and assignment shall become effective unless each Rating Agency acknowledges that its rating of the Certificates in effect immediately prior to such delegation and assignment and delegation will not be qualified or reduced as a result of such delegation and assignment and delegation. Any successor servicer appointed by DLJMC shall be rated as a servicer of subprime mortgage loans as “average” (or its equivalent) or better by each Rating Agency that maintains a servicer rating systemwithout taking the Policy into account. Pending appointment of a successor to a the Servicer hereunder, the Trustee, unless the Trustee or other successor servicer unless such entity is prohibited by law from so acting, shall, subject to the limitations described hereinSection 3.04 hereof, act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on the related Mortgage Loans as it and such successor shall agree; provided, however, that no such compensation shall be in excess of a servicing fee rate of 0.50% per annum. To the extent that the compensation of any successor to WFBNA is calculated using a rate exceeding the then-current rate used to calculate the WFBNA Servicing Fee Rate, each Holder of a Class A-IO-S Certificate hereby agrees to a decrease in permitted the Excess Servicing Fee Rate in an amount equal to such excessServicer hereunder. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Neither the Trustee nor any other successor servicer shall be deemed to be in default hereunder by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the failure of the terminated Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. Any successor to a the Servicer as servicer shall give notice to the Mortgagors of such change of servicer. Any successor to a Servicer shall, during the term of its service as a Servicer maintain in force the policy or policies of the type that such Servicer is required to maintain pursuant to this Agreement. In connection with the termination or resignation of a Servicer hereunder, either (i) the successor Servicer, including the Trustee if the Trustee is acting as successor Servicer, shall represent and warrant that it is a member of MERS in good standing and shall agree to comply in all material respects with the rules and procedures of MERS in connection with the servicing of the Mortgage Loans that are registered with MERS, or (ii) the predecessor Servicer, at its sole expense, shall cooperate with the successor Servicer either (x) in causing MERS to execute and deliver an Assignment of Mortgage in recordable form to transfer the Mortgage from MERS to the Trustee and to execute and deliver such other notices, documents and other instruments as may be necessary or desirable to effect a transfer of such Mortgage Loan or servicing of such Mortgage Loan on the MERS® System to the successor Servicer or (y) in causing MERS to designate on the MERS® System the successor Servicer as the servicer of such Mortgage Loan (at the cost and expense of the successor Servicer to the extent such costs relate to the qualification of such successor Servicer as a member of MERS, otherwise at the cost and expense of the predecessor Servicer). The predecessor Servicer shall file or cause to be filed any such assignment in the appropriate recording office. The successor Servicer shall cause such assignment to be delivered to the Trustee promptly upon receipt of the original with evidence of recording thereon or a copy certified by the public recording office in which such assignment was recorded.

Trustee to Act; Appointment of Successor. (a) (1) On and after the time a the Servicer receives a notice of termination pursuant to Section 7.01 of this Agreementtermination, the Trustee or a shall separately assume and become the successor servicer appointed pursuant to Section 7.01, subject to and in all respects to the extent provided herein, either shall be the successor to a Servicer, but only Servicer in its capacity as servicer Servicer under this Agreement and not in any other, and the transactions set forth herein or shall appoint a successor servicerprovided for herein, and in either event such successor servicer shall be subject to all the responsibilities, duties and liabilities relating thereto placed on such and arising thereafter shall be assumed by the Trustee (except for any representations or warranties of the Servicer under this Agreement, the responsibilities, duties and liabilities contained in Section 2.05 and the obligation to deposit amounts in respect of losses pursuant to Section 3.12) by the terms and provisions hereof and applicable law including including, without limitation, the obligation Servicer's obligations to make Advances pursuant to Section 4.014.03; provided, however, that if the Trustee is prohibited by law or regulation from obligating itself to make advances regarding delinquent mortgage loans, then the Trustee shall not be obligated to make Advances pursuant to Section 4.03; and provided further, that any failure to perform such duties or responsibilities caused by the Servicer's failure to provide information required by Section 7.01 shall not be considered a default by the Trustee as successor to the Servicer hereunder. As compensation therefor, the successor servicer Trustee shall be entitled to the Servicing Fee and all funds relating to the related Mortgage Loans that to which the terminated Servicer would have been entitled if it had continued to charge to a Collection Account, provided that the terminated Servicer shall nonetheless be entitled to payment or reimbursement as provided in Section 3.09(a) to the extent that such payment or reimbursement relates to the period prior to the completion of the transfer of servicing to a successor serviceract hereunder. Notwithstanding the foregoing, if the Trustee has become the successor above and subject to the terminated Servicer in accordance with Section 7.017.02(a)(2) below, the Trustee may, if it shall be unwilling to so act, or shall, if it is prohibited by applicable law from making Advances pursuant unable to 4.01 hereof, so act or if it is otherwise unable prohibited by law from making advances regarding delinquent mortgage loans or if the Holders of Certificates entitled to at least 51% of the Voting Rights so act, appoint, request in writing to the Trustee promptly appoint or petition a court of competent jurisdiction to appoint, any an established mortgage loan servicing institution acceptable to each Rating Agency without qualification, withdrawal or downgrading of the appointment of which does not adversely affect the ratings then current rating assigned to any of the Certificates by each Rating Agencyand having a net worth of not less than $15,000,000, as the successor to the terminated Servicer hereunder under this Agreement in the assumption of all or any part of the responsibilities, duties or liabilities of such Servicer hereunder. Any successor to a Servicer shall be an institution which is a FNMA or FHLMC approved seller/servicer in good standing, which has a net worth of at least $10,000,000, which is willing to service the related Mortgage Loans and which executes and delivers to the Depositor and the Trustee an agreement accepting such delegation and assignment, containing an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of such Servicer (other than liabilities of that Servicer under Section 6.03 hereof incurred prior to termination of a Servicer under Section 7.01 hereunder), with like effect as if originally named as a party to this Agreement; provided that each Rating Agency acknowledges that its rating of the Certificates in effect immediately prior to such assignment and delegation will not be qualified or reduced as a result of such assignment and delegation. Any successor servicer appointed by DLJMC shall be rated as a servicer of subprime mortgage loans as “average” (or its equivalent) or better by each Rating Agency that maintains a servicer rating system. Pending appointment of a successor to a Servicer hereunder, the Trustee or other successor servicer unless such entity is prohibited by law from so acting, shall, subject to the limitations described herein, act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on the related Mortgage Loans as it and such successor shall agree; provided, however, that no such compensation shall be in excess of a servicing fee rate of 0.50% per annum. To the extent that the compensation of any successor to WFBNA is calculated using a rate exceeding the then-current rate used to calculate the WFBNA Servicing Fee Rate, each Holder of a Class A-IO-S Certificate hereby agrees to a decrease in the Excess Servicing Fee Rate in an amount equal to such excess. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Neither the Trustee nor any other successor servicer shall be deemed to be in default by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the failure of the terminated Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. Any successor to a Servicer shall give notice to the Mortgagors of such change of servicer. Any successor to a Servicer shall, during the term of its service as a Servicer maintain in force the policy or policies of the type that such Servicer is required to maintain pursuant to this Agreement. In connection with All Servicing Transfer Costs shall be paid by the termination or resignation predecessor Servicer upon presentation of a Servicer hereunderreasonable documentation of such costs (provided, either (i) the successor Servicer, including the Trustee that if the Trustee is acting the predecessor Servicer by reason of this Section 7.02, such costs shall be paid by the Servicer preceding the Trustee as successor servicer), and if such predecessor or initial Servicer, as applicable, defaults in its obligation to pay such costs, such costs shall represent and warrant that it is a member of MERS in good standing and shall agree to comply in all material respects with the rules and procedures of MERS in connection with the servicing of the Mortgage Loans that are registered with MERS, or (ii) the predecessor Servicer, at its sole expense, shall cooperate with the successor Servicer either (x) in causing MERS to execute and deliver an Assignment of Mortgage in recordable form to transfer the Mortgage from MERS to the Trustee and to execute and deliver such other notices, documents and other instruments as may be necessary or desirable to effect a transfer of such Mortgage Loan or servicing of such Mortgage Loan on the MERS® System to paid by the successor Servicer or the Trustee (y) in causing MERS to designate on the MERS® System which case the successor Servicer or the Trustee, as applicable, shall be entitled to reimbursement therefor from the servicer of such Mortgage Loan (at the cost and expense assets of the successor Servicer to the extent such costs relate to the qualification of such successor Servicer as a member of MERS, otherwise at the cost and expense of the predecessor ServicerTrust Fund). The predecessor Servicer shall file or cause to be filed any such assignment in the appropriate recording office. The successor Servicer shall cause such assignment to be delivered to the Trustee promptly upon receipt of the original with evidence of recording thereon or a copy certified by the public recording office in which such assignment was recorded.

Trustee to Act; Appointment of Successor. On and after the time the Trustee gives, and a Servicer receives a notice of termination pursuant to Section 7.01 of this Agreement7.01, the Trustee or a successor servicer appointed pursuant to Section 7.01shall, subject to and to the extent provided hereinin Sections 3.06 and 7.03, either shall and subject to the rights of the Trustee to appoint a successor Servicer, be the successor to a Servicer, but only such Servicer in its capacity as servicer under this Agreement and not in any other, and the transactions set forth or provided for herein or and shall appoint a immediately assume all of the obligations of such Servicer to make P&I Advances and Servicing Advances as successor servicer, Servicer and in either event such successor servicer shall assume and be subject to all the other responsibilities, duties and liabilities relating thereto placed on such Servicer by the terms and provisions hereof and applicable law including as soon as practicable but in no event later than 90 days after the obligation to make Advances receipt by such Servicer of the notice of termination pursuant to Section 4.017.01. As compensation therefor, the successor servicer Trustee shall be entitled to all funds relating to the related Mortgage Loans that the terminated such Servicer would have been entitled to charge to a its Collection AccountAccount if such Servicer had continued to act hereunder including, provided that if such Servicer was receiving the terminated Servicer shall nonetheless be entitled Servicing Fee, the Servicing Fee and the income on investments or gain related to payment its Collection Account (in addition to income on investments or reimbursement gain related to the Distribution Account for the benefit of the Trustee as provided in Section 3.09(a) to the extent that such payment or reimbursement relates to the period prior to the completion of the transfer of servicing to a successor servicerherein). Notwithstanding the foregoing, if the Trustee has become the successor to the terminated a Servicer in accordance with this Section 7.017.02, the Trustee may, if it shall be unwilling to so act, or shall, if it is prohibited by applicable law from making P&I Advances and Servicing Advances pursuant to Section 4.01 hereof, or if it is otherwise unable to so act, or, at the written request of Certificateholders entitled to a majority of the Voting Rights, appoint, or petition a court of competent jurisdiction to appoint, any established mortgage loan servicing institution the appointment of which does not adversely affect the then current rating of the Certificates by each Rating Agency, as the successor to the terminated such Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of such Servicer hereunder. No such appointment of a successor to a Servicer hereunder shall be effective until the Depositor shall have consented thereto. Any successor to a such Servicer shall be an institution which is a FNMA or FHLMC Fannie Mae- and Freddie Mac-approved seller/servicer in good standing, which has xxxxx hxx a net worth of xxxxx xf at least $10,000,00030,000,000, which is willing to service the related Mortgage Loans and which executes and delivers to the Depositor and the Trustee an agreement accepting such delegation and assignment, containing an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of such terminated Servicer (other than liabilities of that such terminated Servicer under Section 6.03 hereof incurred prior to termination of a such Servicer under Section 7.01 hereunder7.01), with like effect as if originally named as a party to this Agreement; provided provided, that each Rating Agency acknowledges that its rating of the Certificates in effect immediately prior to such assignment and delegation will not be qualified or reduced reduced, as a result of such assignment and delegation. Any successor servicer appointed by DLJMC shall be rated as a servicer of subprime mortgage loans as “average” (or its equivalent) or better by each Rating Agency that maintains a servicer rating system. Pending appointment of a successor to a Servicer hereunder, the Trustee, unless the Trustee or other successor servicer unless such entity is prohibited by law from so acting, shall, subject to the limitations described hereinSection 3.05, act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on the related Mortgage Loans as it it, the Depositor and such successor shall agree; provided, however, that no such compensation shall be in excess of a servicing fee rate of 0.50% per annum. To the extent that the compensation of any successor to WFBNA is calculated using a rate exceeding the then-current rate used to calculate the WFBNA Servicing Fee Rate, each Holder of a Class A-IO-S Certificate hereby agrees and amounts paid to a decrease in the Excess Servicing Fee Rate in an amount equal to such excesspredecessor Servicer from investments. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Neither the Trustee nor any other successor servicer Servicer shall be deemed to be in default hereunder by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the failure of the terminated predecessor Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. Any successor to a Servicer shall give notice to the Mortgagors of such change of servicer. Any successor to a Servicer shall, during the term of its service as a Servicer maintain in force the policy or policies of the type that such Servicer is required to maintain pursuant to this Agreement. In connection with the termination or resignation of a Servicer hereunder, either (i) the successor Servicer, including the Trustee if the Trustee is acting as successor Servicer, shall represent and warrant that it is a member of MERS in good standing and shall agree to comply in all material respects with the rules and procedures of MERS in connection with the servicing of the Mortgage Loans that are registered with MERS, or (ii) the predecessor Servicer, at its sole expense, shall cooperate with the successor Servicer either (x) in causing MERS to execute and deliver an Assignment of Mortgage in recordable form to transfer the Mortgage from MERS to the Trustee and to execute and deliver such other notices, documents and other instruments as may be necessary or desirable to effect a transfer of such Mortgage Loan or servicing of such Mortgage Loan on the MERS® System to the successor Servicer or (y) in causing MERS to designate on the MERS® System the successor Servicer as the servicer of such Mortgage Loan (at the cost and expense of the successor Servicer to the extent such costs relate to the qualification of such successor Servicer as a member of MERS, otherwise at the cost and expense of the predecessor Servicer). The predecessor Servicer shall file or cause to be filed any such assignment in the appropriate recording office. The successor Servicer shall cause such assignment to be delivered to the Trustee promptly upon receipt of the original with evidence of recording thereon or a copy certified by the public recording office in which such assignment was recorded.

Trustee to Act; Appointment of Successor. On and after (a) Within 90 days of the time a the Servicer (and the Trustee, if notice is sent by the Holders) receives a notice of termination pursuant to Section 7.01 of this Agreementor 6.04, the Trustee (or a such other successor servicer appointed pursuant to Section 7.01, subject to and to the extent provided herein, either as is approved in accordance with this Agreement) shall be the successor in all respects to a Servicer, but only the Servicer in its capacity as servicer under this Agreement and not in any other, and the transactions set forth or provided for herein or shall appoint a successor servicer, and in either event such successor servicer shall be subject to all the responsibilities, duties and liabilities relating thereto placed on such the Servicer by the terms and provisions hereof arising on and applicable law including the obligation to make Advances pursuant to Section 4.01after its succession. As compensation therefor, the Trustee (or such other successor servicer servicer) shall be entitled to all funds relating to such compensation as the related Mortgage Loans that the terminated Servicer would have been entitled to charge to a Collection Account, provided that the terminated Servicer shall nonetheless be entitled to payment or reimbursement as provided in Section 3.09(a) to the extent that hereunder if no such payment or reimbursement relates to the period prior to the completion notice of the transfer of servicing to a successor servicertermination had been given. Notwithstanding the foregoingabove, (i) if the Trustee has become is unwilling to act as successor servicer or (ii) if the successor Trustee is legally unable so to the terminated Servicer in accordance with Section 7.01act, the Trustee may, if it shall be unwilling to so act, or shall, if it is prohibited by applicable law from making Advances pursuant to 4.01 hereof, or if it is otherwise unable to so act, appoint, appoint or petition a court of competent jurisdiction to appoint, any established housing and home finance institution, bank or other mortgage loan servicing institution the appointment or home equity loan servicer having a net worth of which does not adversely affect the then current rating of the Certificates by each Rating Agency, less than $50,000,000 as the successor to the terminated Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of such the Servicer hereunder. Any ; provided, that the appointment of any such successor to a Servicer shall be an institution which is a FNMA servicer will not result in the qualification, reduction or FHLMC approved seller/servicer in good standing, which has a net worth withdrawal of at least $10,000,000, which is willing to service the related Mortgage Loans and which executes and delivers ratings assigned to the Depositor Certificates or the ratings that are in effect by the Rating Agencies as evidenced by a letter to such effect from the Rating Agencies and that, in the Trustee an agreement accepting such delegation and assignment, containing an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of such Servicer (other than liabilities of that Servicer under Section 6.03 hereof incurred prior to termination case of a Servicer under Section 7.01 hereunder), with like effect as if originally named as a party to this Agreement; provided that each Rating Agency acknowledges that its rating of the Certificates in effect immediately prior to such assignment and delegation will not be qualified or reduced as a result of such assignment and delegation. Any successor servicer appointed by DLJMC shall be rated as a the Trustee, such successor servicer of subprime mortgage loans as “average” (or its equivalent) or better by each Rating Agency that maintains a servicer rating systemis reasonably acceptable to the NIMS Insurer. Pending appointment of a successor to a the Servicer hereunder, unless the Trustee or other successor servicer unless such entity is prohibited by law from so acting, shall, subject to the limitations described herein, Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the successor shall be entitled to receive compensation of such successor out of payments on the related Mortgage Loans in an amount equal to the compensation which the Servicer would otherwise have received pursuant to Section 3.18 (or such other compensation as it the Trustee and such successor shall agree; provided, however, that no such compensation not to exceed the Servicing Fee). The successor servicer shall be in excess entitled to withdraw from the Collection Account all costs and expenses associated with the transfer of the servicing to the successor servicer, including costs and expenses of the Trustee. The appointment of a servicing fee rate successor servicer shall not affect any liability of 0.50% per annum. To the extent that predecessor servicer which may have arisen under this Agreement prior to its termination as Servicer to pay any deductible under an insurance policy pursuant to Section 3.11 or to indemnify the compensation parties indicated in Section 3.26 pursuant to the terms thereof, nor shall any successor servicer be liable for any acts or omissions of the predecessor servicer or for any breach by such servicer of any successor to WFBNA is calculated using a rate exceeding the then-current rate used to calculate the WFBNA Servicing Fee Rate, each Holder of a Class A-IO-S Certificate hereby agrees to a decrease its representations or warranties contained herein or in the Excess Servicing Fee Rate in an amount equal to such excessany related document or agreement. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Neither the Trustee nor any other successor servicer shall be deemed to be in default by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the failure of the terminated Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. Any successor to a Servicer shall give notice to the Mortgagors of such change of servicer. Any successor to a Servicer shall, during the term of its service as a Servicer maintain in force the policy or policies of the type that such Servicer is required to maintain pursuant to this Agreement. In connection with the termination or resignation of a Servicer hereunder, either (i) the successor Servicer, including the Trustee if the Trustee is acting as successor Servicer, shall represent and warrant that it is a member of MERS in good standing and shall agree to comply in all material respects with the rules and procedures of MERS in connection with the servicing of the Mortgage Loans that are registered with MERS, or (ii) the predecessor Servicer, at its sole expense, shall cooperate with the successor Servicer either (x) in causing MERS to execute and deliver an Assignment of Mortgage in recordable form to transfer the Mortgage from MERS to the Trustee and to execute and deliver such other notices, documents and other instruments as may be necessary or desirable to effect a transfer of such Mortgage Loan or servicing of such Mortgage Loan on the MERS® System to the successor Servicer or (y) in causing MERS to designate on the MERS® System the successor Servicer as the servicer of such Mortgage Loan (at the cost and expense of the successor Servicer to the extent such costs relate to the qualification of such successor Servicer as a member of MERS, otherwise at the cost and expense of the predecessor Servicer). The predecessor Servicer shall file or cause to be filed any such assignment in the appropriate recording office. The successor Servicer shall cause such assignment to be delivered to the Trustee promptly upon receipt of the original with evidence of recording thereon or a copy certified by the public recording office in which such assignment was recorded.

Trustee to Act; Appointment of Successor. (a) On and after the time a date on which the Servicer receives a notice of termination pursuant to Section 7.01 of this Agreementor the Servicer resigns pursuant to Section 6.04, the Trustee or a successor servicer appointed pursuant to Section 7.01, subject to and to the extent provided herein, either shall be the successor in all respects to a Servicer, but only in its capacity as servicer the Servicer under this Agreement with respect to the Mortgage Loans in the Mortgage Pool and not in any other, and with respect to the transactions set forth or provided for herein or and shall appoint a successor servicer, have all the rights and in either event such successor servicer shall powers and be subject to all the responsibilities, duties and liabilities relating thereto arising on or after such date of termination or resignation placed on such the Servicer by the terms and provisions hereof and applicable law including thereof, and shall have the same limitations on liability herein granted to the Servicer; provided, that the Trustee shall not under any circumstances be responsible for any representations and warranties or any repurchase obligation of the Company or any liability incurred by the Servicer prior to such date of termination or resignation and the Trustee shall not be obligated to make Advances pursuant to Section 4.01a Monthly P&I Advance if it is prohibited by law from so doing. As compensation therefor, the successor servicer Trustee shall be entitled to all funds relating compensation to which the related Mortgage Loans that the terminated Servicer would have been entitled if the Servicer had continued to charge to a Collection Account, provided that the terminated Servicer shall nonetheless be entitled to payment or reimbursement as provided in Section 3.09(a) to the extent that such payment or reimbursement relates to the period prior to the completion of the transfer of servicing to a successor serviceract hereunder. Notwithstanding the foregoing, if the Trustee has become the successor to the terminated Servicer in accordance with Section 7.01above, the Trustee may, if it shall be unwilling to so act, or shall, shall if it is prohibited by applicable law from making Advances pursuant to 4.01 hereof, or if it is otherwise unable to so act, appoint, or petition a court of competent jurisdiction to appoint, any established mortgage loan servicing housing and home finance institution the appointment having a net worth of which does not adversely affect the then current rating of the Certificates by each Rating Agency, less than $15,000,000 as the successor to the terminated Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of such the Servicer hereunder. Any successor to a Servicer shall be an institution which is a FNMA or FHLMC approved seller/servicer in good standing, which has a net worth of at least $10,000,000, which is willing to service the related Mortgage Loans and which executes and delivers to the Depositor and the Trustee an agreement accepting Pending any such delegation and assignment, containing an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of such Servicer (other than liabilities of that Servicer under Section 6.03 hereof incurred prior to termination of a Servicer under Section 7.01 hereunder), with like effect as if originally named as a party to this Agreement; provided that each Rating Agency acknowledges that its rating of the Certificates in effect immediately prior to such assignment and delegation will not be qualified or reduced as a result of such assignment and delegation. Any successor servicer appointed by DLJMC shall be rated as a servicer of subprime mortgage loans as “average” (or its equivalent) or better by each Rating Agency that maintains a servicer rating system. Pending appointment of a successor to a Servicer hereunderappointment, the Trustee or other successor servicer unless such entity is prohibited by law from so acting, shall, subject obligated to the limitations described herein, act in such capacity as hereinabove providedcapacity. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on the related Mortgage Loans as it and such successor shall agree; provided, however, that no such compensation shall shall, together with the compensation to the Trustee, be in excess of a servicing fee rate of 0.50% per annum. To that permitted the extent that the compensation of any successor to WFBNA is calculated using a rate exceeding the then-current rate used to calculate the WFBNA Servicing Fee Rate, each Holder of a Class A-IO-S Certificate hereby agrees to a decrease in the Excess Servicing Fee Rate in an amount equal to such excessServicer hereunder. The Trustee and such successor shall take such actionactions, consistent with this Agreement, as shall be necessary to effectuate any such succession. Neither the Trustee nor any other successor servicer shall be deemed to be in default by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the failure of the terminated Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. Any successor to a Servicer shall give notice to the Mortgagors of such change of servicer. Any successor to a Servicer shall, during the term of its service as a Servicer maintain in force the policy or policies of the type that such Servicer is required to maintain pursuant to this Agreement. In connection with the termination or resignation of a Servicer hereunder, either (i) the successor Servicer, including the Trustee if the Trustee is acting as successor Servicer, shall represent and warrant that it is a member of MERS in good standing and shall agree to comply in all material respects with the rules and procedures of MERS in connection with the servicing of the Mortgage Loans that are registered with MERS, or (ii) the predecessor Servicer, at its sole expense, shall cooperate with the successor Servicer either (x) in causing MERS to execute and deliver an Assignment of Mortgage in recordable form to transfer the Mortgage from MERS to the Trustee and to execute and deliver such other notices, documents and other instruments as may be necessary or desirable to effect a transfer of such Mortgage Loan or servicing of such Mortgage Loan on the MERS® System to the successor Servicer or (y) in causing MERS to designate on the MERS® System the successor Servicer as the servicer of such Mortgage Loan (at the cost and expense of the successor Servicer to the extent such costs relate to the qualification of such successor Servicer as a member of MERS, otherwise at the cost and expense of the predecessor Servicer). The predecessor Servicer shall file or cause to be filed any such assignment in the appropriate recording office. The successor Servicer shall cause such assignment to be delivered to the Trustee promptly upon receipt of the original with evidence of recording thereon or a copy certified by the public recording office in which such assignment was recorded.

Trustee to Act; Appointment of Successor. On and after the time a the Servicer receives a notice of termination pursuant to Section 7.01 of this Agreement7.01, the Trustee or a successor servicer appointed pursuant to Section 7.01shall, subject to and to the extent provided hereinin Section 3.05, either shall be the successor to a Servicer, but only the Servicer in its capacity as servicer Servicer under this Agreement and not in any other, and the transactions set forth provided for herein or shall appoint a successor servicer, and in either event such successor servicer shall be subject to all the responsibilities, duties and liabilities (other than any liabilities incurred by the Servicer prior to its termination hereunder) relating thereto placed on such the Servicer by the terms and provisions hereof and applicable law law, including the obligation to make Advances pursuant to Section 4.01. As compensation therefor, the successor servicer Trustee shall be entitled to all funds relating to the related Mortgage Loans that the terminated Servicer would have been entitled to charge to a Collection Account, provided that the terminated Certificate Account or Distribution Account if the Servicer shall nonetheless be entitled had continued to payment or reimbursement as provided in Section 3.09(a) to the extent that such payment or reimbursement relates to the period prior to the completion of the transfer of servicing to a successor serviceract hereunder. Notwithstanding the foregoing, if the Trustee has become the successor to the terminated Servicer in accordance with Section 7.01, the Trustee may, if it shall be unwilling to so act, or shall, if it is prohibited by applicable law from making Advances pursuant to Section 4.01 hereof, or if it is otherwise unable to so act, appoint, or petition a court of competent jurisdiction to appoint, any established mortgage loan servicing institution reasonably acceptable to the NIM Insurer (as evidenced by the prior written consent of the NIM Insurer), the appointment of which does not adversely affect the then current rating of the Certificates and the NIM Insurer guaranteed notes by each Rating Agency, as the successor to the terminated Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities obligations of such the Servicer hereunder. Any successor to a the Servicer shall be an institution which that is a FNMA or and FHLMC approved seller/servicer in good standing, which that has a net worth of at least $10,000,00015,000,000, which that is willing to service the related Mortgage Loans and which that executes and delivers to the Depositor and the Trustee an agreement accepting such delegation and assignment, containing an assumption by such Person it of the rights, powers, duties, responsibilities, rights and obligations and liabilities of such the Servicer (other than liabilities of that the Servicer under Section 6.03 hereof incurred prior to before termination of a the Servicer under Section 7.01 hereunder7.01), with like effect as if originally named as a party to this Agreement; provided provided, that each Rating Agency acknowledges that its rating of the Certificates in effect immediately prior to such before the assignment and delegation will not be qualified or reduced as a result of such the assignment and delegation. Any successor servicer appointed by DLJMC shall be rated as a servicer of subprime mortgage loans as “average” (or its equivalent) or better by each Rating Agency that maintains a servicer rating system. Pending appointment of a successor to a the Servicer hereunder, the Trustee, unless the Trustee or other successor servicer unless such entity is prohibited by law from so acting, shall, subject to the limitations described hereinSection 3.05, act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such the successor out of payments on the related Mortgage Loans as it and such the successor shall agree; provided, however, that no . No such compensation shall be in excess of a servicing fee rate of 0.50% per annum. To exceed the extent that the compensation of any successor to WFBNA is calculated using a rate exceeding the then-current rate used to calculate the WFBNA Servicing Fee Rate, each Holder of a Class A-IO-S Certificate hereby agrees to a decrease in the Excess Servicing Fee Rate in an amount equal to such excess. The Trustee and such the successor shall take such any action, consistent with this Agreement, as shall be necessary to effectuate any such the succession. Neither the Trustee nor any other successor servicer Servicer shall be deemed to be in default by reason hereunder because of any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the failure of the terminated Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. Any The appointment of a successor to a Servicer shall give notice not affect any liability of the predecessor Servicer that my have arisen under this Agreement before its termination as Servicer to pay any deductible under an insurance policy, to indemnify any person, or otherwise, nor shall any successor Servicer be liable for any acts or omissions of the Mortgagors predecessor Servicer or for any breach by the Servicer of such change of servicer. Any successor to a Servicer shall, during the term any of its service as a Servicer maintain representations and warranties contained in force the policy or policies of the type that such Servicer is required to maintain pursuant to this Agreement. In connection with the termination or resignation of a the Servicer hereunder, either (i) the successor Servicer, including the Trustee if the Trustee is acting as successor Servicer, shall represent and warrant that it is a member of MERS in good standing and shall agree to comply in all material respects with the rules and procedures of MERS in connection with the servicing of the Mortgage Loans that are registered with MERS, or (ii) the predecessor Servicer, at its sole expense, Servicer shall cooperate with the successor Servicer either (x) in causing MERS to execute and deliver an Assignment assignment of Mortgage in recordable form to transfer the Mortgage from MERS to the Trustee and to execute and deliver such other notices, documents and other instruments as may be necessary or desirable to effect a transfer of such Mortgage Loan or servicing of such Mortgage Loan on the MERS® System to the successor Servicer or (y) in causing MERS to designate on the MERS® System the successor Servicer as the servicer of such Mortgage Loan (at the cost and expense of the successor Servicer to the extent such costs relate to the qualification of such successor Servicer as a member of MERS, otherwise at the cost and expense of the predecessor Servicer)Loan. The predecessor Servicer shall file or cause to be filed any such assignment in the appropriate recording office. The successor Servicer shall cause such assignment to be delivered to the Trustee promptly upon receipt of the original with evidence of recording thereon or a copy certified by the public recording office in which such assignment was recorded. Any successor to the Servicer as Servicer shall give notice of the change of servicer to the NIM Insurer and the Mortgagors and shall, during the term of its service as Servicer, maintain in force the policy or policies that the Servicer is required to maintain pursuant to Section 6.05.

Trustee to Act; Appointment of Successor. On and after the time a the Servicer receives a notice of termination pursuant to Section 7.01 of this Agreement3.24 or Section 7.01, the Trustee or a successor servicer appointed pursuant to Section 7.01shall, subject to and to the extent provided hereinin Section 3.05, either shall be the successor to a Servicer, but only the Servicer in its capacity as servicer under this Agreement and not in any other, and the transactions set forth or provided for herein or shall appoint a successor servicer, and in either event such successor servicer shall be subject to all the responsibilities, duties and liabilities relating thereto placed on such the Servicer by the terms and provisions hereof and applicable law including the obligation to make P&I Advances and Servicing Advances, pursuant to Section 4.013.24 or Section 7.01. It is understood and acknowledged by the parties hereto that there will be a period of transition before the transfer of servicing obligations is fully effective. Notwithstanding the foregoing, the Trustee will have a period (not to exceed 90 days) to complete the transfer of all servicing data and correct or manipulate such servicing data as may be required by the Trustee to correct any errors or insufficiencies in the servicing data or otherwise enable the Trustee to service the Mortgage Loans in accordance with Accepted Servicing Practices. As compensation therefor, the successor servicer Trustee shall be entitled to all funds relating to the related Mortgage Loans that the terminated Servicer would have been entitled to charge to a the Collection AccountAccount if the Servicer had continued to act hereunder including, provided that if the terminated Servicer shall nonetheless was receiving the Servicing Fee, the Servicing Fee and the income on investments or gain related to the Collection Account which the Servicer would be entitled to payment or reimbursement as provided in Section 3.09(a) to the extent that such payment or reimbursement relates to the period prior to the completion of the transfer of servicing to a successor servicerreceive. Notwithstanding the foregoing, if the Trustee has become the successor to the terminated Servicer in accordance with Section 7.01, the Trustee may, if it shall be unwilling to so act, or shall, if it is prohibited by applicable law from making P&I Advances and Servicing Advances pursuant to 4.01 hereofSection 4.01, or if it is otherwise unable to so actact or at the written request of Certificateholders entitled to at least a majority of the Voting Rights, appoint, or petition a court of competent jurisdiction to appoint, any established mortgage loan servicing institution the appointment of which does not adversely affect the then current rating of the Certificates by each Rating Agency, as the successor to the terminated Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of such the Servicer hereunder. Any successor to a the Servicer shall make the covenant set forth in Section 6.02(b). Any successor to the Servicer shall be an institution which is a FNMA or FHLMC approved seller/servicer in good standing, which has a net worth of at least $10,000,000, which is willing to service the related Mortgage Loans and which executes and delivers to the Depositor and the Trustee an agreement accepting such delegation and assignment, containing an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of such the Servicer (other than liabilities of that the Servicer under Section 6.03 hereof incurred prior to termination of a the Servicer under Section 7.01 hereunder7.01), with like effect as if originally named as a party to this Agreement; provided provided, that each Rating Agency acknowledges that its rating of the Certificates in effect immediately prior to such assignment and delegation will not be qualified or reduced reduced, as a result of such assignment and delegation. Any successor servicer appointed by DLJMC shall be rated as a servicer of subprime mortgage loans as “average” (or its equivalent) or better by each Rating Agency that maintains a servicer rating system. Pending appointment of a successor to a the Servicer hereunder, the Trustee, unless the Trustee or other successor servicer unless such entity is prohibited by law from so acting, shall, subject to the limitations described hereinSection 3.05, act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on the related Mortgage Loans as it and such successor shall agree; provided, however, that no such compensation shall be in excess of a servicing fee rate of 0.50% per annum. To the extent that the compensation of any successor to WFBNA is calculated using a rate exceeding the then-current rate used to calculate the WFBNA Servicing Fee Rate, each Holder of a Class A-IO-S Certificate hereby agrees to a decrease in the Excess Servicing Fee Rate in an amount equal and amounts paid to such excessthe Servicer from investments. The Trustee and such successor Servicer shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Neither the Trustee nor any other successor servicer to the Servicer shall be deemed to be in default hereunder by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the failure of the terminated Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. In the event that the Servicer is terminated pursuant to Section 7.01, the terminated Servicer shall provide notices to the Mortgagors, transfer the Servicing Files to a successor Servicer and pay all of its own out-of-pocket costs and expenses at its own expense. In addition, in the event that the Servicer is terminated pursuant to Section 7.01, the terminated Servicer shall pay all reasonable out-of-pocket costs and expenses of a servicing transfer incurred by parties other than the terminated Servicer promptly upon presentation of reasonable documentation of such costs. If the Trustee is the terminated Servicer (except in the case where the Trustee in its role as successor Servicer is being terminated pursuant to Section 7.01 by reason of an Event of Default caused solely by the Trustee as the successor Servicer and not by the predecessor Servicer's actions or omissions), such costs shall be paid by the prior terminated Servicer promptly upon presentation of reasonable documentation of such costs. If the terminated Servicer defaults in its obligation to pay such costs and expenses, the same shall be paid by the successor Servicer or the Trustee, in which case the successor Servicer or the Trustee, as applicable, shall be entitled to reimbursement therefor from the Trust Fund. Any successor to a the Servicer as servicer shall give notice to the Mortgagors of such change of servicer. Any successor to a Servicer servicer and shall, during the term of its service as a Servicer servicer, maintain in force the policy or policies of that the type that such Servicer is required to maintain pursuant to this Agreement. In connection with the termination or resignation of a Servicer hereunder, either (i) the successor Servicer, including the Trustee if the Trustee is acting as successor Servicer, shall represent and warrant that it is a member of MERS in good standing and shall agree to comply in all material respects with the rules and procedures of MERS in connection with the servicing of the Mortgage Loans that are registered with MERS, or (ii) the predecessor Servicer, at its sole expense, shall cooperate with the successor Servicer either (x) in causing MERS to execute and deliver an Assignment of Mortgage in recordable form to transfer the Mortgage from MERS to the Trustee and to execute and deliver such other notices, documents and other instruments as may be necessary or desirable to effect a transfer of such Mortgage Loan or servicing of such Mortgage Loan on the MERS® System to the successor Servicer or (y) in causing MERS to designate on the MERS® System the successor Servicer as the servicer of such Mortgage Loan (at the cost and expense of the successor Servicer to the extent such costs relate to the qualification of such successor Servicer as a member of MERS, otherwise at the cost and expense of the predecessor Servicer). The predecessor Servicer shall file or cause to be filed any such assignment in the appropriate recording office. The successor Servicer shall cause such assignment to be delivered to the Trustee promptly upon receipt of the original with evidence of recording thereon or a copy certified by the public recording office in which such assignment was recordedSection 3.13.

Trustee to Act; Appointment of Successor. On and after the time a Servicer receives a notice of termination pursuant to Section 7.01 of this Agreement, the Trustee or, if Ocwen is the terminated Servicer, the Back-Up Servicer, or a successor servicer appointed pursuant to Section 7.01, subject to and to the extent provided herein, either shall be the successor to a Servicer, but only in its capacity as servicer under this Agreement and not in any other, and the transactions set forth herein or shall appoint a successor servicer, and in either event such successor servicer shall be subject to all the responsibilities, duties and liabilities relating thereto placed on such Servicer by the terms and provisions hereof and applicable law including the obligation to make Advances pursuant to Section 4.01. As compensation therefor, the successor servicer shall be entitled to all funds relating to the related Mortgage Loans that the terminated Servicer would have been entitled to charge to a Collection Account, provided that the terminated Servicer shall nonetheless be entitled to payment or reimbursement as provided in Section 3.09(a) to the extent that such payment or reimbursement relates to the period prior to the completion of the transfer of servicing to a successor servicer. Notwithstanding the foregoing, if the Trustee or the Back-Up Servicer has become the successor to the terminated Servicer in accordance with Section 7.01, the Trustee or Back-Up Servicer may, if it shall be unwilling to so act, or shall, if it is prohibited by applicable law from making Advances pursuant to 4.01 hereof, or if it is otherwise unable to so act, appoint, or petition a court of competent jurisdiction to appoint, any established mortgage loan servicing institution the appointment of which does not adversely affect the then current rating of the Certificates by each Rating Agency, as the successor to the terminated Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of such Servicer hereunder. Any successor to a Servicer shall be an institution which is a FNMA or FHLMC approved seller/servicer in good standing, which has a net worth of at least $10,000,000, which is willing to service the related Mortgage Loans and which executes and delivers to the Depositor and the Trustee an agreement accepting such delegation and assignment, containing an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of such Servicer (other than liabilities of that Servicer under Section 6.03 hereof incurred prior to termination of a Servicer under Section 7.01 hereunder), with like effect as if originally named as a party to this Agreement; provided that each Rating Agency acknowledges that its rating of the Certificates in effect immediately prior to such assignment and delegation will not be qualified or reduced as a result of such assignment and delegation. Any The Back-Up Servicer (or its affiliate) or any successor servicer appointed by DLJMC shall be rated as a servicer of subprime mortgage loans as “average” (or its equivalent) or better by each Rating Agency that maintains a servicer rating system. Pending appointment of a successor to a Servicer hereunder, the Trustee Trustee, the Back-Up Servicer or other successor servicer servicer, unless such entity is prohibited by law from so acting, shall, subject to the limitations described herein, act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on the related Mortgage Loans as it and such successor shall agree; provided, however, that no such compensation shall be in excess of a servicing fee rate of (x) the Ocwen Servicing Fee (as defined in the Ocwen Side Letter) or the WFHMI Servicing Fee (as defined in the WFHMI Side Letter), as the case may be, if the successor is the Back-Up Servicer or (y) the Servicing Fee, assuming for this purpose that the Servicing Fee Rate is 0.50% per annum, for any other successor. To the extent that the compensation of any successor to WFBNA a Servicer is calculated using a rate exceeding the then-current rate used to calculate the WFBNA Ocwen Servicing Fee Rate(as defined in the Ocwen Side Letter) or the WFHMI Servicing Fee (as defined in the WFHMI Side Letter), as the case may be, each Holder of a Class A-IO-S Certificate hereby agrees to a decrease in the Excess Servicing Fee Rate in an amount equal to such excess. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Neither the Trustee Trustee, the Back-Up Servicer nor any other successor servicer shall be deemed to be in default by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the failure of the terminated Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. Any successor to a Servicer or shall give notice to the Mortgagors of such change of servicer. Any successor to a Servicer shall, during the term of its service as a Servicer maintain in force the policy or policies of the type that such Servicer is required to maintain pursuant to this Agreement. In connection with the termination or resignation of a Servicer hereunder, either (i) the successor Servicer, including the Trustee if the Trustee is acting as successor Servicer, shall represent and warrant that it is a member of MERS in good standing and shall agree to comply in all material respects with the rules and procedures of MERS in connection with the servicing of the Mortgage Loans that are registered with MERS, or (ii) the predecessor Servicer, at its sole expense, shall cooperate with the successor Servicer either (x) in causing MERS to execute and deliver an Assignment of Mortgage in recordable form to transfer the Mortgage from MERS to the Trustee and to execute and deliver such other notices, documents and other instruments as may be necessary or desirable to effect a transfer of such Mortgage Loan or servicing of such Mortgage Loan on the MERS® System to the successor Servicer or (y) in causing MERS to designate on the MERS® System the successor Servicer as the servicer of such Mortgage Loan (at the cost and expense of the successor Servicer to the extent such costs relate to the qualification of such successor Servicer as a member of MERS, otherwise at the cost and expense of the predecessor Servicer). The predecessor Servicer shall file or cause to be filed any such assignment in the appropriate recording office. The successor Servicer shall cause such assignment to be delivered to the Trustee promptly upon receipt of the original with evidence of recording thereon or a copy certified by the public recording office in which such assignment was recorded.

Trustee to Act; Appointment of Successor. (a) (1) On and after the time a the Servicer receives a notice of termination pursuant to Section 7.01 of this Agreementtermination, the Trustee or a shall separately assume and become the successor servicer appointed pursuant to Section 7.01, subject to and in all respects to the extent provided herein, either shall be the successor to a Servicer, but only Servicer in its capacity as servicer Servicer under this Agreement and not in any other, and the transactions set forth herein or shall appoint a successor servicerprovided for herein, and in either event such successor servicer shall be subject to all the responsibilities, duties and liabilities relating thereto placed on such and arising thereafter shall be assumed by the Trustee (except for any representations or warranties of the Servicer under this Agreement, the responsibilities, duties and liabilities contained in Section 2.05 and the obligation to deposit amounts in respect of losses pursuant to Section 3.12) by the terms and provisions hereof and applicable law including including, without limitation, the obligation Servicer’s obligations to make Advances pursuant to Section 4.014.03; provided, however, that if the Trustee is prohibited by law or regulation from obligating itself to make advances regarding delinquent mortgage loans, then the Trustee shall not be obligated to make Advances pursuant to Section 4.03; and provided further, that any failure to perform such duties or responsibilities caused by the Servicer’s failure to provide information required by Section 7.01 shall not be considered a default by the Trustee as successor to the Servicer hereunder. As compensation therefor, the successor servicer Trustee shall be entitled to the Servicing Fee and all funds relating to the related Mortgage Loans that to which the terminated Servicer would have been entitled if it had continued to charge to a Collection Account, provided that the terminated Servicer shall nonetheless be entitled to payment or reimbursement as provided in Section 3.09(a) to the extent that such payment or reimbursement relates to the period prior to the completion of the transfer of servicing to a successor serviceract hereunder. Notwithstanding the foregoing, if the Trustee has become the successor above and subject to the terminated Servicer in accordance with Section 7.017.02(a)(2) below, the Trustee may, if it shall be unwilling to so act, or shall, if it is prohibited by applicable law from making Advances pursuant unable to 4.01 hereof, so act or if it is otherwise unable prohibited by law from making advances regarding delinquent mortgage loans or if the Holders of Certificates entitled to at least 51% of the Voting Rights so act, appoint, request in writing to the Trustee promptly appoint or petition a court of competent jurisdiction to appoint, any an established mortgage loan servicing institution acceptable to each Rating Agency without qualification, withdrawal or downgrading of the appointment of which does not adversely affect the ratings then current rating assigned to any of the Certificates by each Rating Agencyand having a net worth of not less than $15,000,000, as the successor to the terminated Servicer hereunder under this Agreement in the assumption of all or any part of the responsibilities, duties or liabilities of such Servicer hereunder. Any successor to a Servicer shall be an institution which is a FNMA or FHLMC approved seller/servicer in good standing, which has a net worth of at least $10,000,000, which is willing to service the related Mortgage Loans and which executes and delivers to the Depositor and the Trustee an agreement accepting such delegation and assignment, containing an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of such Servicer (other than liabilities of that Servicer under Section 6.03 hereof incurred prior to termination of a Servicer under Section 7.01 hereunder), with like effect as if originally named as a party to this Agreement; provided that each Rating Agency acknowledges that its rating of the Certificates in effect immediately prior to such assignment and delegation will not be qualified or reduced as a result of such assignment and delegation. Any successor servicer appointed by DLJMC shall be rated as a servicer of subprime mortgage loans as “average” (or its equivalent) or better by each Rating Agency that maintains a servicer rating system. Pending appointment of a successor to a Servicer hereunder, the Trustee or other successor servicer unless such entity is prohibited by law from so acting, shall, subject to the limitations described herein, act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on the related Mortgage Loans as it and such successor shall agree; provided, however, that no such compensation shall be in excess of a servicing fee rate of 0.50% per annum. To the extent that the compensation of any successor to WFBNA is calculated using a rate exceeding the then-current rate used to calculate the WFBNA Servicing Fee Rate, each Holder of a Class A-IO-S Certificate hereby agrees to a decrease in the Excess Servicing Fee Rate in an amount equal to such excess. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Neither the Trustee nor any other successor servicer shall be deemed to be in default by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the failure of the terminated Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. Any successor to a Servicer shall give notice to the Mortgagors of such change of servicer. Any successor to a Servicer shall, during the term of its service as a Servicer maintain in force the policy or policies of the type that such Servicer is required to maintain pursuant to this Agreement. In connection with All Servicing Transfer Costs shall be paid by the termination or resignation predecessor Servicer upon presentation of a Servicer hereunderreasonable documentation of such costs (provided, either (i) the successor Servicer, including the Trustee that if the Trustee is acting the predecessor Servicer by reason of this Section 7.02, such costs shall be paid by the Servicer preceding the Trustee as successor servicer), and if such predecessor or initial Servicer, as applicable, defaults in its obligation to pay such costs, such costs shall represent and warrant that it is a member of MERS in good standing and shall agree to comply in all material respects with the rules and procedures of MERS in connection with the servicing of the Mortgage Loans that are registered with MERS, or (ii) the predecessor Servicer, at its sole expense, shall cooperate with the successor Servicer either (x) in causing MERS to execute and deliver an Assignment of Mortgage in recordable form to transfer the Mortgage from MERS to the Trustee and to execute and deliver such other notices, documents and other instruments as may be necessary or desirable to effect a transfer of such Mortgage Loan or servicing of such Mortgage Loan on the MERS® System to paid by the successor Servicer or the Trustee (y) in causing MERS to designate on the MERS® System which case the successor Servicer or the Trustee, as applicable, shall be entitled to reimbursement therefor from the servicer of such Mortgage Loan (at the cost and expense assets of the successor Servicer to the extent such costs relate to the qualification of such successor Servicer as a member of MERS, otherwise at the cost and expense of the predecessor ServicerTrust Fund). The predecessor Servicer shall file or cause to be filed any such assignment in the appropriate recording office. The successor Servicer shall cause such assignment to be delivered to the Trustee promptly upon receipt of the original with evidence of recording thereon or a copy certified by the public recording office in which such assignment was recorded.

Trustee to Act; Appointment of Successor. On and after (a) Within 90 days of the time a the Servicer resigns pursuant to Section 6.04 or receives a notice of termination pursuant to Section 7.01 of this Agreement7.01, the Trustee or a successor servicer Servicer appointed pursuant to Section 7.01, subject to and to by the extent provided herein, either Trustee hereunder shall be the successor in all respects to a Servicer, but only the Servicer in its capacity as servicer Servicer under this Agreement and not in any other, and the transactions set forth or provided for herein or shall appoint a successor servicer, and in either event such successor servicer shall be subject thereafter to all the responsibilities, duties duties, liabilities and limitations on liabilities relating thereto placed on such Servicer by the terms and provisions hereof and applicable law Servicer, including the obligation to make Advances which have been or will be required to be made, but excluding the representations of the Servicer contained in Section 2.03, by the terms and provisions hereof; provided that any failure to perform such duties or responsibilities caused by the predecessor Servicer's failure to provide information required by Section 4.02 or 4.03 shall not be considered a default by the Trustee as successor Servicer hereunder; and provided further that the Trustee shall have no obligation whatsoever with respect to any liability (other than Advances deemed recoverable and not previously made) incurred by the predecessor Servicer at or prior to the time of receipt by such Servicer of the notice of termination pursuant to Section 4.017.01 or receipt by the Trustee of the Opinion of Counsel referred to in Section 6.04. As compensation therefor, the successor servicer Trustee shall be entitled to the Servicing Fee and all funds relating to the related Mortgage Loans that which the terminated Servicer would have been entitled to charge to a Collection Accountthe Custodial Account if the Servicer had continued to act hereunder, provided except for amounts that the terminated Servicer shall nonetheless be entitled to payment or reimbursement as provided in receive pursuant to Section 3.09(a) to the extent that such payment or reimbursement relates to the period prior to the completion of the transfer of servicing to a successor servicer7.01. Notwithstanding the foregoing, if If the Trustee has become the successor to the terminated Servicer in accordance with Section 7.016.04 or this Section 7.02, then notwithstanding the above, if the Trustee may, if it shall be unwilling to so act, or shall, if it is prohibited by applicable law from making Advances pursuant to 4.01 hereof, or if it is otherwise shall be unable to so act, the Trustee may appoint, or petition a court of competent jurisdiction to appoint, any established housing and home finance institution, which is also a Xxxxxx Xxx or Xxxxxxx Mac-approved mortgage loan servicing institution the appointment institution, having a net worth of which does not adversely affect the then current rating of the Certificates by each Rating Agency, less than $10,000,000 as the successor to the terminated Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of such the Servicer hereunder. Any successor to a Servicer shall be an institution which is a FNMA or FHLMC approved seller/servicer in good standing, which has a net worth of at least $10,000,000, which is willing to service the related Mortgage Loans and which executes and delivers to the Depositor and the Trustee an agreement accepting such delegation and assignment, containing an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of such Servicer (other than liabilities of that Servicer under Section 6.03 hereof incurred prior to termination of a Servicer under Section 7.01 hereunder), with like effect as if originally named as a party to this Agreement; provided that each Rating Agency acknowledges that its rating of the Certificates in effect immediately prior to such assignment and delegation will not be qualified or reduced as a result of such assignment and delegation. Any successor servicer appointed by DLJMC shall be rated as a servicer of subprime mortgage loans as “average” (or its equivalent) or better by each Rating Agency that maintains a servicer rating system. Pending appointment of a successor to a the Servicer hereunder, the Trustee or other successor servicer unless such entity is prohibited by law from so acting, shall, subject to the limitations described herein, shall act in such capacity as hereinabove herein above provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on the related Mortgage Loans as it and such successor shall agree; provided, however, that no such compensation shall be in excess of a servicing fee rate that permitted the Servicer hereunder. Each of 0.50% per annum. To the extent that Seller, the compensation of any successor to WFBNA is calculated using a rate exceeding the then-current rate used to calculate the WFBNA Servicing Fee Rate, each Holder of a Class A-IO-S Certificate hereby agrees to a decrease in the Excess Servicing Fee Rate in an amount equal to such excess. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Neither If the Trustee nor any other successor servicer shall be deemed to be in default by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by becomes the failure of the terminated Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. Any successor to a Servicer shall give notice to the Mortgagors of such change of servicer. Any successor to a Servicer shall, during the term of its service as a Servicer maintain in force the policy or policies of the type that such Servicer is required to maintain pursuant to this Agreement. In connection with the termination or resignation of a Servicer hereunder, either (i) the successor Servicer, including the Trustee if shall be entitled to be reimbursed by the Trustee is acting as successor Servicer, shall represent and warrant that it is a member of MERS in good standing and shall agree to comply in Servicer for all material respects costs associated with the rules and procedures transfer of MERS in connection with the servicing of the Mortgage Loans to the Trustee, including any costs or expenses associated with the complete transfer of all servicing data and the completion, correction or manipulation of such servicing data as may be required by the Trustee to correct any errors or insufficiencies in the servicing data or otherwise to enable the Trustee to service the Mortgage Loans in accordance with this Agreement. To the extent that any such costs and expenses of the Trustee resulting from the termination of the Servicer pursuant to this Section 7.02 are registered with MERS, or (ii) not reimbursed by the predecessor terminated Servicer, at the Trustee shall be entitled to reimbursement of such costs and expenses from the Payment Account. Any successor, including the Trustee, to the Servicer shall maintain in force during its sole expense, term as Servicer hereunder insurance policies and fidelity bonds as may be required to be maintained by the Servicer pursuant to Section 3.12. If the Trustee shall cooperate succeed to any duties of the Servicer with the successor Servicer either (x) in causing MERS respect to execute and deliver an Assignment of Mortgage in recordable form to transfer the Mortgage from MERS Loans as provided herein, it shall do so in a separate capacity and not in its capacity as Trustee and, accordingly, the provisions of Article VIII shall be inapplicable to the Trustee and to execute and deliver such other notices, documents and other instruments in its duties as may be necessary or desirable to effect a transfer of such Mortgage Loan or successor Servicer in the servicing of the Mortgage Loans (although such Mortgage Loan on the MERS® System provisions shall continue to the successor Servicer or (y) in causing MERS to designate on the MERS® System the successor Servicer as the servicer of such Mortgage Loan (at the cost and expense of the successor Servicer to the extent such costs relate to the qualification of such successor Servicer as a member of MERS, otherwise at the cost and expense of the predecessor Servicer). The predecessor Servicer shall file or cause to be filed any such assignment in the appropriate recording office. The successor Servicer shall cause such assignment to be delivered apply to the Trustee promptly upon receipt in its capacity as trustee); the provisions of Article III, however, shall apply to the original with evidence of recording thereon or a copy certified by the public recording office Trustee in which such assignment was recordedits capacity as successor Servicer.

Trustee to Act; Appointment of Successor. (a) On and after the time a the Servicer receives a notice of termination pursuant to Section 7.01 of this Agreement8.01 or 7.04, the Trustee or a successor servicer appointed pursuant to Section 7.01, subject to and to the extent provided herein, either shall be the successor in all respects to a Servicer, but only the Servicer in its capacity as servicer under this Agreement and not in any other, and the transactions set forth or provided for herein or shall appoint a successor servicer, and in either event such successor servicer shall be subject to all the responsibilities, duties and liabilities relating thereto placed on such the Servicer by the terms and provisions hereof arising on and applicable law including the obligation to make Advances pursuant to Section 4.01after its succession. As compensation therefor, the successor servicer Trustee shall be entitled to all funds relating to such compensation as the related Mortgage Loans that the terminated Servicer would have been entitled to charge to a Collection Account, provided that the terminated Servicer shall nonetheless be entitled to payment or reimbursement as provided in Section 3.09(a) to the extent that hereunder if no such payment or reimbursement relates to the period prior to the completion notice of the transfer of servicing to a successor servicertermination had been given. Notwithstanding the foregoingabove, (i) if the Trustee has become is unwilling to act as successor Servicer or (ii) if the successor Trustee is legally unable so to the terminated Servicer in accordance with Section 7.01act, the Trustee may, if it shall be unwilling to so act, or shall, if it is prohibited by applicable law from making Advances pursuant to 4.01 hereof, or if it is otherwise unable to so act, appoint, appoint or petition a court of competent jurisdiction to appoint, any established housing and home finance institution, bank or other mortgage loan servicing institution the appointment or home equity loan servicer having a net worth of which does not adversely affect the then current rating of the Certificates by each Rating Agency, less than $25,000,000 as the successor to the terminated Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of such the Servicer hereunder. Any successor to a Servicer shall be an institution which is a FNMA or FHLMC approved seller/servicer in good standing, which has a net worth of at least $10,000,000, which is willing to service the related Mortgage Loans and which executes and delivers to the Depositor and the Trustee an agreement accepting such delegation and assignment, containing an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of such Servicer (other than liabilities of that Servicer under Section 6.03 hereof incurred prior to termination of a Servicer under Section 7.01 hereunder), with like effect as if originally named as a party to this Agreement; provided that each Rating Agency acknowledges that its rating the appointment of any such successor Servicer will not result in the qualification, reduction or withdrawal of the ratings assigned to the Offered Certificates in effect immediately prior to such assignment and delegation will not be qualified or reduced as a result of such assignment and delegation. Any successor servicer appointed by DLJMC shall be rated as a servicer of subprime mortgage loans as “average” (or its equivalent) or better by each the Rating Agency that maintains a servicer rating systemAgencies. Pending appointment of a successor to a the Servicer hereunder, unless the Trustee or other successor servicer unless such entity is prohibited by law from so acting, shall, subject to the limitations described herein, Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the successor shall be entitled to receive compensation of such successor out of payments on the related Mortgage Loans in an amount equal to the compensation which the Servicer would otherwise have received pursuant to Section 3.08 (or such lesser compensation as it the Trustee and such successor shall agree; provided, however, that no such compensation shall be in excess ). The appointment of a servicing fee rate successor Servicer shall not affect any liability of 0.50% per annum. To the extent that predecessor Servicer which may have arisen under this Agreement prior to its termination as Servicer to pay any deductible under an insurance policy pursuant to Section 3.05 or to indemnify the compensation Trustee pursuant to Section 7.06), nor shall any successor Servicer be liable for any acts or omissions of the predecessor Servicer or for any breach by such Servicer of any successor to WFBNA is calculated using a rate exceeding the then-current rate used to calculate the WFBNA Servicing Fee Rate, each Holder of a Class A-IO-S Certificate hereby agrees to a decrease its representations or warranties contained herein or in the Excess Servicing Fee Rate in an amount equal to such excessany related document or agreement. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Neither the Trustee nor any other successor servicer shall be deemed to be in default by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the failure of the terminated Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. Any successor to a Servicer shall give notice to the Mortgagors of such change of servicer. Any successor to a Servicer shall, during the term of its service as a Servicer maintain in force the policy or policies of the type that such Servicer is required to maintain pursuant to this Agreement. In connection with the termination or resignation of a Servicer hereunder, either (i) the successor Servicer, including the Trustee if the Trustee is acting as successor Servicer, shall represent and warrant that it is a member of MERS in good standing and shall agree to comply in all material respects with the rules and procedures of MERS in connection with the servicing of the Mortgage Loans that are registered with MERS, or (ii) the predecessor Servicer, at its sole expense, shall cooperate with the successor Servicer either (x) in causing MERS to execute and deliver an Assignment of Mortgage in recordable form to transfer the Mortgage from MERS to the Trustee and to execute and deliver such other notices, documents and other instruments as may be necessary or desirable to effect a transfer of such Mortgage Loan or servicing of such Mortgage Loan on the MERS® System to the successor Servicer or (y) in causing MERS to designate on the MERS® System the successor Servicer as the servicer of such Mortgage Loan (at the cost and expense of the successor Servicer to the extent such costs relate to the qualification of such successor Servicer as a member of MERS, otherwise at the cost and expense of the predecessor Servicer). The predecessor Servicer shall file or cause to be filed any such assignment in the appropriate recording office. The successor Servicer shall cause such assignment to be delivered to the Trustee promptly upon receipt of the original with evidence of recording thereon or a copy certified by the public recording office in which such assignment was recorded.

Trustee to Act; Appointment of Successor. On and after the time a the Master Servicer or the Special Servicer receives a notice of termination pursuant to Section 7.01 of this Agreement9.1, the Trustee or a successor servicer appointed pursuant to Section 7.01, subject to and to the extent provided herein, either shall be the successor in all respects to a the Master Servicer or the Special Servicer, but only as the case may be, in its capacity as servicer such under this Agreement and not in any other, and the transactions set forth or provided for herein or shall appoint a successor servicer, and in either event such successor servicer shall be subject to all the responsibilities, duties and liabilities (except for liabilities incurred prior to the Event of Default) relating thereto and arising thereafter placed on such the Master Servicer or the Special Servicer, as the case may be, by the terms and provisions hereof and applicable law including hereof, including, without limitation, the Master Servicer's obligation to make Advances pursuant P&I Advances; provided that any failure to perform such duties or responsibilities caused by the Master Servicer's or the Special Servicer's failure to provide information or monies required by Section 4.019.1 shall not be considered a default by the Trustee hereunder. The Trustee shall not be liable for any of the representations and warranties of the Master Servicer or the Special Servicer and the Trustee shall not be required to purchase any Mortgage Loan hereunder. As compensation therefor, the successor servicer Trustee shall be entitled to the applicable Servicing Fees and all funds relating to the related Mortgage Loans that the terminated Master Servicer or the Special Servicer would have been entitled to charge to a the Collection Account, provided that Account if the terminated Master Servicer shall nonetheless be entitled or the Special Servicer had continued to payment or reimbursement as provided in Section 3.09(a) to the extent that such payment or reimbursement relates to the period prior to the completion of the transfer of servicing to a successor serviceract hereunder. Notwithstanding the foregoing, if the Trustee has become the successor to the terminated Servicer in accordance with Section 7.01above, the Trustee may, if it shall be unwilling to so act, or shall, if it is prohibited by applicable law from making Advances pursuant unable to 4.01 hereof, so act or if the Holders of Certificates entitled to at least 51% of the Voting Rights so request in writing to the Trustee or if it is otherwise unable to so actnot appropriately rated as an approved master servicer or special servicer, as the case may be, by each Rating Agency, promptly appoint, or petition a court of competent jurisdiction to appointfor the appointment of, any established a mortgage loan servicing institution the appointment that has a net worth of which does not adversely affect the then current rating of the Certificates by less than $15,000,000 and is otherwise acceptable to each Rating AgencyAgency (as evidenced by Rating Agency Confirmation), as the successor to the terminated Master Servicer or the Special Servicer, as the case may be, hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of such the Master Servicer hereunderor the Special Servicer. Any No appointment of a successor to a the Master Servicer or the Special Servicer hereunder shall be an institution which is a FNMA or FHLMC approved seller/servicer in good standing, which has a net worth of at least $10,000,000, which is willing to service effective until the related Mortgage Loans and which executes and delivers assumption by the successor to the Depositor and Master Servicer or the Trustee an agreement accepting such delegation and assignment, containing an assumption by such Person Special Servicer of all the rights, powers, duties, responsibilities, obligations duties and liabilities of such the Master Servicer (other than liabilities of that Servicer under Section 6.03 hereof incurred prior to termination of a Servicer under Section 7.01 or the Special Servicer, as the case may be, hereunder), with like effect as if originally named as a party to this Agreement; provided that each Rating Agency acknowledges that its rating of the Certificates in effect immediately prior to such assignment and delegation will not be qualified or reduced as a result of such assignment and delegation. Any successor servicer appointed by DLJMC shall be rated as a servicer of subprime mortgage loans as “average” (or its equivalent) or better by each Rating Agency that maintains a servicer rating system. Pending appointment of a successor to a the Master Servicer or the Special Servicer hereunder, the Trustee or other successor servicer unless such entity is prohibited by law from so acting, shall, subject to the limitations described herein, shall act in such capacity as hereinabove providedprovided and shall be entitled to such compensation as would otherwise have been payable to the Master Servicer or the Special Servicer, as the case may be. In connection with any such appointment and assumptionassumption described herein, the Trustee may make such arrangements for the compensation of such successor out of payments on the related Mortgage Loans or otherwise as it and such successor shall agree; provided, however, that no such compensation shall be in excess of a servicing fee rate of 0.50% per annum. To that permitted the extent that the compensation of any successor to WFBNA is calculated using a rate exceeding the then-current rate used to calculate the WFBNA Servicing Fee Rate, each Holder of a Class A-IO-S Certificate hereby agrees to a decrease in the Excess Servicing Fee Rate in an amount equal to such excessresigning or terminated party hereunder. The Depositor, the Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Neither the Trustee nor any other successor servicer shall be deemed to be in default by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the failure of the terminated Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. Any successor to a Servicer shall give notice to the Mortgagors of such change of servicer. Any successor to a Servicer shall, during the term of its service as a Servicer maintain in force the policy or policies of the type that such Servicer is required to maintain pursuant to this Agreement. In connection with the termination or resignation of a Servicer hereunder, either (i) the successor Servicer, including the Trustee if the Trustee is acting as successor Servicer, shall represent and warrant that it is a member of MERS in good standing and shall agree to comply in all material respects with the rules and procedures of MERS in connection with the servicing of the Mortgage Loans that are registered with MERS, or (ii) the predecessor Servicer, at its sole expense, shall cooperate with the successor Servicer either (x) in causing MERS to execute and deliver an Assignment of Mortgage in recordable form to transfer the Mortgage from MERS to the Trustee and to execute and deliver such other notices, documents and other instruments as may be necessary or desirable to effect a transfer of such Mortgage Loan or servicing of such Mortgage Loan on the MERS® System to the successor Servicer or (y) in causing MERS to designate on the MERS® System the successor Servicer as the servicer of such Mortgage Loan (at the cost and expense of the successor Servicer to the extent such costs relate to the qualification of such successor Servicer as a member of MERS, otherwise at the cost and expense of the predecessor Servicer). The predecessor Servicer shall file or cause to be filed any such assignment in the appropriate recording office. The successor Servicer shall cause such assignment to be delivered to the Trustee promptly upon receipt of the original with evidence of recording thereon or a copy certified by the public recording office in which such assignment was recorded.

Trustee to Act; Appointment of Successor. On and after the time a the Servicer receives a notice of termination pursuant to Section 7.01 of this Agreement, the Trustee or a successor servicer appointed pursuant to Section 7.01shall, subject to and to the extent provided herein, either shall be the successor to a the Servicer, but only in its capacity as servicer under this Agreement Agreement, and not in any other, and the transactions set forth herein or shall appoint a successor servicer, and in either event such successor servicer shall be subject to all the responsibilities, duties and liabilities relating thereto placed on such the Servicer by the terms and provisions hereof and applicable law including the obligation to make Advances pursuant to Section 4.01. As compensation therefor, the successor servicer Trustee shall be entitled to all funds relating to the related Mortgage Loans that the terminated Servicer would have been entitled to charge to a Collection Account, provided that the terminated Servicer shall nonetheless be entitled to payment or reimbursement as provided in Section 3.09(a) to the extent that such payment or reimbursement relates to the period prior to the completion termination of the transfer of servicing to a successor servicerServicer. Notwithstanding the foregoing, if the Trustee has become the successor to the terminated Servicer in accordance with Section 7.01, the Trustee may, if it shall be unwilling to so act, or shall, if it is prohibited by applicable law from making Advances pursuant to 4.01 hereof, or if it is otherwise unable to so act, appoint, or petition a court of competent jurisdiction to appoint, any established mortgage loan servicing institution the appointment of which does not adversely affect the then current rating of the Certificates by each Rating Agency, as the successor to the terminated Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of such the Servicer hereunder. Any successor to a the Servicer shall be an institution which is a FNMA or FHLMC approved seller/servicer in good standing, which has a net worth of at least $10,000,000, which is willing to service the related Mortgage Loans and which executes and delivers to the Depositor and the Trustee an agreement accepting such delegation and assignment, containing an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of such the Servicer (other than liabilities of that the Servicer under Section 6.03 hereof incurred prior to termination of a the Servicer under Section 7.01 hereunder), with like effect as if originally named as a party to this Agreement; provided that each Rating Agency acknowledges that its rating of the Certificates in effect immediately prior to such assignment and delegation will not be qualified or reduced as a result of such assignment and delegation. Any successor servicer appointed by DLJMC shall be rated as a servicer of subprime mortgage loans as “average” (or its equivalent) or better by each Rating Agency that maintains a servicer rating system. Pending appointment of a successor to a the Servicer hereunder, the Trustee, unless the Trustee or other successor servicer unless such entity is prohibited by law from so acting, shall, subject to the limitations described herein, act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on the related Mortgage Loans as it and such successor shall agree; provided, however, that no such compensation shall be in excess of a servicing fee rate of 0.50% per annum. To the extent that the compensation of any successor to WFBNA is calculated using a rate exceeding the then-current rate used to calculate the WFBNA Servicing Fee Rate, each Holder of a Class A-IO-S Certificate hereby agrees to a decrease in the Excess Servicing Fee Rate in an amount equal to such excessFee. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Neither the Trustee nor any other successor servicer shall be deemed to be in default by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the failure of the terminated Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. Any successor to a the Servicer shall give notice to the Mortgagors of such change of servicer. Any successor to a Servicer servicer and shall, during the term of its service as a Servicer servicer, maintain in force the policy or policies of that the type that such Servicer is required to maintain pursuant to this Agreement. In connection with the termination or resignation of a Servicer hereunder, either (i) the successor Servicer, including the Trustee if the Trustee is acting as successor Servicer, shall represent and warrant that it is a member of MERS in good standing and shall agree to comply in all material respects with the rules and procedures of MERS in connection with the servicing of the Mortgage Loans that are registered with MERS, or (ii) the predecessor Servicer, at its sole expense, shall cooperate with the successor Servicer either (x) in causing MERS to execute and deliver an Assignment of Mortgage in recordable form to transfer the Mortgage from MERS to the Trustee and to execute and deliver such other notices, documents and other instruments as may be necessary or desirable to effect a transfer of such Mortgage Loan or servicing of such Mortgage Loan on the MERS® System to the successor Servicer or (y) in causing MERS to designate on the MERS® System the successor Servicer as the servicer of such Mortgage Loan (at the cost and expense of the successor Servicer to the extent such costs relate to the qualification of such successor Servicer as a member of MERS, otherwise at the cost and expense of the predecessor Servicer). The predecessor Servicer shall file or cause to be filed any such assignment in the appropriate recording office. The successor Servicer shall cause such assignment to be delivered to the Trustee promptly upon receipt of the original with evidence of recording thereon or a copy certified by the public recording office in which such assignment was recorded.

Trustee to Act; Appointment of Successor. On and after (a) Within 90 days of the time a the Servicer resigns pursuant to Section 6.04 or receives a notice of termination pursuant to Section 7.01 of this Agreement7.01, the Trustee or a successor servicer Servicer appointed pursuant to Section 7.01, subject to and to by the extent provided herein, either Trustee hereunder shall be the successor in all respects to a Servicer, but only the Servicer in its capacity as servicer Servicer under this Agreement and not in any other, and the transactions set forth or provided for herein or shall appoint a successor servicer, and in either event such successor servicer shall be subject thereafter to all the responsibilities, duties duties, liabilities and limitations on liabilities relating thereto placed on such the Servicer, including the obligation to make Monthly Advances which have been or will be required to be made, but excluding the representations of the Servicer contained in Section 2.03, by the terms and provisions hereof hereof; provided that any failure to perform such duties or responsibilities caused by the predecessor Servicer's failure to provide information required by Section 4.02 or 4.03 shall not be considered a default by the Trustee as successor Servicer hereunder; and applicable law including provided further that the Trustee shall have no obligation whatsoever with respect to make any liability (other than Monthly Advances deemed recoverable and not previously made) incurred by the predecessor Servicer at or prior to the time of receipt by such Servicer of the notice of termination pursuant to Section 4.017.01 or receipt by the Trustee of the Opinion of Counsel referred to in Section 6.04. As compensation therefor, the successor servicer Trustee shall be entitled to the Servicing Fee and all funds relating to the related Mortgage Loans that which the terminated Servicer would have been entitled to charge to a Collection Accountthe Custodial Account if the Servicer had continued to act hereunder, provided except for amounts that the terminated Servicer shall nonetheless be entitled to payment or reimbursement as provided in receive pursuant to Section 3.09(a) to the extent that such payment or reimbursement relates to the period prior to the completion of the transfer of servicing to a successor servicer7.01. Notwithstanding the foregoing, if If the Trustee has become the successor to the terminated Servicer in accordance with Section 7.016.04 or this Section 7.02, then notwithstanding the above, if the Trustee may, if it shall be unwilling to so act, or shall, if it is prohibited by applicable law from making Advances pursuant to 4.01 hereof, or if it is otherwise shall be unable to so act, the Trustee may appoint, or petition a court of competent jurisdiction to appoint, any established housing and home finance institution , which is also a Xxxxxx Xxx or Xxxxxxx Mac-approved mortgage loan servicing institution the appointment institution, having a net worth of which does not adversely affect the then current rating of the Certificates by each Rating Agency, less than $10,000,000 as the successor to the terminated Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of such the Servicer hereunder. Any successor to a Servicer shall be an institution which is a FNMA or FHLMC approved seller/servicer in good standing, which has a net worth of at least $10,000,000, which is willing to service the related Mortgage Loans and which executes and delivers to the Depositor and the Trustee an agreement accepting such delegation and assignment, containing an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of such Servicer (other than liabilities of that Servicer under Section 6.03 hereof incurred prior to termination of a Servicer under Section 7.01 hereunder), with like effect as if originally named as a party to this Agreement; provided that each Rating Agency acknowledges that its rating of the Certificates in effect immediately prior to such assignment and delegation will not be qualified or reduced as a result of such assignment and delegation. Any successor servicer appointed by DLJMC shall be rated as a servicer of subprime mortgage loans as “average” (or its equivalent) or better by each Rating Agency that maintains a servicer rating system. Pending appointment of a successor to a the Servicer hereunder, the Trustee or other successor servicer unless such entity is prohibited by law from so acting, shall, subject to the limitations described herein, shall act in such capacity as hereinabove herein above provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on the related Mortgage Loans as it and such successor shall agree; provided, however, that no such compensation shall be in excess of a servicing fee rate that permitted the Servicer hereunder. Each of 0.50% per annum. To the extent that Seller, the compensation of any successor to WFBNA is calculated using a rate exceeding the then-current rate used to calculate the WFBNA Servicing Fee Rate, each Holder of a Class A-IO-S Certificate hereby agrees to a decrease in the Excess Servicing Fee Rate in an amount equal to such excess. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Neither If the Trustee nor any other successor servicer shall be deemed to be in default by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by becomes the failure of the terminated Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. Any successor to a Servicer shall give notice to the Mortgagors of such change of servicer. Any successor to a Servicer shall, during the term of its service as a Servicer maintain in force the policy or policies of the type that such Servicer is required to maintain pursuant to this Agreement. In connection with the termination or resignation of a Servicer hereunder, either (i) the successor Servicer, including the Trustee if shall be entitled to be reimbursed by the Trustee is acting as successor Servicer, shall represent and warrant that it is a member of MERS in good standing and shall agree to comply in Servicer for all material respects costs associated with the rules and procedures transfer of MERS in connection with the servicing of the Mortgage Loans to the Trustee, including any costs or expenses associated with the complete transfer of all servicing data and the completion, correction or manipulation of such servicing data as may be required by the Trustee to correct any errors or insufficiencies in the servicing data or otherwise to enable the Trustee to service the Mortgage Loans in accordance with this Agreement. To the extent that any such costs and expenses of the Trustee resulting from the termination of the Servicer pursuant to this Section 7.02 are registered with MERS, or (ii) not reimbursed by the predecessor terminated Servicer, at the Trustee shall be entitled to reimbursement of such costs and expenses from the Payment Account. Any successor, including the Trustee, to the Servicer shall maintain in force during its sole expense, term as Servicer hereunder insurance policies and fidelity bonds as may be required to be maintained by the Servicer pursuant to Section 3.12. If the Trustee shall cooperate succeed to any duties of the Servicer with the successor Servicer either (x) in causing MERS respect to execute and deliver an Assignment of Mortgage in recordable form to transfer the Mortgage from MERS Loans as provided herein, it shall do so in a separate capacity and not in its capacity as Trustee and, accordingly, the provisions of Article VIII shall be inapplicable to the Trustee and to execute and deliver such other notices, documents and other instruments in its duties as may be necessary or desirable to effect a transfer of such Mortgage Loan or successor Servicer in the servicing of the Mortgage Loans (although such Mortgage Loan on the MERS® System provisions shall continue to the successor Servicer or (y) in causing MERS to designate on the MERS® System the successor Servicer as the servicer of such Mortgage Loan (at the cost and expense of the successor Servicer to the extent such costs relate to the qualification of such successor Servicer as a member of MERS, otherwise at the cost and expense of the predecessor Servicer). The predecessor Servicer shall file or cause to be filed any such assignment in the appropriate recording office. The successor Servicer shall cause such assignment to be delivered apply to the Trustee promptly upon receipt in its capacity as trustee); the provisions of Article III, however, shall apply to the original with evidence of recording thereon or a copy certified by the public recording office Trustee in which such assignment was recordedits capacity as successor Servicer.

Trustee to Act; Appointment of Successor. On and after the time a Servicer receives a notice of termination pursuant to Section 7.01 of this Agreement, the Trustee or, if Ocwen is the terminated Servicer, the Back-Up Servicer, or a successor servicer appointed pursuant to Section 7.01, subject to and to the extent provided herein, either shall be the successor to a Servicer, but only in its capacity as servicer under this Agreement Agreement, and not in any other, and the transactions set forth herein or shall appoint a successor servicer, and in either event such successor servicer shall be subject to all the responsibilities, duties and liabilities relating thereto placed on such Servicer Servicer, by the terms and provisions hereof and applicable law including the obligation to make Advances pursuant to Section 4.01. As compensation therefor, the successor servicer shall be entitled to all funds relating to the related Mortgage Loans that the terminated Servicer would have been entitled to charge to a Collection Account, provided that the terminated Servicer shall nonetheless be entitled to payment or reimbursement as provided in Section 3.09(a) to the extent that such payment or reimbursement relates to the period prior to the completion of the transfer of servicing to a successor servicer. Notwithstanding the foregoing, if the Trustee or the Back-Up Servicer has become the successor to the terminated Servicer in accordance with Section 7.01, the Trustee or Back-Up Servicer may, if it shall be unwilling to so act, or shall, if it is prohibited by applicable law from making Advances pursuant to 4.01 hereof, or if it is otherwise unable to so act, appoint, or petition a court of competent jurisdiction to appoint, any established mortgage loan servicing institution the appointment of which does not adversely affect the then current rating of the Certificates by each Rating Agency, as the successor to the terminated Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of such Servicer hereunder. Any successor to a Servicer shall be an institution which is a FNMA or FHLMC approved seller/servicer in good standing, which has a net worth of at least $10,000,000, which is willing to service the related Mortgage Loans and which executes and delivers to the Depositor and the Trustee an agreement accepting such delegation and assignment, containing an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of such Servicer (other than liabilities of that Servicer under Section 6.03 hereof incurred prior to termination of a Servicer under Section 7.01 hereunder), with like effect as if originally named as a party to this Agreement; provided that each Rating Agency acknowledges that its rating of the Certificates in effect immediately prior to such assignment and delegation will not be qualified or reduced as a result of such assignment and delegation. Any The Back-Up Servicer (or its affiliate) or any successor servicer appointed by DLJMC shall be rated as a servicer of subprime mortgage loans as “average” (or its equivalent) or better by each Rating Agency that maintains a servicer rating system. Pending appointment of a successor to a Servicer hereunder, the Trustee Trustee, the Back-Up Servicer or other successor servicer unless such entity is prohibited by law from so acting, shall, subject to the limitations described herein, act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on the related Mortgage Loans as it and such successor shall agree; provided, however, that no such compensation shall be in excess of a servicing fee rate of (x) the WFBNA Servicing Fee (as defined in the WFBNA Letter Agreement) or the Ocwen Servicing Fee (as defined in the Ocwen Side Letter), as the case may be, if the successor is the Back-Up Servicer or (y) the Servicing Fee, assuming for this purpose that the Servicing Fee Rate is 0.50% per annum, for any other successor. To the extent that the compensation of any successor to WFBNA a Servicer is calculated using a rate exceeding the then-current rate used to calculate the WFBNA Servicing Fee Rate(as defined in the WFBNA Letter Agreement) or the Ocwen Servicing Fee (as defined in the Ocwen Side Letter), as the case may be, each Holder of a Class A-IO-S Certificate hereby agrees to a decrease in the Excess Servicing Fee Rate in an amount equal to such excess. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Neither the Trustee Trustee, the Back-Up Servicer nor any other successor servicer shall be deemed to be in default by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the failure of the terminated Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. Any successor to a Servicer or shall give notice to the Mortgagors of such change of servicer. Any successor to a Servicer shall, during the term of its service as a Servicer maintain in force the policy or policies of the type that such Servicer is required to maintain pursuant to this Agreement. In connection with the termination or resignation of a Servicer hereunder, either (i) the successor Servicer, including the Trustee if the Trustee is acting as successor Servicer, shall represent and warrant that it is a member of MERS in good standing and shall agree to comply in all material respects with the rules and procedures of MERS in connection with the servicing of the Mortgage Loans that are registered with MERS, or (ii) the predecessor Servicer, at its sole expense, shall cooperate with the successor Servicer either (x) in causing MERS to execute and deliver an Assignment of Mortgage in recordable form to transfer the Mortgage from MERS to the Trustee and to execute and deliver such other notices, documents and other instruments as may be necessary or desirable to effect a transfer of such Mortgage Loan or servicing of such Mortgage Loan on the MERS® System to the successor Servicer or (y) in causing MERS to designate on the MERS® System the successor Servicer as the servicer of such Mortgage Loan (at the cost and expense of the successor Servicer to the extent such costs relate to the qualification of such successor Servicer as a member of MERS, otherwise at the cost and expense of the predecessor Servicer). The predecessor Servicer shall file or cause to be filed any such assignment in the appropriate recording office. The successor Servicer shall cause such assignment to be delivered to the Trustee promptly upon receipt of the original with evidence of recording thereon or a copy certified by the public recording office in which such assignment was recorded.

Trustee to Act; Appointment of Successor. On and after the time a the Servicer receives a notice of termination pursuant to Section 7.01 of this Agreementhereof, the Trustee or a successor servicer appointed pursuant to Section 7.01shall, subject to and to the extent provided hereinin Section 3.04, either shall be the successor to a Servicer, but only the Servicer in its capacity as servicer under this Agreement and not in any other, and the transactions set forth or provided for herein or shall appoint a successor servicer, and in either event such successor servicer shall be subject to all the responsibilities, duties and liabilities relating thereto placed on such the Servicer by the terms and provisions hereof and applicable law including the obligation to make Advances advances pursuant to Section 4.01. As compensation therefor, subject to the successor servicer last paragraph of Section 7.01, the Trustee shall be entitled to all funds relating to the related Mortgage Loans fees, compensation and reimbursement for costs and expenses that the terminated Servicer would have been entitled to charge hereunder if the Servicer had continued to a Collection Account, provided that the terminated Servicer shall nonetheless be entitled to payment or reimbursement as provided in Section 3.09(a) to the extent that such payment or reimbursement relates to the period prior to the completion of the transfer of servicing to a successor serviceract hereunder. Notwithstanding the foregoing, if the Trustee has become the successor to the terminated Servicer in accordance with Section 7.017.01 hereof, the Trustee may, if it shall be unwilling to so act, or shall, if it is prohibited by applicable law from making Advances pursuant to Section 4.01 hereof, hereof or if it is otherwise unable to so act, appoint, or petition a court of competent jurisdiction to appoint, any established mortgage loan servicing institution the appointment of which and does not adversely affect the then current rating of the Certificates by each Rating Agency, Agency as the successor to the terminated Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of such the Servicer hereunder. Any successor to a Servicer shall be an institution which that is acceptable to the NIMs Insurer and is a FNMA or FHLMC Xxxxxx Xxx and Xxxxxxx Mac approved seller/servicer in good standing, which that has a net worth of at least $10,000,00015,000,000, which and that is willing to service the related Mortgage Loans and which executes and delivers to the Depositor and the Trustee an agreement accepting such delegation and assignment, containing that contains an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of such the Servicer (other than liabilities of that the Servicer under Section 6.03 hereof incurred prior to termination of a the Servicer under Section 7.01 hereunder7.01), with like effect as if originally named as a party to this Agreement; and provided further that each Rating Agency acknowledges that its rating of the Certificates in effect immediately prior to such assignment and delegation will not be qualified or reduced as a result of such assignment and delegation. Any No appointment of a successor to the Servicer hereunder shall be effective until the Trustee shall have consented thereto, prior written consent of the NIMs Insurer is obtained (provided, that such prior written consent shall not be required in the event that the Servicing Rights Pledgee or its designee is so appointed as successor servicer) and written notice of such proposed appointment shall have been provided by the Trustee to each Certificateholder. The Trustee shall not resign as servicer until a successor servicer has been appointed by DLJMC shall be rated as a servicer of subprime mortgage loans as “average” (or its equivalent) or better by each Rating Agency that maintains a servicer rating systemand has accepted such appointment. Pending appointment of a successor to a the Servicer hereunder, the Trustee, unless the Trustee or other successor servicer unless such entity is prohibited by law from so acting, shall, subject to the limitations described hereinSection 3.04 hereof, act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on the related Mortgage Loans as it and such successor shall agree; provided, however, that no such compensation shall be in excess of a servicing fee rate of 0.50% per annum. To that permitted the extent that the compensation of any successor to WFBNA is calculated using a rate exceeding the then-current rate used to calculate the WFBNA Servicing Fee Rate, each Holder of a Class A-IO-S Certificate hereby agrees to a decrease in the Excess Servicing Fee Rate in an amount equal to such excessServicer hereunder. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Neither the Trustee nor any other successor servicer shall be deemed to be in default hereunder by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the failure of the terminated Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. Any successor to a the Servicer as servicer shall give notice to the Mortgagors of such change of servicer. Any successor to a Servicer servicer and shall, during the term of its service as a Servicer servicer maintain in force the policy or policies of that the type that such Servicer is required to maintain pursuant to this Agreement. In connection with the termination or resignation of a Servicer hereunder, either (i) the successor Servicer, including the Trustee if the Trustee is acting as successor Servicer, shall represent and warrant that it is a member of MERS in good standing and shall agree to comply in all material respects with the rules and procedures of MERS in connection with the servicing of the Mortgage Loans that are registered with MERS, or (ii) the predecessor Servicer, at its sole expense, shall cooperate with the successor Servicer either (x) in causing MERS to execute and deliver an Assignment of Mortgage in recordable form to transfer the Mortgage from MERS to the Trustee and to execute and deliver such other notices, documents and other instruments as may be necessary or desirable to effect a transfer of such Mortgage Loan or servicing of such Mortgage Loan on the MERS® System to the successor Servicer or (y) in causing MERS to designate on the MERS® System the successor Servicer as the servicer of such Mortgage Loan (at the cost and expense of the successor Servicer to the extent such costs relate to the qualification of such successor Servicer as a member of MERS, otherwise at the cost and expense of the predecessor Servicer). The predecessor Servicer shall file or cause to be filed any such assignment in the appropriate recording office. The successor Servicer shall cause such assignment to be delivered to the Trustee promptly upon receipt of the original with evidence of recording thereon or a copy certified by the public recording office in which such assignment was recordedSection 6.05.

Trustee to Act; Appointment of Successor. On and after the time a the Master Servicer receives a notice of termination pursuant to Section 7.01 of this Agreement, 8.01 hereof the Trustee or a successor servicer appointed pursuant to Section 7.01, subject to and to the extent provided herein, either shall be automatically become the successor to a Servicer, but only in its capacity as servicer under this Agreement and not in any other, and the Master Servicer with respect to the transactions set forth or provided for herein or shall appoint and after a successor servicertransition period (not to exceed 90 days), and in either event such successor servicer shall be subject to all the responsibilities, duties and liabilities relating thereto placed on such the Master Servicer by the terms and provisions hereof and applicable law including including, if applicable, the obligation to make Advances pursuant to Section 4.015.01 hereof, and payments of Compensating Interest pursuant to Section 5.02 hereof, except as otherwise provided herein. As Effective on the date of such notice of termination, as compensation therefor, the successor servicer Trustee shall be entitled to all funds fees, costs and expenses relating to the related Mortgage Loans that the terminated Master Servicer would have been entitled to charge if it had continued to a Collection Accountact hereunder, provided provided, however, that the terminated Servicer Trustee shall nonetheless not be entitled (i) liable for any losses pursuant to payment Section 3.09 or reimbursement Section 4.02(c) or as provided in Section 3.09(a) to the extent that such payment a result of any acts or reimbursement relates to the period prior to the completion omissions of the transfer Master Servicer, (ii) obligated to make Advances if it is prohibited from doing so under applicable law, (iii) obligated to effectuate any repurchases or substitutions of servicing Mortgage Loans hereunder, including pursuant to a successor servicerSection 2.02 or Section 2.03 hereof, (iv) responsible for expenses of the Master Servicer pursuant to Section 2.03 103 or (v) deemed to have made any representations and warranties hereunder, including pursuant to Section 2.03. Notwithstanding the foregoing, if the Trustee has become the successor to the terminated Servicer in accordance with Section 7.01, the Trustee may, if it shall be unwilling to so act, or shall, if it is prohibited by applicable law from making Advances pursuant to 4.01 Section 5.01 hereof, or if it is otherwise unable to so act, appoint, or petition a court of competent jurisdiction to appoint, any established mortgage loan servicing institution the appointment of which does not adversely affect the then current rating of the Certificates by each Rating Agency, Agency as the successor to the terminated Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of such the Master Servicer hereunder. Any successor to a Successor Master Servicer shall (i) be an institution which that is a FNMA or FHLMC Fannie Mae and Freddie Mac approved seller/servicer in good standing, which has txxx xxs a net worth of wxxxx xx at least $10,000,000, which is 15,000,000 and (ii) be willing to service act as Master Servicer of the related Mortgage Loans Loans, and which executes shall have executed and delivers delivered to the Depositor and the Trustee an agreement accepting such delegation and assignment, containing that contains an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of such the Master Servicer (other than any liabilities of that the Master Servicer under Section 6.03 hereof incurred prior to termination of a the Master Servicer under Section 7.01 hereunder8.01 or as otherwise set forth herein), with like effect as if originally named as a party to this Agreement; , provided that each Rating Agency acknowledges shall have acknowledged in writing that its rating of the Certificates in effect immediately prior to such assignment and delegation will not be qualified qualified, withdrawn or reduced as a result of such assignment and delegation. Any successor servicer If the Trustee assumes the duties and responsibilities of the Master Servicer in accordance with this Section 8.02, the Trustee shall not resign as Master Servicer until a Successor Master Servicer has been appointed by DLJMC shall be rated as a servicer of subprime mortgage loans as “average” (or its equivalent) or better by each Rating Agency that maintains a servicer rating systemand has accepted such appointment. Pending appointment of a successor to a the Master Servicer hereunder, the Trustee, unless the Trustee or other successor servicer unless such entity is prohibited by law from so acting, shall, subject to the limitations described hereinSection 3.04 hereof, act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on the related Mortgage Loans or otherwise as it and such successor shall agree; provided, however, provided that no such compensation shall be in excess of a servicing fee rate of 0.50% per annum. To that permitted the extent that the compensation of any successor to WFBNA is calculated using a rate exceeding the then-current rate used to calculate the WFBNA Servicing Fee Rate, each Holder of a Class A-IO-S Certificate hereby agrees to a decrease in the Excess Servicing Fee Rate in an amount equal to such excessMaster Servicer hereunder. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Neither the Trustee nor any other successor servicer Successor Master Servicer shall be deemed to be in default hereunder by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the failure of the terminated Master Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. Any successor to a Servicer shall give notice to the Mortgagors of such change of servicer. Any successor to a Servicer shall, during the term of its service as a Servicer maintain in force the policy or policies The costs and expenses of the type that such Trustee and the Successor Master Servicer is required to maintain pursuant to this Agreement. In in connection with the termination or resignation of the Master Servicer, appointment of a Successor Master Servicer hereunderand, either (i) if applicable, any transfer of servicing, including, without limitation, all costs and expenses associated with the successor Servicercomplete transfer of all servicing data and the completion, including correction or manipulation of such servicing data as may be required by the Trustee if to correct any errors or insufficiencies in the servicing data or otherwise to enable the Trustee is acting as successor or the Successor Master Servicer to service the related Mortgage Loans properly and effectively, to the extent not paid by the terminated Master Servicer, shall represent and warrant that it is a member of MERS in good standing and shall agree to comply in all material respects with the rules and procedures of MERS in connection with the servicing of the Mortgage Loans that are registered with MERS, or (ii) the predecessor Servicer, at its sole expense, shall cooperate with the successor Servicer either (x) in causing MERS to execute and deliver an Assignment of Mortgage in recordable form to transfer the Mortgage from MERS be payable to the Trustee and the Successor Master Servicer pursuant to execute and deliver such other notices, documents and other instruments as may be necessary or desirable to effect a transfer of such Mortgage Loan or servicing of such Mortgage Loan on the MERS® System to the successor Servicer or (y) in causing MERS to designate on the MERS® System the successor Servicer as the servicer of such Mortgage Loan (at the cost and expense of the successor Servicer to the extent such costs relate to the qualification of such successor Servicer as a member of MERS, otherwise at the cost and expense of the predecessor Servicer)Section 9.05. The predecessor Servicer shall file or cause to be filed any such assignment in the appropriate recording office. The successor Servicer shall cause such assignment to be delivered to the Trustee promptly upon receipt of the original with evidence of recording thereon or a copy certified by the public recording office in which such assignment was recorded.104

Trustee to Act; Appointment of Successor. On and after the time a the Servicer receives a notice of termination pursuant to Section 7.01 of this Agreement7.01, the Trustee or a successor servicer appointed pursuant to Section 7.01shall, subject to and to the extent provided hereinin Section 3.05, either shall be the successor to a Servicer, but only the Servicer in its capacity as servicer Servicer under this Agreement and not in any other, and the transactions set forth provided for herein or shall appoint a successor servicer, and in either event such successor servicer shall be subject to all the responsibilities, duties and liabilities (other than any liabilities incurred by the Servicer prior to its termination hereunder) relating thereto placed on such the Servicer by the terms and provisions hereof and applicable law law, including the obligation to make Advances pursuant to Section 4.01. As compensation therefor, the successor servicer Trustee shall be entitled to all funds relating to the related Mortgage Loans that the terminated Servicer would have been entitled to charge to a Collection Account, provided that the terminated Certificate Account or Distribution Account if the Servicer shall nonetheless be entitled had continued to payment or reimbursement as provided in Section 3.09(a) to the extent that such payment or reimbursement relates to the period prior to the completion of the transfer of servicing to a successor serviceract hereunder. Notwithstanding the foregoing, if the Trustee has become the successor to the terminated Servicer in accordance with Section 7.01, the Trustee may, if it shall be unwilling to so act, or shall, if it is prohibited by applicable law from making Advances pursuant to Section 4.01 hereof, or if it is otherwise unable to so act, appoint, or petition a court of competent jurisdiction to appoint, any established mortgage loan servicing institution reasonably acceptable to the NIMS Insurer (as evidenced by the prior written consent of the NIMS Insurer), the appointment of which does not adversely affect the then current rating of the Certificates and the NIMS Insurer guaranteed notes by each Rating Agency, as the successor to the terminated Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities obligations of such the Servicer hereunder. Any successor to a the Servicer shall be an institution which that is a FNMA or and FHLMC approved seller/servicer in good standing, which that has a net worth of at least $10,000,00015,000,000, which that is willing to service the related Mortgage Loans and which that executes and delivers to the Depositor and the Trustee an agreement accepting such delegation and assignment, containing an assumption by such Person it of the rights, powers, duties, responsibilities, rights and obligations and liabilities of such the Servicer (other than liabilities of that the Servicer under Section 6.03 hereof incurred prior to before termination of a the Servicer under Section 7.01 hereunder7.01), with like effect as if originally named as a party to this Agreement; provided provided, that each Rating Agency acknowledges that its rating of the Certificates in effect immediately prior to such before the assignment and delegation will not be qualified or reduced as a result of such the assignment and delegation. Any successor servicer appointed by DLJMC shall be rated as a servicer of subprime mortgage loans as “average” (or its equivalent) or better by each Rating Agency that maintains a servicer rating system. Pending appointment of a successor to a the Servicer hereunder, the Trustee, unless the Trustee or other successor servicer unless such entity is prohibited by law from so acting, shall, subject to the limitations described hereinSection 3.05, act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such the successor out of payments on the related Mortgage Loans as it and such the successor shall agree; provided, however, that no . No such compensation shall be in excess of a servicing fee rate of 0.50% per annum. To exceed the extent that the compensation of any successor to WFBNA is calculated using a rate exceeding the then-current rate used to calculate the WFBNA Servicing Fee Rate, each Holder of a Class A-IO-S Certificate hereby agrees to a decrease in the Excess Servicing Fee Rate in an amount equal to such excess. The Trustee and such the successor shall take such any action, consistent with this Agreement, as shall be necessary to effectuate any such the succession. Neither the Trustee nor any other successor servicer Servicer shall be deemed to be in default by reason hereunder because of any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the failure of the terminated Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. Any The appointment of a successor to a Servicer shall give notice not affect any liability of the predecessor Servicer that my have arisen under this Agreement before its termination as Servicer to pay any deductible under an insurance policy, to indemnify any person, or otherwise, nor shall any successor Servicer be liable for any acts or omissions of the Mortgagors predecessor Servicer or for any breach by the Servicer of such change of servicer. Any successor to a Servicer shall, during the term any of its service as a Servicer maintain representations and warranties contained in force the policy or policies of the type that such Servicer is required to maintain pursuant to this Agreement. In connection with the termination or resignation of a the Servicer hereunder, either (i) the successor Servicer, including the Trustee if the Trustee is acting as successor Servicer, shall represent and warrant that it is a member of MERS in good standing and shall agree to comply in all material respects with the rules and procedures of MERS in connection with the servicing of the Mortgage Loans that are registered with MERS, or (ii) the predecessor Servicer, at its sole expense, Servicer shall cooperate with the successor Servicer either (x) in causing MERS to execute and deliver an Assignment assignment of Mortgage in recordable form to transfer the Mortgage from MERS to the Trustee and to execute and deliver such other notices, documents and other instruments as may be necessary or desirable to effect a transfer of such Mortgage Loan or servicing of such Mortgage Loan on the MERS® System to the successor Servicer or (y) in causing MERS to designate on the MERS® System the successor Servicer as the servicer of such Mortgage Loan (at the cost and expense of the successor Servicer to the extent such costs relate to the qualification of such successor Servicer as a member of MERS, otherwise at the cost and expense of the predecessor Servicer)Loan. The predecessor Servicer shall file or cause to be filed any such assignment in the appropriate recording office. The successor Servicer shall cause such assignment to be delivered to the Trustee promptly upon receipt of the original with evidence of recording thereon or a copy certified by the public recording office in which such assignment was recorded. Any successor to the Servicer as Servicer shall give notice of the change of servicer to the NIMS Insurer and the Mortgagors and shall, during the term of its service as Servicer, maintain in force the policy or policies that the Servicer is required to maintain pursuant to Section 6.05.

Trustee to Act; Appointment of Successor. (a) On and after the time a the Master Servicer receives a notice of resignation or termination pursuant to Section 7.01 of this Agreement7.04 or 8.01, the Trustee or a successor servicer appointed pursuant to Section 7.01, subject to and to the extent provided herein, either shall be the successor in all respects to a Servicer, but only the Master Servicer in its capacity as servicer under this Agreement and not in any other, and the transactions set forth or provided for herein or shall appoint a successor servicer, and in either event such successor servicer shall be subject to all the responsibilities, duties and liabilities relating thereto placed on such the Master Servicer by the terms and provisions hereof hereof; provided, however, that the responsibilities and applicable law including duties of HFC as Master Servicer with respect to the obligation to make Advances purchase of the Home Equity Loans pursuant to Section 4.01Sections 2.04(c) and 3.01 shall not terminate. As compensation therefor, the successor servicer Trustee shall be entitled to all funds relating to such compensation as the related Mortgage Loans that the terminated Master Servicer would have been entitled to charge to a Collection Account, provided that the terminated Servicer shall nonetheless be entitled to payment or reimbursement as provided in Section 3.09(a) to the extent that hereunder if no such payment or reimbursement relates to the period prior to the completion notice of the transfer of servicing to a successor servicertermination had been given. Notwithstanding the foregoingabove, (i) if the Trustee has become is unwilling to act as successor Master Servicer, or (ii) if the successor Trustee is legally unable so to the terminated Servicer in accordance with Section 7.01act, the Trustee may, if it may (in the situation described in clause (i)) or shall be unwilling to so act, or shall, if it is prohibited by applicable law from making Advances pursuant to 4.01 hereof, or if it is otherwise unable to so act, (in the situation described in clause (ii)) appoint, or petition a court of competent jurisdiction to appoint, any established housing and home finance institution or other mortgage loan servicing institution the appointment or home equity loan servicer having all licenses and permits required in order to perform its obligations hereunder and a net worth of which does not adversely affect the then current rating of the Certificates by each Rating Agency, less than $50,000,000 as the successor to the terminated Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of such the Master Servicer hereunder. Any successor to a Servicer shall be an institution which is a FNMA or FHLMC approved seller/servicer in good standing, which has a net worth of at least $10,000,000, which is willing to service the related Mortgage Loans and which executes and delivers to the Depositor and the Trustee an agreement accepting such delegation and assignment, containing an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of such Servicer (other than liabilities of that Servicer under Section 6.03 hereof incurred prior to termination of a Servicer under Section 7.01 hereunder), with like effect as if originally named as a party to this Agreement; provided that each Rating Agency acknowledges that its rating the appointment of any such successor Master Servicer will not result in the qualification, reduction or withdrawal of the then-current rating assigned to either the Class A or Class M Certificates in effect immediately prior by the Rating Agencies, as evidenced by a writing to such assignment and delegation will not be qualified or reduced as a result of such assignment and delegation. Any successor servicer appointed by DLJMC shall be rated as a servicer of subprime mortgage loans as “average” (or its equivalent) or better by each Rating Agency that maintains a servicer rating systemeffect delivered to the Trustee. Pending appointment of a successor to a the Master Servicer hereunder, unless the Trustee or other successor servicer unless such entity is prohibited by law from so acting, shall, subject to the limitations described herein, Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the successor shall be entitled to receive compensation of such successor out of payments on Home Equity Loans in an amount equal to the related Mortgage Loans compensation which the Master Servicer would otherwise have received pursuant to Section 3.09 (or such lesser compensation as it the Trustee and such successor shall agree; provided, however, that no such compensation shall be in excess of a servicing fee rate of 0.50% per annum. To the extent that the compensation of any successor to WFBNA is calculated using a rate exceeding the then-current rate used to calculate the WFBNA Servicing Fee Rate, each Holder of a Class A-IO-S Certificate hereby agrees to a decrease in the Excess Servicing Fee Rate in an amount equal to such excess). The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Neither the Trustee nor any other successor servicer shall be deemed to be in default by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the failure of the terminated Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. Any successor to a Servicer shall give notice to the Mortgagors of such change of servicer. Any successor to a Servicer shall, during the term of its service as a Servicer maintain in force the policy or policies of the type that such Servicer is required to maintain pursuant to this Agreement. In connection with the termination or resignation of a Servicer hereunder, either (i) the successor Servicer, including the Trustee if the Trustee is acting as successor Servicer, shall represent and warrant that it is a member of MERS in good standing and shall agree to comply in all material respects with the rules and procedures of MERS in connection with the servicing of the Mortgage Loans that are registered with MERS, or (ii) the predecessor Servicer, at its sole expense, shall cooperate with the successor Servicer either (x) in causing MERS to execute and deliver an Assignment of Mortgage in recordable form to transfer the Mortgage from MERS to the Trustee and to execute and deliver such other notices, documents and other instruments as may be necessary or desirable to effect a transfer of such Mortgage Loan or servicing of such Mortgage Loan on the MERS® System to the successor Servicer or (y) in causing MERS to designate on the MERS® System the successor Servicer as the servicer of such Mortgage Loan (at the cost and expense of the successor Servicer to the extent such costs relate to the qualification of such successor Servicer as a member of MERS, otherwise at the cost and expense of the predecessor Servicer). The predecessor Servicer shall file or cause to be filed any such assignment in the appropriate recording office. The successor Servicer shall cause such assignment to be delivered to the Trustee promptly upon receipt of the original with evidence of recording thereon or a copy certified by the public recording office in which such assignment was recorded.

Trustee to Act; Appointment of Successor. On and after the time a the Servicer receives a notice of termination pursuant to Section 7.01 of this Agreementhereof, the Trustee or a successor servicer appointed pursuant to Section 7.01shall, subject to and to the extent provided hereinin Section 3.04, either shall be the successor to a Servicer, but only the Servicer in its capacity as servicer under this Agreement and not in any other, and the transactions set forth or provided for herein or shall appoint a successor servicer, and in either event such successor servicer shall be subject to all the responsibilities, duties and liabilities relating thereto placed on such the Servicer by the terms and provisions hereof and applicable law including the obligation to make Advances advances pursuant to Section 4.01. As compensation therefor, subject to the successor servicer last paragraph of Section 7.01, as applicable, the Trustee shall be entitled to all funds relating to the related Mortgage Loans compensation and reimbursement for costs and expenses that the terminated Servicer would have been entitled to charge hereunder if the Servicer had continued to a Collection Account, provided that the terminated Servicer shall nonetheless be entitled to payment or reimbursement as provided in Section 3.09(a) to the extent that such payment or reimbursement relates to the period prior to the completion of the transfer of servicing to a successor serviceract hereunder. Notwithstanding the foregoing, if the Trustee has become the successor to the terminated Servicer in accordance with Section 7.017.01 hereof, the Trustee may, if it shall be unwilling to so act, or shall, if it is prohibited by applicable law from making Advances pursuant to Section 4.01 hereof, hereof or if it is otherwise unable to so act, appoint, or petition a court of competent jurisdiction to appoint, any established mortgage loan servicing institution the appointment of which successor does not adversely affect the then current rating of the Certificates by each Rating Agency, Agency as the successor to the terminated Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of such the Servicer hereunder. Any successor to a Servicer servicer shall be an institution which that is a FNMA or FHLMC Xxxxxx Xxx and Xxxxxxx Mac approved seller/servicer in good standing, which that has a net worth of at least $10,000,00015,000,000, which and that is willing to service the related Mortgage Loans and which executes and delivers to the Depositor and the Trustee an agreement accepting such delegation and assignment, containing that contains an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of such the Servicer (other than liabilities of that the Servicer under Section 6.03 hereof incurred prior to termination of a the Servicer under Section 7.01 hereunder7.01), with like effect as if originally named as a party to this Agreement; and provided further that each Rating Agency acknowledges that its rating of the Certificates in effect immediately prior to such assignment and delegation will not be qualified or reduced as a result of such assignment and delegation. Any No appointment of a successor to the Servicer hereunder shall be effective until the Trustee shall have consented thereto, and written notice of such proposed appointment shall have been provided by the Trustee to each Certificateholder. The Trustee shall not resign as servicer until a successor servicer has been appointed by DLJMC shall be rated as a servicer of subprime mortgage loans as “average” (or its equivalent) or better by each Rating Agency that maintains a servicer rating systemand has accepted such appointment. Pending appointment of a successor to a the Servicer hereunder, the Trustee, unless the Trustee or other successor servicer unless such entity is prohibited by law from so acting, shall, subject to the limitations described hereinSection 3.04 hereof, act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on the related Mortgage Loans as it and such successor shall agree; provided, however, that no such compensation shall be in excess of a servicing fee rate of 0.50% per annum. To that permitted the extent that the compensation of any successor to WFBNA is calculated using a rate exceeding the then-current rate used to calculate the WFBNA Servicing Fee Rate, each Holder of a Class A-IO-S Certificate hereby agrees to a decrease in the Excess Servicing Fee Rate in an amount equal to such excessServicer hereunder. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Neither the Trustee nor any other successor servicer shall be deemed to be in default hereunder by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the failure of the terminated Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. Any successor to a In the event that the Servicer shall give notice for any reason no longer be the Servicer hereunder (including by reason of any Event of Default), notwithstanding anything to the Mortgagors of such change of servicer. Any successor to a Servicer shallcontrary above, during the term of its service as a Servicer maintain in force the policy or policies of the type that such Servicer is required to maintain pursuant to this Agreement. In connection with the termination or resignation of a Servicer hereunder, either (i) the successor Servicer, including the Trustee if and the Trustee is acting as successor Servicer, shall represent and warrant Depositor hereby agree that it is a member of MERS in good standing and shall agree to comply in all material respects with the rules and procedures of MERS in connection with the servicing of the Mortgage Loans that are registered with MERS, within ten (10) Business Days or (ii) the predecessor Servicer, at its sole expense, shall cooperate with the successor Servicer either (x) in causing MERS to execute and deliver an Assignment of Mortgage in recordable form to transfer the Mortgage from MERS delivery to the Trustee and to execute and deliver such other noticesby the Servicing Rights Pledgee of a letter signed by the Servicer whereby the Servicer shall resign as Servicer under this Agreement, documents and other instruments the Servicing Rights Pledgee or its designee shall be appointed as may be necessary or desirable to effect a transfer successor servicer (provided that at the time of such Mortgage Loan appointment the Servicing Rights Pledgee or servicing such designee meets the requirements of such Mortgage Loan on a successor servicer set forth above) and the MERS® System Servicing Rights Pledgee agrees to be subject to the successor Servicer or (y) in causing MERS to designate on the MERS® System the successor Servicer as the servicer terms of such Mortgage Loan (at the cost and expense of the successor Servicer to the extent such costs relate to the qualification of such successor Servicer as a member of MERS, otherwise at the cost and expense of the predecessor Servicer). The predecessor Servicer shall file or cause to be filed any such assignment in the appropriate recording office. The successor Servicer shall cause such assignment to be delivered to the Trustee promptly upon receipt of the original with evidence of recording thereon or a copy certified by the public recording office in which such assignment was recordedthis Agreement.

Trustee to Act; Appointment of Successor. On and after the time a the Servicer receives a notice of termination pursuant to Section 7.01 of this Agreementhereof or resigns pursuant to Section 6.06 hereof, the Trustee or a successor servicer appointed pursuant to Section 7.01, subject to and to the extent provided herein, either shall be the successor in all respects to a Servicer, but only the Servicer in its capacity as servicer under this the Pooling and Servicing Agreement and not in any other, and connection with the transactions set forth provided for herein or shall appoint a successor servicer, and in either event such successor servicer shall be subject to all the responsibilities, duties and liabilities relating thereto placed on such the Servicer by the terms and provisions hereof and applicable law including the obligation to make Advances pursuant to Section 4.01hereof. As compensation therefor, the successor servicer Trustee, except as provided in Section 7.01 hereof, shall be entitled to all funds relating to such compensation (whether payable out of the related Mortgage Loans that Distribution Account or otherwise) as the terminated Servicer would have been entitled to charge receive hereunder if no such notice of termination had been given, as well as all protections and indemnification afforded the Servicer pursuant to a Collection Account, provided that the terminated Servicer shall nonetheless be entitled to payment or reimbursement as provided in Section 3.09(a) to the extent that such payment or reimbursement relates to the period prior to the completion of the transfer of servicing to a successor servicer6.05 above. Notwithstanding the foregoing, if the Trustee has become the successor to the terminated Servicer in accordance with Section 7.01above, the Trustee may, if it shall be unwilling so to so act, or shall, if it is prohibited by applicable law from making Advances pursuant legally unable so to 4.01 hereof, or if it is otherwise unable to so act, appoint, or petition a court of competent jurisdiction to appoint, any established mortgage loan servicing housing finance institution having a net worth of not less than $40,000,000 and the appointment regular business of which does shall have included, for at least one year prior to such appointment, the servicing of a portfolio of manufactured housing receivables of not adversely affect the then current rating of the Certificates by each Rating Agencyless than $100,000,000, as the successor to the terminated Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of such the Servicer hereunder. Any No appointment of a successor to a the Servicer shall be an institution which is a FNMA or FHLMC approved seller/servicer in good standing, which has a net worth of at least $10,000,000, which is willing to service effective until the related Mortgage Loans and which executes and delivers to the Depositor and the Trustee an agreement accepting such delegation and assignment, containing an assumption by such Person the successor of the rights, powers, duties, all future responsibilities, obligations duties and liabilities of such Servicer (other than liabilities of that the Servicer under Section 6.03 hereof incurred prior to termination of a Servicer under Section 7.01 hereunder), with like effect as if originally named as a party to this the Pooling and Servicing Agreement; provided that each Rating Agency acknowledges that its rating of the Certificates in effect immediately prior to such assignment and delegation will not be qualified or reduced as a result of such assignment and delegation. Any successor servicer appointed by DLJMC shall be rated as a servicer of subprime mortgage loans as “average” (or its equivalent) or better by each Rating Agency that maintains a servicer rating system. Pending appointment of a successor to a the Servicer hereunder, unless the Trustee or other successor servicer unless such entity is prohibited by law from so acting, shallthe Trustee or an Affiliate of the Trustee shall act as Servicer hereunder as provided above. Notwithstanding any of the foregoing, subject the successor Servicer shall not be required to purchase any Assets from the Trust pursuant to these Standard Terms except (i) under Section 2.06(a)(2) hereof to the limitations extent the obligation to repurchase arose out of a breach of a representation, warranty or covenant by the successor Servicer and (ii) under Section 2.06(b) hereof to the extent the Servicer's obligation to effect remedial action as described herein, act in such capacity Section arose after the successor Servicer began serving as hereinabove providedServicer. It is understood that any predecessor Servicer shall remain liable for any breaches of representations, warranties and covenants that it committed while it was the Servicer, and shall remain responsible for effecting remedial actions described in Section 2.06(b) hereof (and for repurchasing Assets pursuant to such Section 2.06(b)) to the extent the obligation to undertake such remedial action arose while such predecessor Servicer was the Servicer hereunder. In connection with such the appointment and assumptionof a successor Servicer, the Trustee may make such arrangements for the compensation of such successor servicer out of payments on the related Mortgage Loans Assets as it and such successor shall agree; providedPROVIDED, howeverHOWEVER, that no such compensation shall be in excess of a servicing fee rate that permitted the Servicer under the terms of 0.50% per annum. To the extent that the compensation of any successor to WFBNA is calculated using a rate exceeding the then-current rate used to calculate the WFBNA Pooling and Servicing Fee Rate, each Holder of a Class A-IO-S Certificate hereby agrees to a decrease in the Excess Servicing Fee Rate in an amount equal to such excessAgreement. The Trustee and such successor servicer shall take such action, consistent with this the Pooling and Servicing Agreement, as shall be necessary to effectuate any such succession. Neither the Trustee nor any other successor servicer shall be deemed to be in default by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the failure of the terminated Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. Any successor to a the Servicer shall give notice to the Mortgagors of such change of servicer. Any successor to a Servicer shall, maintain in force during the term of its service as a Servicer maintain in force the policy or policies of that the type that such Servicer is required to maintain pursuant to this AgreementSection 3.16(c) hereof. In connection with the termination or resignation Upon any Event of a Servicer Default described hereunder, either the Trustee, in addition to the rights specified in this Section, shall have the right, in its own name and as "Trustee," to take all actions now or hereafter existing at law, in equity or by statute to enforce its rights and remedies and to protect the interests of the Certificateholders, and enforce the rights and remedies of the Certificateholders (i) the successor Servicer, including the Trustee if institution and prosecution of all judicial, administrative and other proceedings and the filings of proofs of claim and debt in connection therewith). No remedy provided for by the Pooling and Servicing Agreement shall be exclusive of any other remedy, and each and every remedy shall be cumulative and in addition to any other remedy and no delay or omission to exercise any right or remedy shall impair any such right or remedy or shall be deemed to be a waiver of any Event of Default. Amounts payable to the Trustee is acting as successor Servicer, shall represent and warrant that to reimburse it is a member of MERS in good standing and shall agree to comply in all material respects with the rules and procedures of MERS for any expenses it incurs in connection with any actions taken by it pursuant to this paragraph are intended to constitute administrative expenses. Nothing herein contained shall be deemed to authorize the servicing Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Certificateholder any plan of reorganization, arrangement, adjustment or composition affecting the Certificates or the rights of any Holder thereof, or to authorize the Trustee to vote in respect of the Mortgage Loans that are registered with MERSclaim of any Certificateholder in any such Proceeding. For the purposes of this Section 7.02 and Section 7.03 hereof, the Trustee shall not be deemed to have knowledge of a Default or (ii) an Event of Default hereunder unless an Officer of the predecessor Servicer, at its sole expense, shall cooperate with Trustee having direct responsibility for the successor Servicer either (x) in causing MERS to execute administration of the Pooling and deliver an Assignment Servicing Agreement has actual knowledge thereof or unless written notice of Mortgage in recordable form to transfer the Mortgage from MERS to any Event of Default is received by the Trustee and to execute and deliver such other notices, documents and other instruments as may be necessary notice references the Certificates or desirable to effect a transfer of such Mortgage Loan or servicing of such Mortgage Loan on the MERS® System to the successor Servicer or (y) in causing MERS to designate on the MERS® System the successor Servicer as the servicer of such Mortgage Loan (at the cost and expense of the successor Servicer to the extent such costs relate to the qualification of such successor Servicer as a member of MERS, otherwise at the cost and expense of the predecessor Servicer). The predecessor Servicer shall file or cause to be filed any such assignment in the appropriate recording office. The successor Servicer shall cause such assignment to be delivered to the Trustee promptly upon receipt of the original with evidence of recording thereon or a copy certified by the public recording office in which such assignment was recordedTrust.

Trustee to Act; Appointment of Successor. On and after the time a the Servicer receives a notice of termination pursuant to Section 7.01 of this Agreementhereof, the Trustee or a successor servicer appointed pursuant to Section 7.01shall, subject to and to the extent provided hereinin Section 3.04, either shall be the successor to a Servicer, but only the Servicer in its capacity as servicer under this Agreement and not in any other, and the transactions set forth or provided for herein or shall appoint a successor servicer, and in either event such successor servicer shall be subject to all the responsibilities, duties and liabilities relating thereto placed on such the Servicer by the terms and provisions hereof and applicable law including the obligation to make Advances advances pursuant to Section 4.01. As compensation therefor, subject to the successor servicer last paragraph of Section 7.01, as applicable, the Trustee shall be entitled to all funds relating to the related Mortgage Loans compensation and reimbursement for costs and expenses that the terminated Servicer would have been entitled to charge hereunder if the Servicer had continued to a Collection Account, provided that the terminated Servicer shall nonetheless be entitled to payment or reimbursement as provided in Section 3.09(a) to the extent that such payment or reimbursement relates to the period prior to the completion of the transfer of servicing to a successor serviceract hereunder. Notwithstanding the foregoing, if the Trustee has become the successor to the terminated Servicer in accordance with Section 7.017.01 hereof, the Trustee may, if it shall be unwilling to so act, or shall, if it is prohibited by applicable law from making Advances pursuant to Section 4.01 hereof, hereof or if it is otherwise unable to so act, appoint, or petition a court of competent jurisdiction to appoint, any established mortgage loan servicing institution the appointment of which successor does not adversely affect the then current rating of the Certificates by each Rating Agency, Agency as the successor to the terminated Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of such the Servicer hereunder. Any successor to a Servicer servicer shall be an institution which that is a FNMA or FHLMC Xxxxxx Xxx and Xxxxxxx Mac approved seller/servicer in good standing, which that has a net worth of at least $10,000,00015,000,000, which and that is willing to service the related Mortgage Loans and which executes and delivers to the Depositor and the Trustee an agreement accepting such delegation and assignment, containing that contains an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of such the Servicer (other than liabilities of that the Servicer under Section 6.03 hereof incurred prior to termination of a the Servicer under Section 7.01 hereunder7.01), with like effect as if originally named as a party to this Agreement; and provided further that each Rating Agency acknowledges that its rating of the Certificates in effect immediately prior to such assignment and delegation will not be qualified or reduced as a result of such assignment and delegation. Any No appointment of a successor to the Servicer hereunder shall be effective until the Trustee shall have consented thereto, and written notice of such proposed appointment shall have been provided by the Trustee to each Certificateholder. The Trustee shall not resign as servicer until a successor servicer has been appointed by DLJMC shall be rated as a servicer of subprime mortgage loans as “average” (or its equivalent) or better by each Rating Agency that maintains a servicer rating systemand has accepted such appointment. Pending appointment of a successor to a the Servicer hereunder, the Trustee, unless the Trustee or other successor servicer unless such entity is prohibited by law from so acting, shall, subject to the limitations described hereinSection 3.04 hereof, act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on the related Mortgage Loans as it and such successor shall agree; provided, however, that no such compensation shall be in excess of a servicing fee rate of 0.50% per annum. To that permitted the extent that the compensation of any successor to WFBNA is calculated using a rate exceeding the then-current rate used to calculate the WFBNA Servicing Fee Rate, each Holder of a Class A-IO-S Certificate hereby agrees to a decrease in the Excess Servicing Fee Rate in an amount equal to such excessServicer hereunder. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Neither the Trustee nor any other successor servicer shall be deemed to be in default hereunder by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the failure of the terminated Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. In the event that the Servicer shall for any reason no longer be the Servicer hereunder (including by reason of any Event of Default), notwithstanding anything to the contrary above, the Trustee and the Depositor hereby agree that within ten (10) Business Days or delivery to the Trustee by the Servicing Rights Pledgee of a letter signed by the Servicer whereby the Servicer shall resign as Servicer under this Agreement, the Servicing Rights Pledgee or its designee shall be appointed as successor servicer (provided that at the time of such appointment the Servicing Rights Pledgee or such designee meets the requirements of a successor servicer set forth above) and the Servicing Rights Pledgee agrees to be subject to the terms of this Agreement. Any successor to a the Servicer as servicer shall give notice to the Mortgagors of such change of servicer. Any successor to a Servicer servicer and shall, during the term of its service as a Servicer servicer maintain in force the policy or policies of that the type that such Servicer is required to maintain pursuant to this Agreement. In connection with the termination or resignation of a Servicer hereunder, either (i) the successor Servicer, including the Trustee if the Trustee is acting as successor Servicer, shall represent and warrant that it is a member of MERS in good standing and shall agree to comply in all material respects with the rules and procedures of MERS in connection with the servicing of the Mortgage Loans that are registered with MERS, or (ii) the predecessor Servicer, at its sole expense, shall cooperate with the successor Servicer either (x) in causing MERS to execute and deliver an Assignment of Mortgage in recordable form to transfer the Mortgage from MERS to the Trustee and to execute and deliver such other notices, documents and other instruments as may be necessary or desirable to effect a transfer of such Mortgage Loan or servicing of such Mortgage Loan on the MERS® System to the successor Servicer or (y) in causing MERS to designate on the MERS® System the successor Servicer as the servicer of such Mortgage Loan (at the cost and expense of the successor Servicer to the extent such costs relate to the qualification of such successor Servicer as a member of MERS, otherwise at the cost and expense of the predecessor Servicer). The predecessor Servicer shall file or cause to be filed any such assignment in the appropriate recording office. The successor Servicer shall cause such assignment to be delivered to the Trustee promptly upon receipt of the original with evidence of recording thereon or a copy certified by the public recording office in which such assignment was recordedSection 6.05.

Trustee to Act; Appointment of Successor. On and after the time a Servicer receives a notice of termination pursuant to Section 7.01 of this AgreementAgreement or the resignation of such Servicer pursuant to Section 6.04, the Trustee or a successor servicer appointed pursuant to Section 7.01shall, subject to and to the extent provided herein, either shall be the successor to a such Servicer, but only in its capacity as servicer under this Agreement Agreement, and not in any other, and the transactions set forth herein or shall appoint a successor servicer, and in either event such successor servicer shall be subject to all the responsibilities, duties and liabilities relating thereto placed on such Servicer by the terms and provisions hereof and applicable law including the obligation to make Advances pursuant to Section 4.01. As compensation therefor, the successor servicer Trustee shall be entitled to all funds relating to the related Mortgage Loans that the terminated such Servicer would have been entitled to charge to a the Collection Account, provided that the terminated Servicer shall nonetheless be entitled to payment or reimbursement as provided in Section 3.09(a) 3.08 to the extent that such payment or reimbursement relates to the period prior to the completion termination of the transfer of servicing to a successor servicersuch Servicer. Notwithstanding the foregoing, if the Trustee has become the successor to the terminated a Servicer in accordance with Section 7.01, the Trustee may, if it shall be unwilling to so act, or shall, if it is prohibited by applicable law from making Advances pursuant to 4.01 hereof, or if it is otherwise unable to so act, appoint, or petition a court of competent jurisdiction to appoint, any established mortgage loan servicing institution the appointment of which does not adversely affect the then current rating of the Certificates by each Rating Agency, as the successor to the terminated such Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of such Servicer hereunder. Any successor to a Servicer shall be an institution which is a FNMA Fannie Mae or FHLMC approved Xxxxxxe Mac apxxxxxx seller/servicer for first and second loans in good standing, which has a net worth of at least $10,000,000, which is willing to service the related Mortgage Loans and which executes and delivers to the Depositor and the Trustee an agreement accepting such delegation and assignment, containing an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of such Servicer (other than liabilities of that such Servicer under Section 6.03 hereof incurred prior to termination of a such Servicer under Section 7.01 hereunder), with like effect as if originally named as a party to this Agreement; provided that each Rating Agency acknowledges that its rating of the Certificates in effect immediately prior to such assignment and delegation will not be qualified qualified, withdrawn or reduced downgraded as a result of such assignment and delegation. Any successor servicer appointed by DLJMC shall be rated as a servicer of subprime mortgage loans as “average” (or its equivalent) or better by each Rating Agency that maintains a servicer rating system. Pending appointment of a successor to a such Servicer hereunder, the Trustee, unless the Trustee or other successor servicer unless such entity is prohibited by law from so acting, shall, subject to the limitations described herein, act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on the related Mortgage Loans as it and such successor shall agree; provided, however, that no such compensation shall be in excess of a servicing fee rate of 0.50% per annum. To the extent that the compensation of any successor to WFBNA is calculated using a rate exceeding the then-current rate used to calculate the WFBNA Servicing Fee Rate, each Holder of a Class A-IO-S Certificate hereby agrees to a decrease in the Excess Servicing Fee Rate in an amount equal to such excessFee. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Neither the Trustee nor any other successor servicer shall be deemed to be in default by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the failure of the terminated such Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. Any successor to a Servicer shall give notice to the Mortgagors of such change of servicer. Any successor to a Servicer shall, during the term of its service as a Servicer maintain in force the policy or policies of the type that such Servicer is required to maintain pursuant to this Agreement. In connection with the termination or resignation of a any Servicer hereunder, either (i) the successor Servicerservicer, including the Trustee if the Trustee is acting as successor Servicer, shall represent and warrant that it is a member of MERS in good standing and shall agree to comply in all material respects with the rules and procedures of MERS in connection with the servicing of the Mortgage Loans that are registered with MERS, in which case the predecessor Servicer shall cooperate with the successor Servicer in causing MERS to revise its records to reflect the transfer of servicing to the successor Servicer as necessary under MERS' rules and regulations, or (ii) the predecessor Servicer, at its sole expense, Servicer shall cooperate with the successor Servicer either (x) in causing MERS to execute and deliver an Assignment assignment of Mortgage in recordable form to transfer the Mortgage from MERS to the Trustee and to execute and deliver such other notices, documents and other instruments as may be necessary or desirable to effect a transfer of such Mortgage Loan or servicing of such Mortgage Loan on the MERS® MERS(R) System to the successor Servicer or (y) in causing MERS to designate on the MERS® System the successor Servicer as the servicer of such Mortgage Loan (at the cost and expense of the successor Servicer to the extent such costs relate to the qualification of such successor Servicer as a member of MERS, otherwise at the cost and expense of the predecessor Servicer). The predecessor Servicer shall file or cause to be filed any such assignment in the appropriate recording office. The successor predecessor Servicer shall cause such assignment bear any and all fees of MERS, costs of preparing any assignments of Mortgage, and fees and costs of filing any assignments of Mortgage that may be required under this subsection. Any successor to be delivered a Servicer shall give notice to the Trustee promptly upon receipt Mortgagors of such change of servicer and shall, during the original with evidence term of recording thereon its service as servicer, maintain in force the policy or a copy certified by the public recording office in which policies that such assignment was recordedServicer is required to maintain pursuant to this Agreement.

Trustee to Act; Appointment of Successor. On and after the time a the Servicer receives a notice of termination pursuant to Section 7.01 of this Agreementhereof, the Trustee or a successor servicer appointed pursuant to Section 7.01shall, subject to and to the extent provided hereinin Section 3.04, either shall be the successor to a Servicer, but only the Servicer in its capacity as servicer under this Agreement and not in any other, and the transactions set forth or provided for herein or shall appoint a successor servicer, and in either event such successor servicer shall be subject to all the responsibilities, duties and liabilities relating thereto placed on such the Servicer by the terms and provisions hereof and applicable law including the obligation to make Advances advances pursuant to Section 4.01. As compensation therefor, subject to the successor servicer last paragraph of Section 7.01, the Trustee shall be entitled to all funds fees, costs and expenses relating to the related Mortgage Loans that the terminated Servicer would have been entitled to charge if the Servicer had continued to a Collection Account, provided that the terminated Servicer shall nonetheless be entitled to payment or reimbursement as provided in Section 3.09(a) to the extent that such payment or reimbursement relates to the period prior to the completion of the transfer of servicing to a successor serviceract hereunder. Notwithstanding the foregoing, if the Trustee has become the successor to the terminated Servicer in accordance with Section 7.017.01 hereof, the Trustee may, if it shall be unwilling to so act, or shall, if it is prohibited by applicable law from making Advances pursuant to Section 4.01 hereof, hereof or if it is otherwise unable to so act, appoint, or petition a court of competent jurisdiction to appoint, any established mortgage loan servicing institution the appointment of which does not adversely affect the then current rating of the Certificates by each Rating Agency, Agency as the successor to the terminated Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of such the Servicer hereunder. Any successor to a Servicer shall be an institution which that is a FNMA or and FHLMC approved seller/servicer in good standing, which that has a net worth of at least $10,000,00015,000,000, which and that is willing to service the related Mortgage Loans and which executes and delivers to the Depositor and the Trustee an agreement accepting such delegation and assignment, containing that contains an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of such the Servicer (other than liabilities of that the Servicer under Section 6.03 hereof incurred prior to termination of a Servicer under Section 7.01 hereunder), with like effect as if originally named as a party to this Agreement; provided that each Rating Agency acknowledges that its rating of the Certificates in effect immediately prior to such assignment and delegation will not be qualified or reduced as a result of such assignment and delegation. Any successor servicer appointed by DLJMC shall be rated as a servicer of subprime mortgage loans as “average” (or its equivalent) or better by each Rating Agency that maintains a servicer rating system. Pending appointment of a successor to a Servicer hereunder, the Trustee or other successor servicer unless such entity is prohibited by law from so acting, shall, subject to the limitations described herein, act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on the related Mortgage Loans as it and such successor shall agree; provided, however, that no such compensation shall be in excess of a servicing fee rate of 0.50% per annum. To the extent that the compensation of any successor to WFBNA is calculated using a rate exceeding the then-current rate used to calculate the WFBNA Servicing Fee Rate, each Holder of a Class A-IO-S Certificate hereby agrees to a decrease in the Excess Servicing Fee Rate in an amount equal to such excess. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Neither the Trustee nor any other successor servicer shall be deemed to be in default by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the failure of the terminated Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. Any successor to a Servicer shall give notice to the Mortgagors of such change of servicer. Any successor to a Servicer shall, during the term of its service as a Servicer maintain in force the policy or policies of the type that such Servicer is required to maintain pursuant to this Agreement. In connection with the termination or resignation of a Servicer hereunder, either (i) the successor Servicer, including the Trustee if the Trustee is acting as successor Servicer, shall represent and warrant that it is a member of MERS in good standing and shall agree to comply in all material respects with the rules and procedures of MERS in connection with the servicing of the Mortgage Loans that are registered with MERS, or (ii) the predecessor Servicer, at its sole expense, shall cooperate with the successor Servicer either (x) in causing MERS to execute and deliver an Assignment of Mortgage in recordable form to transfer the Mortgage from MERS to the Trustee and to execute and deliver such other notices, documents and other instruments as may be necessary or desirable to effect a transfer of such Mortgage Loan or servicing of such Mortgage Loan on the MERS® System to the successor Servicer or (y) in causing MERS to designate on the MERS® System the successor Servicer as the servicer of such Mortgage Loan (at the cost and expense of the successor Servicer to the extent such costs relate to the qualification of such successor Servicer as a member of MERS, otherwise at the cost and expense of the predecessor Servicer). The predecessor Servicer shall file or cause to be filed any such assignment in the appropriate recording office. The successor Servicer shall cause such assignment to be delivered to the Trustee promptly upon receipt of the original with evidence of recording thereon or a copy certified by the public recording office in which such assignment was recorded.under

Trustee to Act; Appointment of Successor. On and after the time a the Servicer receives a notice of termination pursuant to Section 7.01 of this Agreementhereof, the Trustee or a successor servicer appointed pursuant to Section 7.01shall, subject to and to the extent provided hereinin Section 3.04, either shall be the successor to a Servicer, but only the Servicer in its capacity as servicer under this Agreement and not in any other, and the transactions set forth or provided for herein or shall appoint a successor servicer, and in either event such successor servicer shall be subject to all the responsibilities, duties and liabilities relating thereto placed on such the Servicer by the terms and provisions hereof and applicable law including the obligation to make Advances advances pursuant to Section 4.01. As compensation therefor, subject to the successor servicer last paragraph of Section 7.01, the Trustee shall be entitled to all funds relating to the related Mortgage Loans fees, compensation and reimbursement for costs and expenses that the terminated Servicer would have been entitled to charge hereunder if the Servicer had continued to a Collection Account, provided that the terminated Servicer shall nonetheless be entitled to payment or reimbursement as provided in Section 3.09(a) to the extent that such payment or reimbursement relates to the period prior to the completion of the transfer of servicing to a successor serviceract hereunder. Notwithstanding the foregoing, if the Trustee has become the successor to the terminated Servicer in accordance with Section 7.017.01 hereof, the Trustee may, if it shall be unwilling to so act, or shall, if it is prohibited by applicable law from making Advances pursuant to Section 4.01 hereof, hereof or if it is otherwise unable to so act, appoint, or petition a court of competent jurisdiction to appoint, any established mortgage loan servicing institution the appointment of which and does not adversely affect the then current rating of the Certificates by each Rating Agency, Agency as the successor to the terminated Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of such the Servicer hereunder. Any successor to a Servicer shall be an institution which that is a FNMA or FHLMC Xxxxxx Xxx and Xxxxxxx Mac approved seller/servicer in good standing, which that has a net worth of at least $10,000,00015,000,000, which and that is willing to service the related Mortgage Loans and which executes and delivers to the Depositor and the Trustee an agreement accepting such delegation and assignment, containing that contains an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of such the Servicer (other than liabilities of that the Servicer under Section 6.03 hereof incurred prior to termination of a the Servicer under Section 7.01 hereunder7.01), with like effect as if originally named as a party to this Agreement; and provided further that each Rating Agency acknowledges that its rating of the Certificates in effect immediately prior to such assignment and delegation will not be qualified or reduced as a result of such assignment and delegation. Any No appointment of a successor to the Servicer hereunder shall be effective until the Trustee shall have consented thereto and written notice of such proposed appointment shall have been provided by the Trustee to each Certificateholder. The Trustee shall not resign as servicer until a successor servicer has been appointed by DLJMC shall be rated as a servicer of subprime mortgage loans as “average” (or its equivalent) or better by each Rating Agency that maintains a servicer rating systemand has accepted such appointment. Pending appointment of a successor to a the Servicer hereunder, the Trustee, unless the Trustee or other successor servicer unless such entity is prohibited by law from so acting, shall, subject to the limitations described hereinSection 3.04 hereof, act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on the related Mortgage Loans as it and such successor shall agree; provided, however, that no such compensation shall be in excess of a servicing fee rate of 0.50% per annum. To that permitted the extent that the compensation of any successor to WFBNA is calculated using a rate exceeding the then-current rate used to calculate the WFBNA Servicing Fee Rate, each Holder of a Class A-IO-S Certificate hereby agrees to a decrease in the Excess Servicing Fee Rate in an amount equal to such excessServicer hereunder. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Neither the Trustee nor any other successor servicer shall be deemed to be in default hereunder by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the failure of the terminated Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. Any successor to a the Servicer as servicer shall give notice to the Mortgagors of such change of servicer. Any successor to a Servicer servicer and shall, during the term of its service as a Servicer servicer maintain in force the policy or policies of that the type that such Servicer is required to maintain pursuant to this Agreement. In connection with the termination or resignation of a Servicer hereunder, either (i) the successor Servicer, including the Trustee if the Trustee is acting as successor Servicer, shall represent and warrant that it is a member of MERS in good standing and shall agree to comply in all material respects with the rules and procedures of MERS in connection with the servicing of the Mortgage Loans that are registered with MERS, or (ii) the predecessor Servicer, at its sole expense, shall cooperate with the successor Servicer either (x) in causing MERS to execute and deliver an Assignment of Mortgage in recordable form to transfer the Mortgage from MERS to the Trustee and to execute and deliver such other notices, documents and other instruments as may be necessary or desirable to effect a transfer of such Mortgage Loan or servicing of such Mortgage Loan on the MERS® System to the successor Servicer or (y) in causing MERS to designate on the MERS® System the successor Servicer as the servicer of such Mortgage Loan (at the cost and expense of the successor Servicer to the extent such costs relate to the qualification of such successor Servicer as a member of MERS, otherwise at the cost and expense of the predecessor Servicer). The predecessor Servicer shall file or cause to be filed any such assignment in the appropriate recording office. The successor Servicer shall cause such assignment to be delivered to the Trustee promptly upon receipt of the original with evidence of recording thereon or a copy certified by the public recording office in which such assignment was recordedSection 6.05.

Trustee to Act; Appointment of Successor. On and after the time a the Master Servicer receives a notice of termination pursuant to Section 7.01 of this Agreement7.01, the Trustee or a successor servicer appointed pursuant to Section 7.01shall, subject to and to the extent provided hereinin Section 3.05, either shall be the successor to a Servicer, but only the Master Servicer in its capacity as servicer Master Servicer under this Agreement and not in any other, and the transactions set forth provided for herein or shall appoint a successor servicer, and in either event such successor servicer shall be subject to all the responsibilities, duties and liabilities (other than any liabilities incurred by the Master Servicer prior to its termination hereunder) relating thereto placed on such the Master Servicer by the terms and provisions hereof and applicable law law, including the obligation to make Advances pursuant to Section 4.01. As compensation therefor, the successor servicer Trustee shall be entitled to all funds relating to the related Mortgage Loans that the terminated Master Servicer would have been entitled to charge to a Collection Account, provided that the terminated Certificate Account or Distribution Account if the Master Servicer shall nonetheless be entitled had continued to payment or reimbursement as provided in Section 3.09(a) to the extent that such payment or reimbursement relates to the period prior to the completion of the transfer of servicing to a successor serviceract hereunder. Notwithstanding the foregoing, if the Trustee has become the successor to the terminated Master Servicer in accordance with Section 7.01, the Trustee may, if it shall be unwilling to so act, or shall, if it is prohibited by applicable law from making Advances pursuant to Section 4.01 hereof, or if it is otherwise unable to so act, appoint, or petition a court of competent jurisdiction to appoint, any established mortgage loan servicing institution reasonably acceptable to the NIM Insurer (as evidenced by the prior written consent of the NIM Insurer) the appointment of which does not adversely affect the then current rating of the Certificates and the NIM Insurer guaranteed notes by each Rating Agency, as the successor to the terminated Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities obligations of such the Master Servicer hereunder. Any successor to a the Master Servicer shall be an institution which that is a FNMA or and FHLMC approved seller/servicer in good standing, which that has a net worth of at least $10,000,00015,000,000, which that is willing to service the related Mortgage Loans Loans, and which that executes and delivers to the Depositor and the Trustee an agreement accepting such delegation and assignment, containing an assumption by such Person it of the rights, powers, duties, responsibilities, rights and obligations and liabilities of such the Master Servicer (other than liabilities of that the Master Servicer under Section 6.03 hereof incurred prior to before termination of a the Master Servicer under Section 7.01 hereunder7.01), with like effect as if originally named as a party to this Agreement; provided PROVIDED that each Rating Agency acknowledges that its rating of the Certificates in effect immediately prior to such before the assignment and delegation will not be qualified or reduced reduced, as a result of such the assignment and delegation. Any successor servicer appointed by DLJMC shall be rated as a servicer of subprime mortgage loans as “average” (or its equivalent) or better by each Rating Agency that maintains a servicer rating system. Pending appointment of a successor to a the Master Servicer hereunder, the Trustee, unless the Trustee or other successor servicer unless such entity is prohibited by law from so acting, shall, subject to the limitations described hereinSection 3.05, act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such the successor out of payments on the related Mortgage Loans as it and such the successor shall agree; provided, however, that no . No such compensation shall be in excess of a servicing fee rate of 0.50% per annum. To exceed the extent that the compensation of any successor to WFBNA is calculated using a rate exceeding the then-current rate used to calculate the WFBNA Master Servicing Fee Rate, each Holder of a Class A-IO-S Certificate hereby agrees to a decrease in the Excess Servicing Fee Rate in an amount equal to such excess. The Trustee and such the successor shall take such any action, consistent with this Agreement, as shall be necessary to effectuate any such the succession. Neither the Trustee nor any other successor servicer Master Servicer shall be deemed to be in default by reason hereunder because of any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the failure of the terminated Master Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents documents, or records to it. Any The appointment of a successor to a Master Servicer shall give notice not affect any liability of the predecessor Master Servicer that my have arisen under this Agreement before its termination as Master Servicer to pay any deductible under an insurance policy, to indemnify any person, or otherwise, nor shall any successor Master Servicer be liable for any acts or omissions of the Mortgagors predecessor Master Servicer or for any breach by the Master Servicer of such change of servicer. Any successor to a Servicer shall, during the term any of its service as a Servicer maintain representations and warranties contained in force the policy or policies of the type that such Servicer is required to maintain pursuant to this Agreement. In connection with the termination or resignation of a the Master Servicer hereunder, either (i) the successor Master Servicer, including the Trustee if the Trustee is acting as successor Master Servicer, shall represent and warrant that it is a member of MERS in good standing and shall agree to comply in all material respects with the rules and procedures of MERS in connection with the servicing of the Mortgage Loans that are registered with MERS, or (ii) the predecessor Servicer, at its sole expense, Master Servicer shall cooperate with the successor Master Servicer either (x) in causing MERS to execute and deliver an Assignment assignment of Mortgage in recordable form to transfer the Mortgage from MERS to the Trustee and to execute and deliver such other notices, documents and other instruments as may be necessary or desirable to effect a transfer of such Mortgage Loan or servicing of such Mortgage Loan on the MERS® MERS(R) System to the successor Master Servicer or (y) in causing MERS to designate on the MERS® MERS(R) System the successor Master Servicer as the servicer of such Mortgage Loan (at the cost and expense of the successor Servicer to the extent such costs relate to the qualification of such successor Servicer as a member of MERS, otherwise at the cost and expense of the predecessor Servicer)Loan. The predecessor Master Servicer shall file or cause to be filed any such assignment in the appropriate recording office. The successor Master Servicer shall cause such assignment to be delivered to the Trustee promptly upon receipt of the original with evidence of recording thereon or a copy certified by the public recording office in which such assignment was recorded. Any successor to the Master Servicer as Master Servicer shall give notice to the NIM Insurer and the Mortgagors of the change of servicer and shall, during the term of its service as Master Servicer, maintain in force the policy or policies that the Master Servicer is required to maintain pursuant to Section 6.05.

Trustee to Act; Appointment of Successor. On (a) If an ---------------------------------------- Event of Default shall occur, then, in each and after every case, subject to applicable law, so long as any such Event of Default shall not have been remedied within any period of time prescribed by the time a Servicer receives a notice of termination pursuant to Section 7.01 of this Sale and Servicing Agreement, the Trustee by notice in writing to the Servicer may, and shall, if so directed by Certificateholders evidencing more than 50% of the Class Certificate Principal Amount (or a successor servicer appointed pursuant to Section 7.01Aggregate Notional Amount) of each Class of Certificates, subject to terminate all of the rights and obligations of the Servicer under the Sale and Servicing Agreement and in and to the extent provided hereinMortgage Loans and the proceeds thereof. On or after the receipt by the Servicer of such written notice, either shall be all authority and power of the successor to a Servicer, but and only in its capacity as servicer Servicer under this Agreement the Sale and not Servicing Agreement, whether with respect to the Mortgage Loans or otherwise, shall pass to and be vested in any other, the Trustee pursuant to and the transactions set forth herein or shall appoint a successor servicer, and in either event such successor servicer shall be subject to all the responsibilities, duties and liabilities relating thereto placed on such Servicer by under the terms and provisions hereof and applicable law including the obligation to make Advances pursuant to Section 4.01. As compensation therefor, the successor servicer shall be entitled to all funds relating to the related Mortgage Loans that the terminated Servicer would have been entitled to charge to a Collection Account, provided that the terminated Servicer shall nonetheless be entitled to payment or reimbursement as provided in Section 3.09(a) to the extent that such payment or reimbursement relates to the period prior to the completion of the transfer of servicing to a successor servicer. Notwithstanding the foregoing, if the Trustee has become the successor to the terminated Servicer in accordance with Section 7.01, the Trustee may, if it shall be unwilling to so act, or shall, if it is prohibited by applicable law from making Advances pursuant to 4.01 hereof, or if it is otherwise unable to so act, appoint, or petition a court of competent jurisdiction to appoint, any established mortgage loan servicing institution the appointment of which does not adversely affect the then current rating of the Certificates by each Rating Agency, as the successor to the terminated Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of such Servicer hereunder. Any successor to a Servicer shall be an institution which is a FNMA or FHLMC approved seller/servicer in good standing, which has a net worth of at least $10,000,000, which is willing to service the related Mortgage Loans Sale and which executes and delivers to the Depositor Servicing Agreement; and the Trustee an agreement accepting such delegation is hereby authorized and assignmentempowered to execute and deliver, containing an assumption by such Person on behalf of the rightsdefaulting Servicer as attorney-in-fact or otherwise, powersany and all documents and other instruments, duties, responsibilities, obligations and liabilities to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such Servicer (other than liabilities notice of that Servicer under Section 6.03 hereof incurred prior termination, whether to termination of a Servicer under Section 7.01 hereunder), with like effect as if originally named as a party to this Agreement; provided that each Rating Agency acknowledges that its rating of complete the Certificates in effect immediately prior to such transfer and endorsement or assignment and delegation will not be qualified or reduced as a result of such assignment and delegation. Any successor servicer appointed by DLJMC shall be rated as a servicer of subprime mortgage loans as “average” (or its equivalent) or better by each Rating Agency that maintains a servicer rating system. Pending appointment of a successor to a Servicer hereunder, the Trustee or other successor servicer unless such entity is prohibited by law from so acting, shall, subject to the limitations described herein, act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on the related Mortgage Loans as it and such successor shall agree; provided, however, that no such compensation shall be in excess of a servicing fee rate of 0.50% per annum. To the extent that the compensation of any successor to WFBNA is calculated using a rate exceeding the then-current rate used to calculate the WFBNA Servicing Fee Rate, each Holder of a Class A-IO-S Certificate hereby agrees to a decrease in the Excess Servicing Fee Rate in an amount equal to such excess. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Neither the Trustee nor any other successor servicer shall be deemed to be in default by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the failure of the terminated Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. Any successor to a Servicer shall give notice to the Mortgagors of such change of servicer. Any successor to a Servicer shall, during the term of its service as a Servicer maintain in force the policy or policies of the type that such Servicer is required to maintain pursuant to this Agreement. In connection with the termination or resignation of a Servicer hereunder, either (i) the successor Servicer, including the Trustee if the Trustee is acting as successor Servicer, shall represent and warrant that it is a member of MERS in good standing and shall agree to comply in all material respects with the rules and procedures of MERS in connection with the servicing of the Mortgage Loans that are registered with MERSand related documents or otherwise. If any Event of Default shall occur, or (ii) the predecessor Servicer, at its sole expense, Trustee shall cooperate with promptly notify the successor Servicer either (x) in causing MERS to execute Rating Agencies of the nature and deliver an Assignment extent of Mortgage in recordable form to transfer the Mortgage from MERS such Event of Default. The Trustee shall immediately give written notice to the Trustee and Servicer upon such Servicer's failure to execute and deliver such other notices, documents and other instruments as may be necessary or desirable to effect a transfer of such Mortgage Loan or servicing of such Mortgage Loan remit funds on the MERS® System to the successor Servicer or (y) in causing MERS to designate on the MERS® System the successor Servicer as the servicer of such Mortgage Loan (at the cost and expense of the successor Servicer to the extent such costs relate to the qualification of such successor Servicer as a member of MERS, otherwise at the cost and expense of the predecessor Servicer). The predecessor Servicer shall file or cause to be filed any such assignment in the appropriate recording office. The successor Servicer shall cause such assignment to be delivered to the Trustee promptly upon receipt of the original with evidence of recording thereon or a copy certified by the public recording office in which such assignment was recordedRemittance Date.

Trustee to Act; Appointment of Successor. (a) On and after the time a the Servicer receives a notice of termination pursuant to Section 7.01 of this Agreement8.01 or 7.04, the Trustee or a successor servicer appointed pursuant to Section 7.01, subject to and to the extent provided herein, either shall be the successor in all respects to a Servicer, but only the Servicer in its capacity as servicer under this Agreement and not in any other, and the transactions set forth or provided for herein or shall appoint a successor servicer, and in either event such successor servicer shall be subject to all the responsibilities, duties and liabilities relating thereto placed on such the Servicer by the terms and provisions hereof arising on and applicable law including the obligation to make Advances pursuant to Section 4.01after its succession. As compensation therefor, the successor servicer Trustee shall be entitled to all funds relating to such compensation as the related Mortgage Loans that the terminated Servicer would have been entitled to charge to a Collection Account, provided that the terminated Servicer shall nonetheless be entitled to payment or reimbursement as provided in Section 3.09(a) to the extent that hereunder if no such payment or reimbursement relates to the period prior to the completion notice of the transfer of servicing to a successor servicertermination had been given. Notwithstanding the foregoingabove, (i) if the Trustee has become is unwilling to act as successor Servicer, or (ii) if the successor Trustee is legally unable so to the terminated Servicer in accordance with Section 7.01act, the Trustee may, if it may (in the situation described in clause (i)) or shall be unwilling to so act, or shall, if it is prohibited by applicable law from making Advances pursuant to 4.01 hereof, or if it is otherwise unable to so act, appoint, (in the situation described in clause (ii)) appoint or petition a court of competent jurisdiction to appoint, any established housing and home finance institution, bank or other mortgage loan servicing institution the appointment or home equity loan servicer having a net worth of which does not adversely affect the then current rating of the Certificates by each Rating Agency, less than $25,000,000 as the successor to the terminated Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of such the Servicer hereunder. Any ; provided that any such successor to a Servicer shall be an institution which is a FNMA or FHLMC approved seller/servicer in good standing, which has a net worth of at least $10,000,000, which is willing to service the related Mortgage Loans and which executes and delivers acceptable to the Depositor Certificate Insurer, as evidenced by the Certificate Insurer’s prior written consent which consent shall not be unreasonably withheld and provided further that the Trustee an agreement accepting appointment of any such delegation and assignmentsuccessor Servicer will not result in the qualification, containing an assumption by such Person reduction or withdrawal of the rights, powers, duties, responsibilities, obligations and liabilities of such Servicer (other than liabilities of that Servicer under Section 6.03 hereof incurred prior ratings assigned to termination of a Servicer under Section 7.01 hereunder), with like effect as if originally named as a party to this Agreement; provided that each Rating Agency acknowledges that its rating of the Certificates in by the Rating Agencies without giving effect immediately prior to such assignment and delegation will not be qualified or reduced as a result of such assignment and delegation. Any successor servicer appointed by DLJMC shall be rated as a servicer of subprime mortgage loans as “average” (or its equivalent) or better by each Rating Agency that maintains a servicer rating systemthe Certificate Insurance Policy. Pending appointment of a successor to a the Servicer hereunder, unless the Trustee or other successor servicer unless such entity is prohibited by law from so acting, shall, subject to the limitations described herein, Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the successor shall be entitled to receive compensation of such successor out of payments on the related Mortgage Loans in an amount equal to the compensation which the Servicer would otherwise have received pursuant to Section 3.09 (or such lesser compensation as it the Trustee and such successor shall agree; provided, however, that no such compensation shall be in excess ). The appointment of a servicing fee rate successor Servicer shall not affect any liability of 0.50% per annum. To the extent that predecessor Servicer which may have arisen under this Agreement prior to its termination as Servicer to pay any deductible under an insurance policy pursuant to Section 3.05 or to indemnify the compensation Trustee pursuant to Section 7.06), nor shall any successor Servicer be liable for any acts or omissions of the predecessor Servicer or for any breach by such Servicer of any successor to WFBNA is calculated using a rate exceeding the then-current rate used to calculate the WFBNA Servicing Fee Rate, each Holder of a Class A-IO-S Certificate hereby agrees to a decrease its representations or warranties contained herein or in the Excess Servicing Fee Rate in an amount equal to such excessany related document or agreement. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Neither The Trustee shall pay to the Trustee nor any other Servicer the amount, if any, paid by a successor servicer shall be deemed to be in default for the servicing rights, after payment of the expenses of sale and amounts owed by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the failure of the terminated Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. Any successor to a Servicer shall give notice to the Mortgagors of such change of servicer. Any successor to a Servicer shall, during the term of its service as a Servicer maintain in force the policy or policies of the type that such Servicer is required to maintain pursuant to this Agreement. In connection with the termination or resignation of a Servicer hereunder, either (i) the successor Servicer, including the Trustee if the Trustee is acting as successor Servicer, shall represent and warrant that it is a member of MERS in good standing and shall agree to comply in all material respects with the rules and procedures of MERS in connection with the servicing of the Mortgage Loans that are registered with MERS, or (ii) the predecessor Servicer, at its sole expense, shall cooperate with the successor Servicer either (x) in causing MERS to execute and deliver an Assignment of Mortgage in recordable form to transfer the Mortgage from MERS to the Trustee and to execute and deliver such other notices, documents and other instruments as may be necessary or desirable to effect a transfer of such Mortgage Loan or servicing of such Mortgage Loan on the MERS® System to the successor Servicer or (y) in causing MERS to designate on the MERS® System the successor Servicer as the servicer of such Mortgage Loan (at the cost and expense of the successor Servicer to the extent such costs relate to the qualification of such successor Servicer as a member of MERS, otherwise at the cost and expense of the predecessor Servicer). The predecessor Servicer shall file or cause to be filed any such assignment in the appropriate recording office. The successor Servicer shall cause such assignment to be delivered to the Trustee promptly upon receipt of the original with evidence of recording thereon or a copy certified by the public recording office in which such assignment was recordedTrust.

Trustee to Act; Appointment of Successor. On and after the time a Servicer or the Countrywide Servicer, as applicable, receives a notice of termination pursuant to Section 3.24 or Section 7.01 of this Agreementor pursuant to the CHL Agreements, as applicable, the Trustee or a successor servicer appointed pursuant to Section 7.01shall, subject to and to the extent provided hereinin Section 3.05, either shall be the successor to a such Servicer or the Countrywide Servicer, but only as applicable, in its capacity as servicer under this Agreement and not in any other, or the CHL Agreements and the transactions set forth or provided for herein or shall appoint a successor servicer, and in either event such successor servicer shall be subject to all the responsibilities, duties and liabilities relating thereto placed on such Servicer or the Countrywide Servicer, as applicable, by the terms and provisions hereof or thereof and applicable law including the obligation to make P&I Advances or Servicing Advances pursuant to Section 4.013.24 or Section 7.01 or pursuant to the CHL Agreements, as applicable. As compensation therefor, the successor servicer Trustee shall be entitled to all funds relating to the related Mortgage Loans that such Servicer or the terminated Servicer Countrywide Servicer, as applicable, would have been entitled to charge to a its Collection AccountAccount if such Servicer or the Countrywide Servicer, provided that as applicable, had continued to act hereunder or thereunder, including, if such Servicer or the terminated Countrywide Servicer, as applicable, was receiving the Servicing Fee, the Servicing Fee and the income on investments or gain related to its Collection Account and the Distribution Account which such Servicer shall nonetheless or the Countrywide Servicer, as applicable, would be entitled to payment receive (in addition to income on investments or reimbursement as provided in Section 3.09(a) gain related to the extent that such payment or reimbursement relates to Distribution Account for the period prior to the completion benefit of the transfer of servicing to a successor servicerTrustee during the Trustee Float Period). Notwithstanding the foregoing, if the Trustee has become the successor to the terminated Servicer or the Countrywide Servicer, as applicable, in accordance with Section 7.01, the Trustee may, if it shall be unwilling to so act, or shall, if it is prohibited by applicable law from making P&I Advances and Servicing Advances pursuant to Section 4.01 hereofor pursuant to the CHL Agreements, or as applicable, if it is otherwise unable to so actact or at the written request of Certificateholders entitled to at least a majority of the Voting Rights, appoint, or petition a court of competent jurisdiction to appoint, any established mortgage loan servicing institution the appointment of which does not adversely affect the then current rating of the Certificates by each Rating Agency, as the successor to the terminated Servicer such servicer hereunder or thereunder in the assumption of all or any part of the responsibilities, duties or liabilities of such Servicer hereunderservicer hereunder or thereunder. Any successor to a Servicer such servicer shall be an institution which is a FNMA or FHLMC Fannie Mae and Freddie Mac approved seller/servicer in good standing, which has a net hax x xxt worth of at least ox xx xxast $10,000,00030,000,000, which is willing to service the related Mortgage Loans and which executes and delivers to the Depositor and the Trustee an agreement accepting such delegation and assignment, containing an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of such Servicer terminated servicer (other than liabilities of that Servicer such terminated servicer under Section 6.03 hereof incurred prior to termination of a Servicer such servicer under Section 7.01 hereunder7.01), with like effect as if originally named as a party to this Agreement; provided provided, that each Rating Agency acknowledges that its rating of the Certificates in effect immediately prior to such assignment and delegation will not be qualified or reduced reduced, as a result of such assignment and delegation. Any successor servicer appointed by DLJMC shall be rated as a servicer of subprime mortgage loans as “average” (or its equivalent) or better by each Rating Agency that maintains a servicer rating system. Pending appointment of a successor to a Servicer hereunderservicer hereunder or thereunder, the Trustee, unless the Trustee or other successor servicer unless such entity is prohibited by law from so acting, shall, subject to the limitations described hereinSection 3.05, act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on the related Mortgage Loans as it and such successor shall agree; provided, however, that no such compensation shall be in excess of a servicing fee rate of 0.50% per annum. To the extent that the compensation of any successor to WFBNA is calculated using a rate exceeding the then-current rate used to calculate the WFBNA Servicing Fee Rate, each Holder of a Class A-IO-S Certificate hereby agrees to a decrease in the Excess Servicing Fee Rate in an amount equal and amounts paid to such excessthe predecessor servicer from investments. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Neither the Trustee nor any other successor servicer Servicer shall be deemed to be in default hereunder by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the failure of the terminated Servicer predecessor servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. Any successor In the event that a Servicer is terminated pursuant to Section 7.01, such terminated Servicer shall be responsible for the servicing transfer, provide notices to the Mortgagors, arrange for and transfer the Servicing Files to a successor Servicer, pay all of its own out-of-pocket costs and expenses at its own expense and pay all costs and expenses of all other parties hereto relating to the transfer of the related Servicing Files to a successor Servicer (excluding set-up costs and other administrative expenses of the successor Servicer), and in all other cases the successor Servicer shall give notice pay for such costs and expenses but shall not be entitled to reimbursement therefor from the Mortgagors Trust Fund. Such amounts payable by the terminated Servicer shall be paid by the terminated Servicer promptly upon presentation of reasonable documentation of such change costs. If the Trustee is the predecessor Servicer (except in the case where the Trustee in its role as successor Servicer is being terminated pursuant to Section 7.01 by reason of serviceran Event of Default caused solely by the Trustee as the successor servicer and not by the predecessor Servicer's actions or omissions), such costs shall be paid by the prior terminated Servicer promptly upon presentation of reasonable documentation of such costs. Any successor to a Servicer as servicer shall give notice to the related Mortgagors of such change of servicer and shall, during the term of its service as a Servicer servicer, maintain in force the policy or policies of the type that such each Servicer is required to maintain pursuant to this Agreement. In connection with the termination or resignation of a Servicer hereunder, either (i) the successor Servicer, including the Trustee if the Trustee is acting as successor Servicer, shall represent and warrant that it is a member of MERS in good standing and shall agree to comply in all material respects with the rules and procedures of MERS in connection with the servicing of the Mortgage Loans that are registered with MERS, or (ii) the predecessor Servicer, at its sole expense, shall cooperate with the successor Servicer either (x) in causing MERS to execute and deliver an Assignment of Mortgage in recordable form to transfer the Mortgage from MERS to the Trustee and to execute and deliver such other notices, documents and other instruments as may be necessary or desirable to effect a transfer of such Mortgage Loan or servicing of such Mortgage Loan on the MERS® System to the successor Servicer or (y) in causing MERS to designate on the MERS® System the successor Servicer as the servicer of such Mortgage Loan (at the cost and expense of the successor Servicer to the extent such costs relate to the qualification of such successor Servicer as a member of MERS, otherwise at the cost and expense of the predecessor Servicer). The predecessor Servicer shall file or cause to be filed any such assignment in the appropriate recording office. The successor Servicer shall cause such assignment to be delivered to the Trustee promptly upon receipt of the original with evidence of recording thereon or a copy certified by the public recording office in which such assignment was recordedSection 3.13.

Trustee to Act; Appointment of Successor. On and after the time a Servicer receives a notice of termination pursuant to Section 7.01 of this AgreementAgreement or the resignation of a Servicer pursuant to Section 6.04, the Trustee or a successor servicer appointed pursuant to Section 7.01shall, subject to and to the extent provided herein, either shall be the successor to a the related Servicer, but only in its capacity as servicer under this Agreement Agreement, and not in any other, and the transactions set forth herein or shall appoint a successor servicer, and in either event such successor servicer shall be subject to all the responsibilities, duties and liabilities relating thereto placed on such the related Servicer by the terms and provisions hereof and applicable law including the obligation to make Advances pursuant to Section 4.01. As compensation therefor, the successor servicer Trustee shall be entitled to all funds relating to the related Mortgage Loans that the terminated related Servicer would have been entitled to charge to a the Collection Account, provided that the terminated Servicer shall nonetheless be entitled to payment or reimbursement as provided in Section 3.09(a) 3.08 to the extent that such payment or reimbursement relates to the period prior to the completion termination of the transfer of servicing to a successor servicerrelated Servicer. Notwithstanding the foregoing, if the Trustee has become the successor to the terminated a Servicer in accordance with Section 7.01, the Trustee may, if it shall be unwilling to so act, or shall, if it is prohibited by applicable law from making Advances pursuant to 4.01 hereof, or if it is otherwise unable to so act, appoint, or petition a court of competent jurisdiction to appoint, any established mortgage loan servicing institution the appointment of which does not adversely affect the then current rating of the Certificates by each Rating Agency, as the successor to the terminated a Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of such a Servicer hereunder. Any successor to a Servicer shall be an institution which is a FNMA Xxxxxx Mae or FHLMC Xxxxxxx Mac approved seller/servicer for first and second loans in good standing, which has a net worth of at least $10,000,000, which is willing to service the related Mortgage Loans and which executes and delivers to the Depositor and the Trustee an agreement accepting such delegation and assignment, containing an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of such the related Servicer (other than liabilities of that the related Servicer under Section 6.03 hereof incurred prior to termination of a the related Servicer under Section 7.01 hereunder), with like effect as if originally named as a party to this Agreement; provided that each Rating Agency acknowledges that its rating of the Certificates in effect immediately prior to such assignment and delegation will not be qualified qualified, withdrawn or reduced downgraded as a result of such assignment and delegation. Any successor servicer appointed by DLJMC shall be rated as a servicer of subprime mortgage loans as “average” (or its equivalent) or better by each Rating Agency that maintains a servicer rating system. Pending appointment of a successor to a Servicer hereunder, the Trustee, unless the Trustee or other successor servicer unless such entity is prohibited by law from so acting, shall, subject to the limitations described herein, act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on the related Mortgage Loans as it and such successor shall agree; provided, however, that no such compensation shall be in excess of a servicing fee rate of 0.50% per annum. To the extent that the compensation of any successor to WFBNA is calculated using a rate exceeding the then-current rate used to calculate the WFBNA Servicing Fee Rate, each Holder of a Class A-IO-S Certificate hereby agrees to a decrease in the Excess Servicing Fee Rate in an amount equal to such excessFee. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Neither the Trustee nor any other successor servicer shall be deemed to be in default by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the failure of the terminated related Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. Any successor to a Servicer shall give notice to the Mortgagors of such change of servicer. Any successor to a Servicer shall, during the term of its service as a Servicer maintain in force the policy or policies of the type that such Servicer is required to maintain pursuant to this Agreement. In connection with the termination or resignation of a any Servicer hereunder, either (i) the successor Servicerservicer, including the Trustee if the Trustee is acting as successor Servicer, shall represent and warrant that it is a member of MERS in good standing and shall agree to comply in all material respects with the rules and procedures of MERS in connection with the servicing of the Mortgage Loans that are registered with MERS, in which case the predecessor Servicer shall cooperate with the successor Servicer in causing MERS to revise its records to reflect the transfer of servicing to the successor Servicer as necessary under MERS' rules and regulations, or (ii) the predecessor Servicer, at its sole expense, Servicer shall cooperate with the successor Servicer either (x) in causing MERS to execute and deliver an Assignment assignment of Mortgage in recordable form to transfer the Mortgage from MERS to the Trustee and to execute and deliver such other notices, documents and other instruments as may be necessary or desirable to effect a transfer of such Mortgage Loan or servicing of such Mortgage Loan on the MERS® MERS(R) System to the successor Servicer or (y) in causing MERS to designate on the MERS® System the successor Servicer as the servicer of such Mortgage Loan (at the cost and expense of the successor Servicer to the extent such costs relate to the qualification of such successor Servicer as a member of MERS, otherwise at the cost and expense of the predecessor Servicer). The predecessor Servicer shall file or cause to be filed any such assignment in the appropriate recording office. The successor predecessor Servicer shall cause such assignment bear any and all fees of MERS, costs of preparing any assignments of Mortgage, and fees and costs of filing any assignments of Mortgage that may be required under this subsection. Any successor to be delivered a Servicer shall give notice to the Trustee promptly upon receipt Mortgagors of such change of servicer and shall, during the original with evidence term of recording thereon its service as servicer, maintain in force the policy or a copy certified by the public recording office in which policies that such assignment was recordedServicer is required to maintain pursuant to this Agreement.

Trustee to Act; Appointment of Successor. On and after the time a the Servicer receives a notice of termination pursuant to Section 7.01 of this Agreement, the Trustee or a successor servicer appointed pursuant to Section 7.01, subject to and to the extent provided herein, either shall be the successor to a the Servicer, but only in its capacity as servicer under this Agreement and not in any other, and the transactions set forth herein or shall appoint a successor servicer, and in either event such successor servicer shall be subject to all the responsibilities, duties and liabilities relating thereto placed on such the Servicer by the terms and provisions hereof and applicable law including the obligation to make Advances pursuant to Section 4.01. As compensation therefor, the successor servicer shall be entitled to all funds relating to the related Mortgage Loans that the terminated Servicer would have been entitled to charge to a Collection Account, provided that the terminated Servicer shall nonetheless be entitled to payment or reimbursement as provided in Section 3.09(a) to the extent that such payment or reimbursement relates to the period prior to the completion of the transfer of servicing to a successor servicer. Notwithstanding the foregoing, if the Trustee has become the successor to the terminated Servicer in accordance with Section 7.01, the Trustee may, if it shall be unwilling to so act, or shall, if it is prohibited by applicable law from making Advances pursuant to 4.01 hereof, or if it is otherwise unable to so act, appoint, or petition a court of competent jurisdiction to appoint, any established mortgage loan servicing institution the appointment of which does not adversely affect the then current rating of the Certificates by each Rating Agency, as the successor to the terminated Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of such the Servicer hereunder. Any successor to a the Servicer shall be an institution which is a FNMA or FHLMC approved seller/servicer in good standing, which has a net worth of at least $10,000,000, which is willing to service the related Mortgage Loans and which executes and delivers to the Depositor and the Trustee an agreement accepting such delegation and assignment, containing an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of such the Servicer (other than liabilities of that the Servicer under Section 6.03 hereof incurred prior to termination of a the Servicer under Section 7.01 hereunder), with like effect as if originally named as a party to this Agreement; provided that each Rating Agency acknowledges that its rating of the Certificates in effect immediately prior to such assignment and delegation will not be qualified or reduced as a result of such assignment and delegation. Any successor servicer appointed by DLJMC shall be rated as a servicer of subprime mortgage loans as “average” (or its equivalent) or better by each Rating Agency that maintains a servicer rating system. Pending appointment of a successor to a the Servicer hereunder, the Trustee or other successor servicer unless such entity is prohibited by law from so acting, shall, subject to the limitations described herein, act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on the related Mortgage Loans as it and such successor shall agree; provided, however, that no such compensation shall be in excess of a servicing fee rate of the Servicing Fee, assuming for this purpose that the Servicing Fee Rate is 0.50% per annum, for any other successor. To the extent that the compensation of any successor to WFBNA the Servicer is calculated using a rate exceeding the then-current rate used to calculate the WFBNA Ocwen Servicing Fee RateRate (as defined in the Ocwen Side Letter), as the case may be, each Holder of a Class A-IO-S Certificate hereby agrees to a decrease in the Excess Servicing Fee Rate in an amount equal to such excess. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Neither the Trustee nor any other successor servicer shall be deemed to be in default by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the failure of the terminated Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. Any successor to a the Servicer or shall give notice to the Mortgagors of such change of servicer. Any successor to a the Servicer shall, during the term of its service as a the Servicer maintain in force the policy or policies of the type that such the Servicer is required to maintain pursuant to this Agreement. In connection with the termination or resignation of a the Servicer hereunder, either (i) the successor Servicer, including the Trustee if the Trustee is acting as successor Servicer, shall represent and warrant that it is a member of MERS in good standing and shall agree to comply in all material respects with the rules and procedures of MERS in connection with the servicing of the Mortgage Loans that are registered with MERS, or (ii) the predecessor Servicer, at its sole expense, shall cooperate with the successor Servicer either (x) in causing MERS to execute and deliver an Assignment of Mortgage in recordable form to transfer the Mortgage from MERS to the Trustee and to execute and deliver such other notices, documents and other instruments as may be necessary or desirable to effect a transfer of such Mortgage Loan or servicing of such Mortgage Loan on the MERS® System to the successor Servicer or (y) in causing MERS to designate on the MERS® System the successor Servicer as the servicer of such Mortgage Loan (at the cost and expense of the successor Servicer to the extent such costs relate to the qualification of such successor Servicer as a member of MERS, otherwise at the cost and expense of the predecessor Servicer). The predecessor Servicer shall file or cause to be filed any such assignment in the appropriate recording office. The successor Servicer shall cause such assignment to be delivered to the Trustee promptly upon receipt of the original with evidence of recording thereon or a copy certified by the public recording office in which such assignment was recorded.

Trustee to Act; Appointment of Successor. On and after the time a the Master Servicer receives a notice of termination pursuant to Section 7.01 of this Agreement, 8.01 hereof the Trustee or a successor servicer appointed pursuant to Section 7.01, subject to and to the extent provided herein, either shall be automatically become the successor to a Servicer, but only in its capacity as servicer under this Agreement and not in any other, and the Master Servicer with respect to the transactions set forth or provided for herein or shall appoint and after a successor servicertransition period (not to exceed 90 days), and in either event such successor servicer shall be subject to all the responsibilities, duties and liabilities relating thereto placed on such the Master Servicer by the terms and provisions hereof and applicable law including including, if applicable, the obligation to make Advances pursuant to Section 4.015.01 hereof, and payments of Compensating Interest pursuant to Section 5.02 hereof, except as otherwise provided herein. As Effective on the date of such notice of termination, as compensation therefor, the successor servicer Trustee shall be entitled to all funds fees, costs and expenses relating to the related Mortgage Loans that the terminated Master Servicer would have been entitled to charge if it had continued to a Collection Accountact hereunder, provided provided, however, that the terminated Servicer Trustee shall nonetheless not be entitled (i) liable for any losses pursuant to payment Section 3.09 or reimbursement Section 4.02(c) or as provided in Section 3.09(a) to the extent that such payment a result of any acts or reimbursement relates to the period prior to the completion omissions of the transfer Master Servicer, (ii) obligated to make Advances if it is prohibited from doing so under applicable law, (iii) obligated to effectuate any repurchases or substitutions of servicing Mortgage Loans hereunder, including pursuant to a successor servicerSection 2.02 or 2.03 hereof, (iv) responsible for expenses of the Master Servicer pursuant to Section 2.03 or (v) deemed to have made any representations and warranties hereunder, including pursuant to Section 2.03. Notwithstanding the foregoing, if the Trustee has become the successor to the terminated Servicer in accordance with Section 7.01, the Trustee may, if it shall be unwilling to so act, or shall, if it is prohibited by applicable law from making Advances pursuant to 4.01 Section 5.01 hereof, or if it is otherwise unable to so act, appoint, or petition a court of competent jurisdiction to appoint, any established mortgage loan servicing institution the appointment of which does not adversely affect the then current rating of the Certificates by each Rating Agency, Agency as the successor to the terminated Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of such the Master Servicer hereunder. Any successor to a Successor Master Servicer shall (i) be an institution which that is a FNMA or FHLMC Xxxxxx Mae and Xxxxxxx Mac approved seller/servicer in good standing, which that has a net worth of at least $10,000,000, which is 15,000,000 and (ii) be willing to service act as Master Servicer of the related Mortgage Loans Loans, and which executes shall have executed and delivers delivered to the Depositor and the Trustee an agreement accepting such delegation and assignment, containing that contains an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of such the Master Servicer (other than any liabilities of that the Master Servicer under Section 6.03 hereof incurred prior to termination of a the Master Servicer under Section 7.01 hereunder8.01 or as otherwise set forth herein), with like effect as if originally named as a party to this Agreement; , provided that each Rating Agency acknowledges shall have acknowledged in writing that its rating of the Certificates in effect immediately prior to such assignment and delegation will not be qualified or reduced as a result of such assignment and delegation. Any successor servicer If the Trustee assumes the duties and responsibilities of the Master Servicer in accordance with this Section 8.02, the Trustee shall not resign as Master Servicer until a Successor Master Servicer has been appointed by DLJMC shall be rated as a servicer of subprime mortgage loans as “average” (or its equivalent) or better by each Rating Agency that maintains a servicer rating systemand has accepted such appointment. Pending appointment of a successor to a the Master Servicer hereunder, the Trustee, unless the Trustee or other successor servicer unless such entity is prohibited by law from so acting, shall, subject to the limitations described hereinSection 3.04 hereof, act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on the related Mortgage Loans or otherwise as it and such successor shall agree; provided, however, provided that no such compensation shall be in excess of a servicing fee rate of 0.50% per annum. To that permitted the extent that the compensation of any successor to WFBNA is calculated using a rate exceeding the then-current rate used to calculate the WFBNA Servicing Fee Rate, each Holder of a Class A-IO-S Certificate hereby agrees to a decrease in the Excess Servicing Fee Rate in an amount equal to such excessMaster Servicer hereunder. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Neither the Trustee nor any other successor servicer Successor Master Servicer shall be deemed to be in default hereunder by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the failure of the terminated Master Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. Any successor to a Servicer shall give notice to the Mortgagors of such change of servicer. Any successor to a Servicer shall, during the term of its service as a Servicer maintain in force the policy or policies The costs and expenses of the type that such Trustee and the Successor Master Servicer is required to maintain pursuant to this Agreement. In in connection with the termination or resignation of the Master Servicer, appointment of a Successor Master Servicer hereunderand, either (i) if applicable, any transfer of servicing, including, without limitation, all costs and expenses associated with the successor Servicercomplete transfer of all servicing data and the completion, including correction or manipulation of such servicing data as may be required by the Trustee if to correct any errors or insufficiencies in the servicing data or otherwise to enable the Trustee is acting as successor or the Successor Master Servicer to service the related Mortgage Loans properly and effectively, to the extent not paid by the terminated Master Servicer, shall represent and warrant that it is a member of MERS in good standing and shall agree to comply in all material respects with the rules and procedures of MERS in connection with the servicing of the Mortgage Loans that are registered with MERS, or (ii) the predecessor Servicer, at its sole expense, shall cooperate with the successor Servicer either (x) in causing MERS to execute and deliver an Assignment of Mortgage in recordable form to transfer the Mortgage from MERS be payable to the Trustee and the Successor Master Servicer pursuant to execute and deliver such other notices, documents and other instruments as may be necessary or desirable to effect a transfer of such Mortgage Loan or servicing of such Mortgage Loan on the MERS® System to the successor Servicer or (y) in causing MERS to designate on the MERS® System the successor Servicer as the servicer of such Mortgage Loan (at the cost and expense of the successor Servicer to the extent such costs relate to the qualification of such successor Servicer as a member of MERS, otherwise at the cost and expense of the predecessor Servicer). The predecessor Servicer shall file or cause to be filed any such assignment in the appropriate recording office. The successor Servicer shall cause such assignment to be delivered to the Trustee promptly upon receipt of the original with evidence of recording thereon or a copy certified by the public recording office in which such assignment was recordedSection 9.05.

Trustee to Act; Appointment of Successor. On and after the time a Servicer receives a notice of termination pursuant to Section 7.01 of this Agreement3.24 or Section 7.01, the Trustee or a successor servicer appointed pursuant to Section 7.01shall, subject to and to the extent provided hereinin Section 3.05, either shall be the successor to a Servicer, but only such Servicer in its capacity as servicer under this Agreement and not in any other, and the transactions set forth or provided for herein or shall appoint a successor servicer, and in either event such successor servicer shall be subject to all the responsibilities, duties and liabilities relating thereto placed on such Servicer by the terms and provisions hereof and applicable law including the obligation to make P&I Advances or Servicing Advances pursuant to Section 4.013.24 or Section 7.01. As compensation therefor, the successor servicer Trustee shall be entitled to all funds relating to the related Mortgage Loans that the terminated such Servicer would have been entitled to charge to a its Collection AccountAccount if such Servicer had continued to act hereunder including, provided that if such Servicer was receiving the terminated Servicing Fee, the Servicing Fee and the income on investments or gain related to its Collection Account and the Distribution Account which such Servicer shall nonetheless would be entitled to payment receive (in addition to income on investments or reimbursement as provided in Section 3.09(a) gain related to the extent that such payment or reimbursement relates to Distribution Account for the period prior to the completion benefit of the transfer of servicing to a successor servicerTrustee during the Trustee Float Period). Notwithstanding the foregoing, if the Trustee has become the successor to the terminated such Servicer in accordance with Section 7.01, (a) the Trustee shall have a period not to exceed 90 days to complete the transfer of servicing and all data and to correct or manipulate such servicing data as may be required by the Trustee to correct any errors or insufficiencies in the servicing data or otherwise enable the Trustee or other successor Servicer to service the Mortgage Loans in accordance with Accepted Servicing Practices and (b) the Trustee may, if it shall be unwilling to so act, or shall, if it is prohibited by applicable law from making P&I Advances and Servicing Advances pursuant to 4.01 hereofSection 4.01, or if it is otherwise unable to so actact or at the written request of Certificateholders entitled to at least a majority of the Voting Rights, appoint, or petition a court of competent jurisdiction to appoint, any established mortgage loan servicing institution the appointment of which does not adversely affect the then current rating of the Certificates by each Rating Agency, as the successor to the terminated Servicer such servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of such Servicer servicer hereunder. Any successor to a Servicer such servicer shall be an institution which is a FNMA or FHLMC Fannie Mae and Freddie Mac approved seller/servicer in good standing, which has a net hax x xxt worth of at least ox xx xxast $10,000,00030,000,000, which is willing to service the related Mortgage Loans and which executes and delivers to the Depositor and the Trustee an agreement accepting such delegation and assignment, containing an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of such Servicer terminated servicer (other than liabilities of that Servicer such terminated servicer under Section 6.03 hereof incurred prior to termination of a such Servicer under Section 7.01 hereunder7.01), with like effect as if originally named as a party to this Agreement; provided provided, that each Rating Agency acknowledges that its rating of the Certificates in effect immediately prior to such assignment and delegation will not be qualified or reduced reduced, as a result of such assignment and delegation. Any successor servicer appointed by DLJMC shall be rated as a servicer of subprime mortgage loans as “average” (or its equivalent) or better by each Rating Agency that maintains a servicer rating system. Pending appointment of a successor to a Servicer servicer hereunder, the Trustee, unless the Trustee or other successor servicer unless such entity is prohibited by law from so acting, shall, subject to the limitations described hereinSection 3.05, act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on the related Mortgage Loans as it and such successor shall agree; provided, however, that no such compensation shall be in excess of a servicing fee rate of 0.50% per annum. To the extent that the compensation of any successor to WFBNA is calculated using a rate exceeding the then-current rate used to calculate the WFBNA Servicing Fee Rate, each Holder of a Class A-IO-S Certificate hereby agrees to a decrease in the Excess Servicing Fee Rate in an amount equal and amounts paid to such excessthe predecessor servicer from investments. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Neither the Trustee nor any other successor servicer Servicer shall be deemed to be in default hereunder by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the failure of the terminated Servicer predecessor servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. Any successor In the event that a Servicer is terminated pursuant to Section 7.01, such terminated Servicer shall be responsible for the servicing transfer, provide notices to the Mortgagors, arrange for and transfer the Servicing Files to a successor Servicer, pay all of its own out-of-pocket costs and expenses at its own expense and pay all costs and expenses of all other parties hereto relating to the transfer of the related Servicing Files to a successor Servicer (excluding set-up costs and other administrative expenses of the successor Servicer), and in all other cases the successor Servicer shall give notice pay for such costs and expenses but shall not be entitled to reimbursement therefor from the Mortgagors Trust Fund. Such amounts payable by the terminated Servicer shall be paid by the terminated Servicer promptly upon presentation of reasonable documentation of such change costs. If the Trustee is the predecessor Servicer (except in the case where the Trustee in its role as successor Servicer is being terminated pursuant to Section 7.01 by reason of serviceran Event of Default caused solely by the Trustee as the successor Servicer and not by the predecessor Servicer's actions or omissions), such costs shall be paid by the prior terminated Servicer promptly upon presentation of reasonable documentation of such costs. Any successor to a Servicer as servicer shall give notice to the related Mortgagors of such change of servicer and shall, during the term of its service as a Servicer servicer, maintain in force the policy or policies of the type that such each Servicer is required to maintain pursuant to this Agreement. In connection with the termination or resignation of a Servicer hereunder, either (i) the successor Servicer, including the Trustee if the Trustee is acting as successor Servicer, shall represent and warrant that it is a member of MERS in good standing and shall agree to comply in all material respects with the rules and procedures of MERS in connection with the servicing of the Mortgage Loans that are registered with MERS, or (ii) the predecessor Servicer, at its sole expense, shall cooperate with the successor Servicer either (x) in causing MERS to execute and deliver an Assignment of Mortgage in recordable form to transfer the Mortgage from MERS to the Trustee and to execute and deliver such other notices, documents and other instruments as may be necessary or desirable to effect a transfer of such Mortgage Loan or servicing of such Mortgage Loan on the MERS® System to the successor Servicer or (y) in causing MERS to designate on the MERS® System the successor Servicer as the servicer of such Mortgage Loan (at the cost and expense of the successor Servicer to the extent such costs relate to the qualification of such successor Servicer as a member of MERS, otherwise at the cost and expense of the predecessor Servicer). The predecessor Servicer shall file or cause to be filed any such assignment in the appropriate recording office. The successor Servicer shall cause such assignment to be delivered to the Trustee promptly upon receipt of the original with evidence of recording thereon or a copy certified by the public recording office in which such assignment was recordedSection 3.13.

Trustee to Act; Appointment of Successor. On and after the time a Servicer receives a notice of termination pursuant to Section 7.01 of this AgreementAgreement or the resignation of such Servicer pursuant to Section 6.04, the Trustee or a successor servicer appointed pursuant to Section 7.01shall, subject to and to the extent provided herein, either shall be the successor to a such Servicer, but only in its capacity as servicer under this Agreement Agreement, and not in any other, and the transactions set forth herein or shall appoint a successor servicer, and in either event such successor servicer shall be subject to all the responsibilities, duties and liabilities relating thereto placed on such Servicer by the terms and provisions hereof and applicable law including the obligation to make Advances pursuant to Section 4.01. As compensation therefor, the successor servicer Trustee shall be entitled to all funds relating to the related Mortgage Loans that the terminated such Servicer would have been entitled to charge to a the Collection Account, provided that the terminated Servicer shall nonetheless be entitled to payment or reimbursement as provided in Section 3.09(a) 3.08 to the extent that such payment or reimbursement relates to the period prior to the completion termination of the transfer of servicing to a successor servicersuch Servicer. Notwithstanding the foregoing, if the Trustee has become the successor to the terminated a Servicer in accordance with Section 7.01, the Trustee may, if it shall be unwilling to so act, or shall, if it is prohibited by applicable law from making Advances pursuant to 4.01 hereof, or if it is otherwise unable to so act, appoint, or petition a court of competent jurisdiction to appoint, any established mortgage loan servicing institution the appointment of which does not adversely affect the then current rating of the Certificates by each Rating Agency, as the successor to the terminated such Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of such Servicer hereunder. Any successor to a Servicer shall be an institution which is a FNMA Fannie Mae or FHLMC approved Xxxxxxe Xxc apxxxxxx seller/servicer for first and second loans in good standing, which has a net worth of at least $10,000,000, which is willing to service the related Mortgage Loans and which executes and delivers to the Depositor and the Trustee an agreement accepting such delegation and assignment, containing an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of such Servicer (other than liabilities of that such Servicer under Section 6.03 hereof incurred prior to termination of a such Servicer under Section 7.01 hereunder), with like effect as if originally named as a party to this Agreement; provided that each Rating Agency acknowledges that its rating of the Certificates in effect immediately prior to such assignment and delegation will not be qualified qualified, withdrawn or reduced downgraded as a result of such assignment and delegation. Any successor servicer appointed by DLJMC shall be rated as a servicer of subprime mortgage loans as “average” (or its equivalent) or better by each Rating Agency that maintains a servicer rating system. Pending appointment of a successor to a such Servicer hereunder, the Trustee, unless the Trustee or other successor servicer unless such entity is prohibited by law from so acting, shall, subject to the limitations described herein, act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on the related Mortgage Loans as it and such successor shall agree; provided, however, that no such compensation shall be in excess of a servicing fee rate of 0.50% per annum. To the extent that the compensation of any successor to WFBNA is calculated using a rate exceeding the then-current rate used to calculate the WFBNA Servicing Fee Rate, each Holder of a Class A-IO-S Certificate hereby agrees to a decrease in the Excess Servicing Fee Rate in an amount equal to such excessFee. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Neither the Trustee nor any other successor servicer shall be deemed to be in default by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the failure of the terminated such Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. Any successor to a Servicer shall give notice to the Mortgagors of such change of servicer. Any successor to a Servicer shall, during the term of its service as a Servicer maintain in force the policy or policies of the type that such Servicer is required to maintain pursuant to this Agreement. In connection with the termination or resignation of a any Servicer hereunder, either (i) the successor Servicerservicer, including the Trustee if the Trustee is acting as successor Servicer, shall represent and warrant that it is a member of MERS in good standing and shall agree to comply in all material respects with the rules and procedures of MERS in connection with the servicing of the Mortgage Loans that are registered with MERS, in which case the predecessor Servicer shall cooperate with the successor Servicer in causing MERS to revise its records to reflect the transfer of servicing to the successor Servicer as necessary under MERS' rules and regulations, or (ii) the predecessor Servicer, at its sole expense, Servicer shall cooperate with the successor Servicer either (x) in causing MERS to execute and deliver an Assignment assignment of Mortgage in recordable form to transfer the Mortgage from MERS to the Trustee and to execute and deliver such other notices, documents and other instruments as may be necessary or desirable to effect a transfer of such Mortgage Loan or servicing of such Mortgage Loan on the MERS® MERS(R) System to the successor Servicer or (y) in causing MERS to designate on the MERS® System the successor Servicer as the servicer of such Mortgage Loan (at the cost and expense of the successor Servicer to the extent such costs relate to the qualification of such successor Servicer as a member of MERS, otherwise at the cost and expense of the predecessor Servicer). The predecessor Servicer shall file or cause to be filed any such assignment in the appropriate recording office. The successor predecessor Servicer shall cause such assignment bear any and all fees of MERS, costs of preparing any assignments of Mortgage, and fees and costs of filing any assignments of Mortgage that may be required under this subsection. Any successor to be delivered a Servicer shall give notice to the Trustee promptly upon receipt Mortgagors of such change of servicer and shall, during the original with evidence term of recording thereon its service as servicer, maintain in force the policy or a copy certified by the public recording office in which policies that such assignment was recordedServicer is required to maintain pursuant to this Agreement.

Trustee to Act; Appointment of Successor. On and after the time a Servicer receives a notice of termination pursuant to Section 7.01 of this Agreement, the Trustee or a successor servicer appointed pursuant to Section 7.01shall, subject to and to the extent provided herein, either shall be the successor to a such Servicer, but only in its capacity as servicer under this Agreement Agreement, and not in any other, and the transactions set forth herein or shall appoint a successor servicer, and in either event such successor servicer shall be subject to all the responsibilities, duties and liabilities relating thereto placed on such Servicer by the terms and provisions hereof and applicable law including the obligation to make Advances pursuant to Section 4.01. As compensation therefor, the successor servicer Trustee shall be entitled to all funds relating to the related Mortgage Loans that the terminated such Servicer would have been entitled to charge to a Collection Account, provided that the terminated Servicer shall nonetheless be entitled to payment or reimbursement as provided in Section 3.09(a3.08(a) to the extent that such payment or reimbursement relates to the period prior to the completion termination of the transfer of servicing to a successor servicersuch Servicer. Notwithstanding the foregoing, if the Trustee has become the successor to the terminated a Servicer in accordance with Section 7.01, the Trustee may, if it shall be unwilling to so act, or shall, if it is prohibited by applicable law from making Advances pursuant to 4.01 hereof, or if it is otherwise unable to so act, appoint, or petition a court of competent jurisdiction to appoint, any established mortgage loan servicing institution the appointment of which does not adversely affect the then current rating of the Certificates by each Rating Agency, as the successor to the terminated such Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of such Servicer hereunder. Any successor to a the Servicer shall be an institution which is a FNMA or and FHLMC approved seller/servicer in good standing, which has a net worth of at least $10,000,000, which is willing to service the related Mortgage Loans and which executes and delivers to the Depositor and the Trustee an agreement accepting such delegation and assignment, containing an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of such Servicer (other than liabilities of that the Servicer under Section 6.03 hereof incurred prior to termination of a the Servicer under Section 7.01 hereunder), with like effect as if originally named as a party to this Agreement; provided that each Rating Agency acknowledges that its rating of the Certificates in effect immediately prior to such assignment and delegation will not be qualified or reduced as a result of such assignment and delegation. Any successor servicer appointed by DLJMC shall be rated as a servicer of subprime mortgage loans as “average” (or its equivalent) or better by each Rating Agency that maintains a servicer rating system. Pending appointment of a successor to a such Servicer hereunder, the Trustee, unless the Trustee or other successor servicer unless such entity is prohibited by law from so acting, shall, subject to the limitations described herein, act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on the related Mortgage Loans as it and such successor shall agree; provided, however, that no such compensation shall be in excess of a servicing fee rate of 0.50% per annum. To the extent that the compensation of any successor to WFBNA is calculated using a rate exceeding the then-current rate used to calculate the WFBNA applicable Servicing Fee Rate, each Holder of a Class A-IO-S Certificate hereby agrees to a decrease in the Excess Servicing Fee Rate in an amount equal to such excessFee. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Neither the Trustee nor any other successor servicer shall be deemed to be in default by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the failure of the terminated such Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. Any successor to a Servicer shall give notice to the Mortgagors of such change of servicer. Any successor to a Servicer servicer and shall, during the term of its service as a Servicer servicer, maintain in force the policy or policies of that the type that such Servicer is required to maintain pursuant to this Agreement. In connection with the termination or resignation of a Servicer hereunder, either (i) the successor Servicer, including the Trustee if the Trustee is acting as successor Servicer, shall represent and warrant that it is a member of MERS in good standing and shall agree to comply in all material respects with the rules and procedures of MERS in connection with the servicing of the Mortgage Loans that are registered with MERS, or (ii) the predecessor Servicer, at its sole expense, shall cooperate with the successor Servicer either (x) in causing MERS to execute and deliver an Assignment of Mortgage in recordable form to transfer the Mortgage from MERS to the Trustee and to execute and deliver such other notices, documents and other instruments as may be necessary or desirable to effect a transfer of such Mortgage Loan or servicing of such Mortgage Loan on the MERS® System to the successor Servicer or (y) in causing MERS to designate on the MERS® System the successor Servicer as the servicer of such Mortgage Loan (at the cost and expense of the successor Servicer to the extent such costs relate to the qualification of such successor Servicer as a member of MERS, otherwise at the cost and expense of the predecessor Servicer). The predecessor Servicer shall file or cause to be filed any such assignment in the appropriate recording office. The successor Servicer shall cause such assignment to be delivered to the Trustee promptly upon receipt of the original with evidence of recording thereon or a copy certified by the public recording office in which such assignment was recorded.

Trustee to Act; Appointment of Successor. On and after the time a the Servicer receives a notice of termination pursuant to Section 7.01 of this Agreement7.01, the Trustee or a successor servicer appointed pursuant to Section 7.01shall, subject to and to the extent provided hereinin Section 3.06, either shall be the successor to a Servicer, but only the Servicer in its capacity as servicer under this Agreement and not in any other, and the transactions set forth or provided for herein or and shall appoint a successor servicer, immediately assume all of the obligations of the Servicer to make P&I Advances and in either event such successor servicer Servicing Advances and shall assume and be subject to all the other responsibilities, duties and liabilities relating thereto placed on such the Servicer by the terms and provisions hereof and applicable law including as soon as practicable but in no event later than 90 days after the obligation to make Advances receipt by the Servicer of the notice of termination pursuant to Section 4.017.01. As compensation therefor, the successor servicer Trustee shall be entitled to all funds relating to the related Mortgage Loans that the terminated Servicer would have been entitled to charge to a the Collection AccountAccount if the Servicer had continued to act hereunder including, provided that if the terminated Servicer shall nonetheless be entitled to payment was receiving the Servicing Fee, the Servicing Fee and the income on investments or reimbursement as provided in Section 3.09(a) gain related to the extent that such payment Collection Account (in addition to income on investments or reimbursement relates gain related to the period prior to Distribution Account for the completion benefit of the transfer of servicing to a successor servicerTrustee). Notwithstanding the foregoing, if the Trustee has become the successor to the terminated Servicer in accordance with this Section 7.017.02, the Trustee may, if it shall be unwilling to so act, or shall, if it is prohibited by applicable law from making P&I Advances and Servicing Advances pursuant to Section 4.01 hereof, or if it is otherwise unable to so act, or, at the written request of Certificateholders entitled to a majority of the Voting Rights, appoint, or petition a court of competent jurisdiction to appoint, any established mortgage loan servicing institution the appointment of which does not adversely affect the then current rating of the Certificates by each Rating Agency, as the successor to the terminated Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of such the Servicer hereunder. No such appointment of a successor to the Servicer hereunder shall be effective until the Trustee and Depositor shall have consented thereto. Any successor to a the Servicer shall be an institution which is a FNMA or FHLMC Fannie Mae- and Freddie Mac-approved seller/servicer in good standing, which has xxxxx hxx a net worth of xxxxx xf at least $10,000,00030,000,000, which is willing to service the related Mortgage Loans and which executes and delivers to the Depositor and the Trustee an agreement accepting such delegation and assignment, containing an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of such the Servicer (other than liabilities of that the Servicer under Section 6.03 hereof incurred prior to termination of a the Servicer under Section 7.01 hereunder7.01), with like effect as if originally named as a party to this Agreement; provided provided, that each Rating Agency acknowledges that its rating of the Certificates in effect immediately prior to such assignment and delegation will not be qualified or reduced reduced, as a result of such assignment and delegation. Any successor servicer appointed by DLJMC shall be rated as a servicer of subprime mortgage loans as “average” (or its equivalent) or better by each Rating Agency that maintains a servicer rating system. Pending appointment of a successor to a the Servicer hereunder, the Trustee, unless the Trustee or other successor servicer unless such entity is prohibited by law from so acting, shall, subject to the limitations described hereinSection 3.05, act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on the related Mortgage Loans as it it, the Depositor and such successor shall agree; provided, however, that no such compensation shall be in excess of a servicing fee rate of 0.50% per annum. To the extent that the compensation of any successor to WFBNA is calculated using a rate exceeding the then-current rate used to calculate the WFBNA Servicing Fee Rate, each Holder of a Class A-IO-S Certificate hereby agrees to a decrease in the Excess Servicing Fee Rate in an amount equal and amounts paid to such excessthe Servicer from investments. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Neither the Trustee nor any other successor servicer Servicer shall be deemed to be in default hereunder by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the failure of the terminated Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. In the event that the Servicer is terminated pursuant to Section 7.01, such terminated Servicer shall provide notices to the Mortgagors, transfer the Servicing Files to a successor Servicer and pay all of its own out-of-pocket costs and expenses related to such obligations. In addition, all Servicing Transfer Costs incurred by parties other than the terminated Servicer shall be paid by the terminated Servicer promptly upon presentation of reasonable documentation of such costs and if such predecessor Servicer defaults in its obligations to pay such costs, such costs shall be paid by the successor Servicer or the Trustee (in which case the successor Servicer or the Trustee, as the case may be, shall be entitled to reimbursement therefor from the Trust Fund). If the Trustee is the predecessor Servicer (except in the case where the Trustee in its role as successor Servicer is being terminated pursuant to Section 7.01 by reason of an Event of Default caused solely by the Trustee as the successor Servicer and not by the predecessor Servicer's actions or omissions), such costs shall be paid by the prior terminated Servicer promptly upon presentation of reasonable documentation of such costs. Any successor to a the Servicer as servicer shall give notice to the Mortgagors of such change of servicer. Any successor to a Servicer Servicer, in accordance with applicable federal and state law, and shall, during the term of its service as a Servicer Servicer, maintain in force the policy or policies of that the type that such Servicer is required to maintain pursuant to this AgreementSection 3.13. In connection with the termination or resignation of a Servicer hereunder, either (i) the successor Servicer, including the Trustee if the Trustee is acting as successor Servicer, shall represent and warrant that it is a member of MERS in good standing and shall agree to comply in all material respects with the rules and procedures of MERS in connection with the servicing of the Mortgage Loans that are registered with MERS, or (ii) the predecessor Servicer, at its sole expense, shall cooperate with the successor Servicer either (x) in causing MERS to execute and deliver an Assignment of Mortgage in recordable form to transfer the Mortgage from MERS to the Trustee and to execute and deliver such other notices, documents and other instruments as may be necessary or desirable to effect a transfer of such Mortgage Loan or servicing of such Mortgage Loan on the MERS® System to the successor Servicer or (y) in causing MERS to designate on the MERS® System the successor Servicer as the servicer of such Mortgage Loan (at the cost and expense of the successor Servicer to the extent such costs relate to the qualification of Any such successor Servicer as shall be required to satisfy the requirements of a member of MERS, otherwise at the cost and expense of the predecessor Servicer). The predecessor Servicer shall file or cause to be filed any such assignment in the appropriate recording office. The successor Servicer shall cause such assignment to be delivered to the Trustee promptly upon receipt of the original with evidence of recording thereon or a copy certified by the public recording office in which such assignment was recordedunder this Section 7.02.

Trustee to Act; Appointment of Successor. On and after the time a the Trustee gives, and the Servicer receives a notice of termination pursuant to Section 7.01 of this Agreement7.01, the Trustee or a successor servicer appointed pursuant to Section 7.01shall, subject to and to the extent provided hereinin Sections 3.06 and 7.03, either shall and subject to the rights of the Trustee to appoint a successor Servicer, be the successor to a Servicer, but only the Servicer in its capacity as servicer under this Agreement and not in any other, and the transactions set forth or provided for herein or and shall appoint a immediately assume all of the obligations of the Servicer to make P&I Advances and Servicing Advances as successor servicer, Servicer and in either event such successor servicer shall assume and be subject to all the other responsibilities, duties and liabilities relating thereto placed on such the Servicer by the terms and provisions hereof and applicable law including as soon as practicable but in no event later than 90 days after the obligation to make Advances receipt by the Servicer of the notice of termination pursuant to Section 4.017.01. As compensation therefor, the successor servicer Trustee shall be entitled to all funds relating to the related Mortgage Loans that the terminated Servicer would have been entitled to charge to a its Collection AccountAccount if the Servicer had continued to act hereunder including, provided that if the terminated Servicer shall nonetheless be entitled was receiving the Servicing Fee, the Servicing Fee and the income on investments or gain related to payment its Collection Account (in addition to income on investments or reimbursement gain related to the Distribution Account for the benefit of the Trustee as provided in Section 3.09(a) to the extent that such payment or reimbursement relates to the period prior to the completion of the transfer of servicing to a successor servicerherein). Notwithstanding the foregoing, if the Trustee has become the successor to the terminated Servicer in accordance with this Section 7.017.02, the Trustee may, if it shall be unwilling to so act, or shall, if it is prohibited by applicable law from making P&I Advances and Servicing Advances pursuant to Section 4.01 hereof, or if it is otherwise unable to so act, or, at the written request of Certificateholders entitled to a majority of the Voting Rights, appoint, or petition a court of competent jurisdiction to appoint, any established mortgage loan servicing institution the appointment of which does not adversely affect the then current rating of the Certificates by each Rating Agency, as the successor to the terminated Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of such the Servicer hereunder. No such appointment of a successor to the Servicer hereunder shall be effective until the Depositor shall have consented thereto. Any successor to a the Servicer shall be an institution which is a FNMA or FHLMC Fannie Mae- and Freddie Mac-approved seller/servicer in good standing, which has xxxxx hxx a net worth of xxxxx xf at least $10,000,00030,000,000, which is willing to service the related Mortgage Loans and which executes and delivers to the Depositor and the Trustee an agreement accepting such delegation and assignment, containing an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of such the terminated Servicer (other than liabilities of that the terminated Servicer under Section 6.03 hereof incurred prior to termination of a the Servicer under Section 7.01 hereunder7.01), with like effect as if originally named as a party to this Agreement; provided provided, that each Rating Agency acknowledges that its rating of the Certificates in effect immediately prior to such assignment and delegation will not be qualified or reduced reduced, as a result of such assignment and delegation. Any successor servicer appointed by DLJMC shall be rated as a servicer of subprime mortgage loans as “average” (or its equivalent) or better by each Rating Agency that maintains a servicer rating system. Pending appointment of a successor to a the Servicer hereunder, the Trustee, unless the Trustee or other successor servicer unless such entity is prohibited by law from so acting, shall, subject to the limitations described hereinSection 3.05, act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on the related Mortgage Loans as it it, the Depositor and such successor shall agree; provided, however, that no such compensation shall be in excess of a servicing fee rate of 0.50% per annum. To the extent that the compensation of any successor to WFBNA is calculated using a rate exceeding the then-current rate used to calculate the WFBNA Servicing Fee Rate, each Holder of a Class A-IO-S Certificate hereby agrees and amounts paid to a decrease in the Excess Servicing Fee Rate in an amount equal to such excesspredecessor Servicer from investments. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Neither the Trustee nor any other successor servicer Servicer shall be deemed to be in default hereunder by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the failure of the terminated predecessor Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. Any successor to a Servicer shall give notice to the Mortgagors of such change of servicer. Any successor to a Servicer shall, during the term of its service as a Servicer maintain in force the policy or policies of the type that such Servicer is required to maintain pursuant to this Agreement. In connection with the termination or resignation of a Servicer hereunder, either (i) the successor Servicer, including the Trustee if the Trustee is acting as successor Servicer, shall represent and warrant that it is a member of MERS in good standing and shall agree to comply in all material respects with the rules and procedures of MERS in connection with the servicing of the Mortgage Loans that are registered with MERS, or (ii) the predecessor Servicer, at its sole expense, shall cooperate with the successor Servicer either (x) in causing MERS to execute and deliver an Assignment of Mortgage in recordable form to transfer the Mortgage from MERS to the Trustee and to execute and deliver such other notices, documents and other instruments as may be necessary or desirable to effect a transfer of such Mortgage Loan or servicing of such Mortgage Loan on the MERS® System to the successor Servicer or (y) in causing MERS to designate on the MERS® System the successor Servicer as the servicer of such Mortgage Loan (at the cost and expense of the successor Servicer to the extent such costs relate to the qualification of such successor Servicer as a member of MERS, otherwise at the cost and expense of the predecessor Servicer). The predecessor Servicer shall file or cause to be filed any such assignment in the appropriate recording office. The successor Servicer shall cause such assignment to be delivered to the Trustee promptly upon receipt of the original with evidence of recording thereon or a copy certified by the public recording office in which such assignment was recorded.

Trustee to Act; Appointment of Successor. On and after the time a the Servicer receives a notice of termination pursuant to Section 7.01 of this Agreement, the Trustee or a successor servicer appointed pursuant to Section 7.01shall, subject to and to the extent provided herein, either shall be the successor to a the Servicer, but only in its capacity as servicer under this Agreement Agreement, and not in any other, and the transactions set forth herein or shall appoint a successor servicer, and in either event such successor servicer shall be subject to all the responsibilities, duties and liabilities relating thereto placed on such the Servicer by the terms and provisions hereof and applicable law including the obligation to make Advances pursuant to Section 4.01. As compensation therefor, the successor servicer Trustee shall be entitled to all funds relating to the related Mortgage Loans that the terminated Servicer would have been entitled to charge to a Collection Account, provided that the terminated Servicer shall nonetheless be entitled to payment or reimbursement as provided in Section 3.09(a) to the extent that such payment or reimbursement relates to the period prior to the completion termination of the transfer of servicing to a successor servicerServicer. Notwithstanding the foregoing, if the Trustee has become the successor to the terminated Servicer in accordance with Section 7.01, the Trustee may, if it shall be unwilling to so act, or shall, if it is prohibited by applicable law from making Advances pursuant to 4.01 hereof, or if it is otherwise unable to so act, appoint, or petition a court of competent jurisdiction to appoint, any established mortgage loan servicing institution the appointment of which does not adversely affect the then current rating of the Certificates by each Rating Agency, as the successor to the terminated Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of such the Servicer hereunder. Any successor to a the Servicer shall be an institution which is a FNMA or FHLMC approved seller/servicer in good standing, which has a net worth of at least $10,000,000, which is willing to service the related Mortgage Loans and which executes and delivers to the Depositor and the Trustee an agreement accepting such delegation and assignment, containing an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of such the Servicer (other than liabilities of that the Servicer under Section 6.03 hereof incurred prior to termination of a the Servicer under Section 7.01 hereunder), with like effect as if originally named as a party to this Agreement; provided that each Rating Agency acknowledges that its rating of the Certificates in effect immediately prior to such assignment and delegation will not be qualified or reduced as a result of such assignment and delegation. Any successor servicer appointed by DLJMC shall be rated as a servicer of subprime mortgage loans as “average” (or its equivalent) or better by each Rating Agency that maintains a servicer rating system. Pending appointment of a successor to a Servicer hereunder, the Trustee, unless the Trustee or other successor servicer unless such entity is prohibited by law from so acting, shall, subject to the limitations described herein, act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on the related Mortgage Loans as it and such successor shall agree; provided, however, that no such compensation shall be in excess of a servicing fee rate of 0.50% per annum. To the extent that the compensation of any successor to WFBNA is calculated using a rate exceeding the then-current rate used to calculate the WFBNA Servicing Fee Rate, each Holder of a Class A-IO-S Certificate hereby agrees to a decrease in the Excess Servicing Fee Rate in an amount equal to such excessFee. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Neither the Trustee nor any other successor servicer shall be deemed to be in default by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the failure of the terminated Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. Any successor to a the Servicer shall give notice to the Mortgagors of such change of servicer. Any successor to a Servicer servicer and shall, during the term of its service as a Servicer servicer, maintain in force the policy or policies of that the type that such Servicer is required to maintain pursuant to this Agreement. In connection with the termination or resignation of a Servicer hereunder, either (i) the successor Servicer, including the Trustee if the Trustee is acting as successor Servicer, shall represent and warrant that it is a member of MERS in good standing and shall agree to comply in all material respects with the rules and procedures of MERS in connection with the servicing of the Mortgage Loans that are registered with MERS, or (ii) the predecessor Servicer, at its sole expense, shall cooperate with the successor Servicer either (x) in causing MERS to execute and deliver an Assignment of Mortgage in recordable form to transfer the Mortgage from MERS to the Trustee and to execute and deliver such other notices, documents and other instruments as may be necessary or desirable to effect a transfer of such Mortgage Loan or servicing of such Mortgage Loan on the MERS® System to the successor Servicer or (y) in causing MERS to designate on the MERS® System the successor Servicer as the servicer of such Mortgage Loan (at the cost and expense of the successor Servicer to the extent such costs relate to the qualification of such successor Servicer as a member of MERS, otherwise at the cost and expense of the predecessor Servicer). The predecessor Servicer shall file or cause to be filed any such assignment in the appropriate recording office. The successor Servicer shall cause such assignment to be delivered to the Trustee promptly upon receipt of the original with evidence of recording thereon or a copy certified by the public recording office in which such assignment was recorded.

Trustee to Act; Appointment of Successor. On and after the time a the Servicer receives a notice of termination pursuant to Section 7.01 of this Agreement7.01, the Trustee or a successor servicer appointed pursuant to Section 7.01shall, subject to and to the extent provided hereinin Section 3.24, either shall be the successor to a Servicer, but only the Servicer in its capacity as servicer under this Agreement and not in any other, and the transactions set forth or provided for herein or shall appoint a successor servicer, and in either event such successor servicer shall be subject to all the responsibilities, duties and liabilities relating thereto placed on such the Servicer by the terms and provisions hereof and applicable law including the obligation to make P&I Advances and Servicing Advances pursuant to Section 4.01. It is understood and acknowledged by the parties hereto that there will be a period of transition before the transfer of servicing obligations is fully effective. Notwithstanding the foregoing, the Trustee will have a period (not to exceed 90 days) to complete the transfer of all servicing data and correct or manipulate such servicing data as may be required by the Trustee to correct any errors or insufficiencies in the servicing data or otherwise enable the Trustee to service the Mortgage Loans in accordance with Accepted Servicing Practices. As compensation therefor, the successor servicer Trustee shall be entitled to all funds relating to the related Mortgage Loans that the terminated Servicer would have been entitled to charge to a the Collection AccountAccount if the Servicer had continued to act hereunder including, provided that if the terminated Servicer shall nonetheless was receiving the Servicing Fee, the Servicing Fee and the income on investments or gain related to the Collection Account which the Servicer would be entitled to payment or reimbursement as provided in Section 3.09(a) to the extent that such payment or reimbursement relates to the period prior to the completion of the transfer of servicing to a successor servicerreceive. Notwithstanding the foregoing, if the Trustee has become the successor to the terminated Servicer in accordance with Section 7.017.02, the Trustee may, if it shall be unwilling to so act, or shall, if it is prohibited by applicable law from making P&I Advances and Servicing Advances pursuant to 4.01 hereofSection 4.01, or if it is otherwise unable to so actact or at the written request of Certificateholders entitled to at least a majority of the Voting Rights or of the NIM Insurer, appoint, or petition a court of competent jurisdiction to appoint, any established mortgage loan servicing institution the appointment of which (i) does not adversely affect the then current rating of the Certificates by each Rating AgencyAgency and (ii) is acceptable to the NIM Insurer, as the successor to the terminated Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of such the Servicer hereunder. Any successor to a the Servicer shall make the covenant set forth in Section 6.02(b). Any successor to the Servicer shall be an institution which is a FNMA or FHLMC approved seller/servicer in good standing, which has a net worth of at least $10,000,000, which is willing to service the related Mortgage Loans and which executes and delivers to the Depositor and the Trustee an agreement accepting such delegation and assignment, containing an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of such the Servicer (other than liabilities of that the Servicer under Section 6.03 hereof incurred prior to termination of a the Servicer under Section 7.01 hereunder7.01), with like effect as if originally named as a party to this Agreement; provided provided, that each Rating Agency acknowledges that its rating of the Certificates in effect immediately prior to such assignment and delegation will not be qualified or reduced reduced, as a result of such assignment and delegation. Any successor servicer appointed by DLJMC shall be rated as a servicer of subprime mortgage loans as “average” (or its equivalent) or better by each Rating Agency that maintains a servicer rating system. Pending appointment of a successor to a the Servicer hereunder, the Trustee, unless the Trustee or other successor servicer unless such entity is prohibited by law from so acting, shall, subject to the limitations described hereinSection 3.24, act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on the related Mortgage Loans as it and such successor shall agree; provided, however, that no such compensation shall be in excess of a servicing fee rate of 0.50% per annum. To the extent that the compensation of any successor to WFBNA is calculated using a rate exceeding the then-current rate used to calculate the WFBNA Servicing Fee Rate, each Holder of a Class A-IO-S Certificate hereby agrees to a decrease in the Excess Servicing Fee Rate in an amount equal and amounts paid to such excessthe Servicer from investments. The Trustee and such successor Servicer shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Neither the Trustee nor any other successor servicer to the Servicer shall be deemed to be in default hereunder by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the failure of the terminated Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. In the event that the Servicer is terminated pursuant to Section 7.01, the terminated Servicer shall provide notices to the Mortgagors, transfer the Servicing Files to a successor Servicer and pay all of its own out-of-pocket costs and expenses at its own expense. In addition, in the event that the Servicer is terminated pursuant to Section 7.01, the terminated Servicer shall pay all reasonable out-of-pocket costs and expenses of a servicing transfer incurred by parties other than the terminated Servicer (including, without limitation, any costs or expenses (including but not limited to personnel time) associated with the complete transfer of all servicing data and the completion, correction or manipulation of such servicing data as may be required by the Trustee or successor servicer to correct ay errors or insufficiencies in the servicing data or otherwise to enable the Trustee or successor servicer to service the Mortgage Loans properly and effectively, but excluding set-up costs and other administrative expenses of the successor Servicer, in which case the successor Servicer shall pay for such costs and expenses but shall not be entitled to reimbursement therefor from the Trust Fund), such an amount shall be paid by the terminated Servicer promptly upon presentation of reasonable documentation of such costs. If the Trustee is the predecessor Servicer (except in the case where the Trustee in its role as successor Servicer is being terminated pursuant to Section 7.01 by reason of an Event of Default caused solely by the Trustee as the successor Servicer and not by the predecessor Servicer's actions or omissions), such costs shall be paid by the prior terminated Servicer promptly upon presentation of reasonable documentation of such costs. If the terminated Servicer defaults in its obligation to pay such costs and expenses, the same shall be paid by the successor Servicer, in which case the successor Servicer shall be entitled to reimbursement therefor from the Trust Fund. Any successor to a the Servicer as servicer shall give notice to the Mortgagors of such change of servicer. Any successor to a Servicer servicer and shall, during the term of its service as a Servicer servicer, maintain in force the policy or policies of that the type that such Servicer is required to maintain pursuant to this Agreement. In connection with the termination or resignation of a Servicer hereunder, either (i) the successor Servicer, including the Trustee if the Trustee is acting as successor Servicer, shall represent and warrant that it is a member of MERS in good standing and shall agree to comply in all material respects with the rules and procedures of MERS in connection with the servicing of the Mortgage Loans that are registered with MERS, or (ii) the predecessor Servicer, at its sole expense, shall cooperate with the successor Servicer either (x) in causing MERS to execute and deliver an Assignment of Mortgage in recordable form to transfer the Mortgage from MERS to the Trustee and to execute and deliver such other notices, documents and other instruments as may be necessary or desirable to effect a transfer of such Mortgage Loan or servicing of such Mortgage Loan on the MERS® System to the successor Servicer or (y) in causing MERS to designate on the MERS® System the successor Servicer as the servicer of such Mortgage Loan (at the cost and expense of the successor Servicer to the extent such costs relate to the qualification of such successor Servicer as a member of MERS, otherwise at the cost and expense of the predecessor Servicer). The predecessor Servicer shall file or cause to be filed any such assignment in the appropriate recording office. The successor Servicer shall cause such assignment to be delivered to the Trustee promptly upon receipt of the original with evidence of recording thereon or a copy certified by the public recording office in which such assignment was recordedSection 3.13.

Trustee to Act; Appointment of Successor. (a) On and after the time a the Servicer receives a notice of resignation or termination pursuant to Section 7.01 of this Agreement7.04 or 8.01, the Trustee or a successor servicer appointed pursuant to Section 7.01, subject to and to the extent provided herein, either shall be the successor in all respects to a Servicer, but only the Servicer in its capacity as servicer under this Agreement and not in any other, and the transactions set forth or provided for herein or shall appoint a successor servicer, and in either event such successor servicer shall be subject to all the responsibilities, duties and liabilities relating thereto placed on such the Servicer by the terms and provisions hereof hereof; provided, however, that the responsibilities and applicable law including duties of HSBC Finance as Servicer with respect to the obligation to make Advances purchase of the Home Equity Loans pursuant to Section 4.01Sections 2.04(c) and 3.01 shall not terminate. As compensation therefor, the successor servicer Trustee shall be entitled to all funds relating to such compensation as the related Mortgage Loans that the terminated Servicer would have been entitled to charge to a Collection Account, provided that the terminated Servicer shall nonetheless be entitled to payment or reimbursement as provided in Section 3.09(a) to the extent that hereunder if no such payment or reimbursement relates to the period prior to the completion notice of the transfer of servicing to a successor servicertermination had been given. Notwithstanding the foregoingabove, (i) if the Trustee has become is unwilling to act as successor Servicer, or (ii) if the successor Trustee is legally unable so to the terminated Servicer in accordance with Section 7.01act, the Trustee may, if it may (in the situation described in clause (i)) or shall be unwilling to so act, or shall, if it is prohibited by applicable law from making Advances pursuant to 4.01 hereof, or if it is otherwise unable to so act, (in the situation described in clause (ii)) appoint, or petition a court of competent jurisdiction to appoint, any established housing and home finance institution or other mortgage loan servicing institution the appointment or home equity loan servicer having all licenses and permits required in order to perform its obligations hereunder and a net worth of which does not adversely affect the then current rating of the Certificates by each Rating Agency, less than $50,000,000 as the successor to the terminated Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of such the Servicer hereunder. Any successor to a Servicer shall be an institution which is a FNMA or FHLMC approved seller/servicer in good standing, which has a net worth of at least $10,000,000, which is willing to service the related Mortgage Loans and which executes and delivers to the Depositor and the Trustee an agreement accepting such delegation and assignment, containing an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of such Servicer (other than liabilities of that Servicer under Section 6.03 hereof incurred prior to termination of a Servicer under Section 7.01 hereunder), with like effect as if originally named as a party to this Agreement; provided that each Rating Agency acknowledges [any such successor Subservicer shall be acceptable to the Certificate Insurer, as evidenced by the Certificate Insurer’s prior written consent which consent shall not be unreasonably withheld; and provided further that] that its rating the appointment of any such successor Servicer will not result in the qualification, reduction or withdrawal of the then-current ratings assigned to the Class [A] and Class [IO] Certificates in effect immediately prior by the Rating Agencies, as evidenced by a writing to such assignment effect delivered to the Trustee[, the Certificate Insurer] and delegation will not be qualified or reduced as a result of such assignment and delegation. Any successor servicer appointed by DLJMC shall be rated as a servicer of subprime mortgage loans as “average” (or its equivalent) or better by each Rating Agency that maintains a servicer rating systemthe Administrator. Pending appointment of a successor to a the Servicer hereunder, unless the Trustee or other successor servicer unless such entity is prohibited by law from so acting, shall, subject to the limitations described herein, Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the successor shall be entitled to receive compensation of such successor out of payments on Home Equity Loans in an amount equal to the related Mortgage Loans compensation which the Servicer would otherwise have received pursuant to Section 3.09 (or such lesser compensation as it the Trustee and such successor shall agree; provided, however, that no such compensation shall be in excess of a servicing fee rate of 0.50% per annum. To the extent that the compensation of any successor to WFBNA is calculated using a rate exceeding the then-current rate used to calculate the WFBNA Servicing Fee Rate, each Holder of a Class A-IO-S Certificate hereby agrees to a decrease in the Excess Servicing Fee Rate in an amount equal to such excess). The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Neither the Trustee nor any other successor servicer shall be deemed to be in default by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the failure of the terminated Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. Any successor to a Servicer shall give notice to the Mortgagors of such change of servicer. Any successor to a Servicer shall, during the term of its service as a Servicer maintain in force the policy or policies of the type that such Servicer is required to maintain pursuant to this Agreement. In connection with the termination or resignation of a Servicer hereunder, either (i) the successor Servicer, including the Trustee if the Trustee is acting as successor Servicer, shall represent and warrant that it is a member of MERS in good standing and shall agree to comply in all material respects with the rules and procedures of MERS in connection with the servicing of the Mortgage Loans that are registered with MERS, or (ii) the predecessor Servicer, at its sole expense, shall cooperate with the successor Servicer either (x) in causing MERS to execute and deliver an Assignment of Mortgage in recordable form to transfer the Mortgage from MERS to the Trustee and to execute and deliver such other notices, documents and other instruments as may be necessary or desirable to effect a transfer of such Mortgage Loan or servicing of such Mortgage Loan on the MERS® System to the successor Servicer or (y) in causing MERS to designate on the MERS® System the successor Servicer as the servicer of such Mortgage Loan (at the cost and expense of the successor Servicer to the extent such costs relate to the qualification of such successor Servicer as a member of MERS, otherwise at the cost and expense of the predecessor Servicer). The predecessor Servicer shall file or cause to be filed any such assignment in the appropriate recording office. The successor Servicer shall cause such assignment to be delivered to the Trustee promptly upon receipt of the original with evidence of recording thereon or a copy certified by the public recording office in which such assignment was recorded.

Trustee to Act; Appointment of Successor. On and after the time a the Servicer receives a notice of termination pursuant to Section 7.01 of this Agreement, the Trustee or a successor servicer appointed pursuant to Section 7.01shall, subject to and to the extent provided herein, either shall be the successor to a the Servicer, but only in its capacity as servicer under this Agreement Agreement, and not in any other, and the transactions set forth herein or shall appoint a successor servicer, and in either event such successor servicer shall be subject to all the responsibilities, duties and liabilities relating thereto placed on such the Servicer by the terms and provisions hereof and applicable law including the obligation to make Advances pursuant to Section 4.01. As compensation therefor, the successor servicer Trustee shall be entitled to all funds relating to the related Mortgage Loans that the terminated Servicer would have been entitled to charge to a Collection Account, provided that the terminated Servicer shall nonetheless be entitled to payment or reimbursement as provided in Section 3.09(a3.08(a) to the extent that such payment or reimbursement relates to the period prior to the completion termination of the transfer of servicing to a successor servicerServicer. Notwithstanding the foregoing, if the Trustee has become the successor to the terminated Servicer in accordance with Section 7.01, the Trustee may, if it shall be unwilling to so act, or shall, if it is prohibited by applicable law from making Advances pursuant to 4.01 hereof, or if it is otherwise unable to so act, appoint, or petition a court of competent jurisdiction to appoint, any established mortgage loan servicing institution the appointment of which does not adversely affect the then current rating of the Certificates by each Rating Agency, as the successor to the terminated Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of such the Servicer hereunder. Any successor to a the Servicer shall be an institution which is a FNMA or FHLMC approved seller/servicer in good standing, which has a net worth of at least $10,000,000, which is willing to service the related Mortgage Loans and which executes and delivers to the Depositor and the Trustee an agreement accepting such delegation and assignment, containing an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of such the Servicer (other than liabilities of that the Servicer under Section 6.03 hereof incurred prior to termination of a the Servicer under Section 7.01 hereunder), with like effect as if originally named as a party to this Agreement; provided that each Rating Agency acknowledges that its rating of the Certificates in effect immediately prior to such assignment and delegation will not be qualified or reduced as a result of such assignment and delegation. Any successor servicer appointed by DLJMC shall be rated as a servicer of subprime mortgage loans as “average” (or its equivalent) or better by each Rating Agency that maintains a servicer rating system. Pending appointment of a successor to a the Servicer hereunder, the Trustee, unless the Trustee or other successor servicer unless such entity is prohibited by law from so acting, shall, subject to the limitations described herein, act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on the related Mortgage Loans as it and such successor shall agree; provided, however, that no such compensation shall be in excess of a servicing fee rate of 0.50% per annum. To the extent that the compensation of any successor to WFBNA is calculated using a rate exceeding the then-current rate used to calculate the WFBNA Servicing Fee Rate, each Holder of a Class A-IO-S Certificate hereby agrees to a decrease in the Excess Servicing Fee Rate in an amount equal to such excessFee. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Neither the Trustee nor any other successor servicer shall be deemed to be in default by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the failure of the terminated Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. Any successor to a the Servicer shall give notice to the Mortgagors of such change of servicer. Any successor to a Servicer servicer and shall, during the term of its service as a Servicer servicer, maintain in force the policy or policies of that the type that such Servicer is required to maintain pursuant to this Agreement. In connection with the termination or resignation of a Servicer hereunder, either (i) the successor Servicer, including the Trustee if the Trustee is acting as successor Servicer, shall represent and warrant that it is a member of MERS in good standing and shall agree to comply in all material respects with the rules and procedures of MERS in connection with the servicing of the Mortgage Loans that are registered with MERS, or (ii) the predecessor Servicer, at its sole expense, shall cooperate with the successor Servicer either (x) in causing MERS to execute and deliver an Assignment of Mortgage in recordable form to transfer the Mortgage from MERS to the Trustee and to execute and deliver such other notices, documents and other instruments as may be necessary or desirable to effect a transfer of such Mortgage Loan or servicing of such Mortgage Loan on the MERS® System to the successor Servicer or (y) in causing MERS to designate on the MERS® System the successor Servicer as the servicer of such Mortgage Loan (at the cost and expense of the successor Servicer to the extent such costs relate to the qualification of such successor Servicer as a member of MERS, otherwise at the cost and expense of the predecessor Servicer). The predecessor Servicer shall file or cause to be filed any such assignment in the appropriate recording office. The successor Servicer shall cause such assignment to be delivered to the Trustee promptly upon receipt of the original with evidence of recording thereon or a copy certified by the public recording office in which such assignment was recorded.

Trustee to Act; Appointment of Successor. On and after the time a the Servicer receives a notice of termination pursuant to Section 7.01 of this Agreement3.24 or Section 7.01, the Trustee or a successor servicer appointed pursuant to Section 7.01shall, subject to and to the extent provided hereinin Section 3.06, either shall and subject to the rights of the Depositor to appoint a successor Servicer pursuant to this Section 7.02, be the successor to a Servicer, but only the Servicer in its capacity as servicer under this Agreement and not in any other, and the transactions set forth or provided for herein or shall appoint a successor servicer, and in either event such successor servicer shall be subject to all the responsibilities, duties and liabilities relating thereto placed on such the Servicer by the terms and provisions hereof and applicable law including the obligation to make P&I Advances or Servicing Advances pursuant to Section 4.01. As compensation therefor, the successor servicer Trustee shall be entitled to all funds relating to the related Mortgage Loans that the terminated Servicer would have been entitled to charge to a the Collection AccountAccount if the Servicer had continued to act hereunder including, provided that if the terminated Servicer shall nonetheless be entitled to payment was receiving the Servicing Fee, the Servicing Fee and the income on investments or reimbursement as provided in Section 3.09(a) gain related to the extent that such payment Collection Account (in addition to income on investments or reimbursement relates gain related to the period prior to Distribution Account for the completion benefit of the transfer of servicing to a successor servicerTrustee). Notwithstanding the foregoing, if the Trustee has become the successor to the terminated Servicer in accordance with this Section 7.017.02, the Trustee may, if it shall be unwilling to so act, or shall, if it is prohibited by applicable law from making P&I Advances and Servicing Advances pursuant to Section 4.01 hereof, or if it is otherwise unable to so act, appoint, or petition a court of competent jurisdiction to appoint, any established mortgage loan servicing institution the appointment of which does not adversely affect the then current rating of the Certificates by each Rating Agency, as the successor to the terminated Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of such the Servicer hereunder. Any successor to a the Servicer shall be an institution which is a FNMA or Fannie Mae and FHLMC approved seller/servicer in good standing, which has a net worth hxx x xex xorth of at least $10,000,00030,000,000, which is willing to service the related Mortgage Loans and which executes and delivers to the Depositor and the Trustee an agreement accepting such delegation and assignment, containing an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of such the Servicer (other than liabilities of that the Servicer under Section 6.03 hereof incurred prior to termination of a the Servicer under Section 7.01 hereunder7.01), with like effect as if originally named as a party to this Agreement; provided provided, that each Rating Agency acknowledges that its rating of the Certificates in effect immediately prior to such assignment and delegation will not be qualified or reduced reduced, as a result of such assignment and delegation. Any successor servicer appointed by DLJMC shall be rated as a servicer of subprime mortgage loans as “average” (or its equivalent) or better by each Rating Agency that maintains a servicer rating system. Pending appointment of a successor to a the Servicer hereunder, the Trustee, unless the Trustee or other successor servicer unless such entity is prohibited by law from so acting, shall, subject to the limitations described hereinSection 3.05, act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on the related Mortgage Loans as it it, the Depositor, and such successor shall agree; provided, however, that no such compensation shall be in excess of a servicing fee rate of 0.50% per annum. To the extent that the compensation of any successor to WFBNA is calculated using a rate exceeding the then-current rate used to calculate the WFBNA Servicing Fee Rate, each Holder of a Class A-IO-S Certificate hereby agrees to a decrease in the Excess Servicing Fee Rate in an amount equal and amounts paid to such excessthe Servicer from investments. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Neither the Trustee nor any other successor servicer shall be deemed to be in default hereunder by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the failure of the terminated Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. Any successor to a the Servicer as servicer shall give notice to the Mortgagors of such change of servicer. Any successor to a Servicer , in accordance with applicable federal and state law, and shall, during the term of its service as a Servicer servicer, maintain in force the policy or policies of that the type that such Servicer is required to maintain pursuant to Section 3.13. Notwithstanding anything to the contrary contained in this Agreement, the Depositor, as the owner of the Servicing Rights, shall have the right to appoint a successor to the Servicer upon termination of the servicing pursuant to Section 3.24 or Section 7.01. Any such successor Servicer shall be required to satisfy the requirements of a successor Servicer under this Section 7.02. In connection with the termination or resignation of event the Depositor sells the Servicing Rights to a Servicer hereunder, either (i) the successor Servicer, including the Trustee if the Trustee is acting as successor ServicerDepositor shall retain all proceeds, shall represent and warrant that it is a member net of MERS in good standing and shall agree to comply in all material respects with the rules and procedures of MERS expenses, incurred, in connection with the servicing of the Mortgage Loans that are registered with MERS, or (ii) the predecessor Servicer, at its sole expense, shall cooperate with the successor Servicer either (x) in causing MERS to execute and deliver an Assignment of Mortgage in recordable form to transfer the Mortgage from MERS to the Trustee and to execute and deliver such other notices, documents and other instruments as may be necessary or desirable to effect a transfer of such Mortgage Loan or servicing of such Mortgage Loan on the MERS® System to the successor Servicer or (y) in causing MERS to designate on the MERS® System the successor Servicer as the servicer of such Mortgage Loan (at the cost and expense of the successor Servicer to the extent such costs relate to the qualification of such successor Servicer as a member of MERS, otherwise at the cost and expense of the predecessor Servicer). The predecessor Servicer shall file or cause to be filed any such assignment in the appropriate recording office. The successor Servicer shall cause such assignment to be delivered to the Trustee promptly upon receipt of the original with evidence of recording thereon or a copy certified by the public recording office in which such assignment was recordedtransaction.

Trustee to Act; Appointment of Successor. On and after the time a the Trustee gives, and the Servicer receives a notice of termination pursuant to Section 7.01 of this Agreement7.01, the Trustee or a successor servicer appointed pursuant to Section 7.01shall, subject to and to the extent provided hereinin Section 7.03, either shall and subject to the rights of the Trustee to appoint a successor Servicer pursuant to this Section 7.02, be the successor to a Servicer, but only the Servicer in its capacity as servicer under this the Servicing Agreement and not in any other, and the transactions set forth or provided for herein or shall appoint a successor servicer, and in either event such successor servicer the Servicing Agreement and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on such the Servicer by the terms and provisions hereof of the Servicing Agreement and applicable law including the obligation to make Monthly Advances or Servicing Advances pursuant to Section 4.01the Servicing Agreement. As compensation therefor, the successor servicer Trustee shall be entitled to all funds relating to the related Mortgage Loans that the terminated Servicer would have been entitled to charge to a the Collection AccountAccount if the Servicer had continued to act under the Servicing Agreement including, provided that if the terminated Servicer shall nonetheless be entitled to payment or reimbursement was receiving the servicing fee at the servicing fee rate set forth in the Servicing Agreement (as provided set forth in Section 3.09(a) the Mortgage Loan Schedule with respect to the extent that related Mortgage Loans,) such payment servicing fee and the income on investments or reimbursement relates gain related to the period prior Collection Account (in addition to income on investments or gain related to the completion Distribution Account for the benefit of the transfer of servicing to a successor servicerTrustee). Notwithstanding the foregoing, if the Trustee has become the successor to the terminated Servicer in accordance with this Section 7.017.02, the Trustee may, if it shall be unwilling to so act, or shall, if it is prohibited by applicable law from making Monthly Advances and Servicing Advances pursuant to 4.01 hereof, the Servicing Agreement or if it is otherwise unable to so act, or, at the written request of Certificateholders entitled to a majority of the Voting Rights, appoint, or petition a court of competent jurisdiction to appoint, any established mortgage loan servicing institution the appointment of which does not adversely affect the then current rating of the Certificates by each Rating Agency, Agency as the successor to the terminated Servicer hereunder under the Servicing Agreement in the assumption of all or any part of the responsibilities, duties or liabilities of such the Servicer hereunderunder the Servicing Agreement. Any successor to a the Servicer shall be an institution which is a FNMA or FHLMC Fannie Mae- and Freddie Mac-approved seller/servicer in good standing, which has xxxxx hxx a net worth of xxxxx xf at least $10,000,00030,000,000, which is willing to service the related Mortgage Loans and which executes and delivers to the Depositor and the Trustee an agreement accepting such delegation and assignment, containing an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of such the Servicer (other than liabilities of that the Servicer under Section 6.03 hereof 6.3 in the Servicing Agreement incurred prior to termination of a Servicer under Section 7.01 hereunder7.01), with like effect as if originally named as a party to this Agreement; provided provided, that each Rating Agency acknowledges that its rating of the Certificates in effect immediately prior to such assignment and delegation will not be qualified or reduced reduced, as a result of such assignment and delegation. Any successor servicer appointed by DLJMC shall be rated as a servicer of subprime mortgage loans as “average” (or its equivalent) or better by each Rating Agency that maintains a servicer rating system. Pending appointment of a successor to a the Servicer hereunder, the Trustee, unless the Trustee or other successor servicer unless such entity is prohibited by law from so acting, shall, subject to the limitations described hereinSection 7.03, act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on the related Mortgage Loans as it it, the Depositor and such successor shall agree; provided, however, that no such compensation shall be in excess of a servicing fee rate of 0.50% per annum. To the extent that the compensation of any successor to WFBNA is calculated using a rate exceeding the then-current rate used to calculate the WFBNA Servicing Fee Rate, each Holder of a Class A-IO-S Certificate hereby agrees to a decrease in the Excess Servicing Fee Rate in an amount equal and amounts paid to such excessthe Servicer from investments. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Neither the Trustee nor any other successor servicer to the Servicer shall be deemed to be in default hereunder by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the failure of the terminated Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. In the event that the Servicer is terminated pursuant to Section 7.01, the terminated Servicer shall provide notices to the Mortgagors, transfer the Servicing Files to a successor Servicer and pay all of its own out-of-pocket costs and expenses at its own expense. In addition, all reasonable out-of-pocket costs and expenses of a servicing transfer incurred by parties other than the terminated Servicer (excluding set-up costs and other administrative expenses of the successor Servicer, in which case the successor Servicer shall pay for such costs and expenses but shall not be entitled to reimbursement therefor from the Trust Fund), shall be paid by the terminated Servicer promptly upon presentation of reasonable documentation of such costs and if such predecessor Servicer defaults in its obligations to pay such costs, such costs shall be paid by the successor Servicer or the Trustee (in which case the successor Servicer or the Trustee, as the case may be, shall be entitled to reimbursement therefor from the Trust Fund). If the Trustee is the predecessor Servicer (except in the case where the Trustee in its role as successor Servicer is being terminated pursuant to Section 7.01 by reason of an Event of Default caused solely by the Trustee as the successor Servicer and not by the predecessor Servicer's actions or omissions), such costs shall be paid by the Trust Fund promptly upon presentation of reasonable documentation of such costs. Any successor to a the Servicer shall give notice to the Mortgagors of such change of servicer. Any successor to a Servicer Servicer, in accordance with applicable federal and state law, and shall, during the term of its service as a Servicer Servicer, maintain in force the policy or policies of that the type that such Servicer is required to maintain pursuant to this the Servicing Agreement. In connection with the termination or resignation of a Servicer hereunder, either (i) the successor Servicer, including the Trustee if the Trustee is acting as successor Servicer, shall represent and warrant that it is a member of MERS in good standing and shall agree to comply in all material respects with the rules and procedures of MERS in connection with the servicing of the Mortgage Loans that are registered with MERS, or (ii) the predecessor Servicer, at its sole expense, shall cooperate with the successor Servicer either (x) in causing MERS to execute and deliver an Assignment of Mortgage in recordable form to transfer the Mortgage from MERS to the Trustee and to execute and deliver such other notices, documents and other instruments as may be necessary or desirable to effect a transfer of such Mortgage Loan or servicing of such Mortgage Loan on the MERS® System to the successor Servicer or (y) in causing MERS to designate on the MERS® System the successor Servicer as the servicer of such Mortgage Loan (at the cost and expense of the successor Servicer to the extent such costs relate to the qualification of such successor Servicer as a member of MERS, otherwise at the cost and expense of the predecessor Servicer). The predecessor Servicer shall file or cause to be filed any such assignment in the appropriate recording office. The successor Servicer shall cause such assignment to be delivered to the Trustee promptly upon receipt of the original with evidence of recording thereon or a copy certified by the public recording office in which such assignment was recorded.

Trustee to Act; Appointment of Successor. On and Within 90 days after the time Trustee gives, and a Servicer receives a notice of termination pursuant to Section 7.01 of this Agreement7.01, the Trustee or a successor servicer appointed pursuant to Section 7.01shall, subject to and to the extent provided hereinin Section 7.03, either shall and subject to the rights of the Trustee to appoint a successor Servicer pursuant to this Section 7.02, be the successor to a Servicer, but only such Servicer in its capacity as servicer under this the related Servicing Agreement and not in any other, or comparable new agreement with the successor and the transactions set forth or provided for herein or shall appoint a successor servicer, and in either event such successor servicer Servicing Agreement and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on such Servicer by the terms and provisions hereof thereof and applicable law including the obligation to make Monthly Advances or Servicing Advances pursuant to Section 4.01such Servicing Agreement (it being understood and agreed that if such Servicer fails to make an Advance, the Trustee as successor Servicer shall do so unless a determination has been made that such Advance would constitute a Nonrecoverable Monthly Advance or a Nonrecoverable Servicing Advance). As compensation therefor, the successor servicer Trustee shall be entitled to all funds relating to the related Mortgage Loans that the terminated such Servicer would have been entitled to charge to a the Collection Account if such Servicer had continued to act under the related Servicing Agreement including, if such Servicer was receiving the Servicing Fee at the Servicing Fee Rate set forth in such Servicing Agreement (as set forth in the Mortgage Loan Schedule with respect to the related Mortgage Loans), such Servicing Fee and the income on investments or gain related to the Collection Account, provided . It is understood and acknowledged by the parties hereto that the terminated Servicer shall nonetheless there will be entitled to payment or reimbursement as provided in Section 3.09(a) to the extent that such payment or reimbursement relates to the a period prior to the completion of transition before the transfer of servicing to a successor servicerobligations is fully effective. Notwithstanding the foregoing, if the Trustee has become will have a period (not to exceed 90 days) to complete the successor transfer of all servicing data and correct or manipulate such servicing data as may be required by the Trustee to correct any errors or insufficiencies in the terminated Servicer servicing data or otherwise enable the Trustee to service the Mortgage Loans in accordance with Section 7.01accepted servicing practices. Notwithstanding the foregoing, the Trustee may, if it shall be unwilling to so act, or shall, if it is prohibited by applicable law from making Monthly Advances and Servicing Advances pursuant to 4.01 hereofa servicing agreement, or if it is otherwise unable to so act, or, at the written request of Certificateholders entitled to a majority of the Voting Rights in the related Loan Group, appoint, or petition a court of competent jurisdiction to appoint, any established mortgage loan servicing institution the appointment of which does not adversely affect the then current rating of the Certificates by each Rating Agency, as the successor to the terminated related Servicer hereunder under such Servicing Agreement in the assumption of all or any part of the responsibilities, duties or liabilities of such Servicer. No such appointment of a successor to a Servicer hereunderhereunder shall be effective until the Depositor shall have consented thereto. Any successor to a Servicer shall be an institution which is a FNMA or FHLMC Fannie Mae and Freddie Mac approved seller/servicer in good standing, which has a wxxxx xax x net worth of xxxxx xf at least $10,000,00025,000,000, which is willing to service the related Mortgage Loans and which executes and delivers to the Depositor and the Trustee an agreement accepting such delegation and assignment, containing an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of such Servicer terminated Servicer, (other than liabilities of that such terminated Servicer under Section 6.03 hereof incurred prior to termination of a such Servicer under Section 7.01 hereunder7.01), with like effect as if originally named as a party to this Agreement; provided provided, that each Rating Agency acknowledges that its rating of the Certificates in effect immediately prior to such assignment and delegation will not be qualified or reduced reduced, as a result of such assignment and delegation. Any successor servicer appointed by DLJMC shall be rated as a servicer of subprime mortgage loans as “average” (or its equivalent) or better by each Rating Agency that maintains a servicer rating system. Pending appointment of a successor to a Servicer hereunder, the Trustee, unless the Trustee or other successor servicer unless such entity is prohibited by law from so acting, shall, subject to the limitations described hereinthis Section 7.02, act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on the related Mortgage Loans as it it, the Depositor and such successor shall agree; provided, however, that no such compensation shall be in excess of a servicing fee rate of 0.50% per annum. To the extent that the compensation of any successor to WFBNA is calculated using a rate exceeding the then-current rate used to calculate the WFBNA Servicing Fee Rate, each Holder of a Class A-IO-S Certificate hereby agrees to a decrease in the Excess Servicing Fee Rate in an amount equal and amounts paid to such excessServicer from investments. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Neither the Trustee nor any other successor servicer to a Servicer shall be deemed to be in default hereunder by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the failure of the terminated predecessor Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. Any successor to a Servicer shall give be responsible for giving notice to the related Mortgagors of such change of servicer. Any successor to a Servicer Servicer, in accordance with applicable federal and state law, and shall, during the term of its service as a Servicer Servicer, maintain in force the policy or policies of the type that such Servicer is required to maintain pursuant to this the related Servicing Agreement. In connection with the termination or resignation of a Servicer hereunder, either (i) the successor Servicer, including no event shall the Trustee if be responsible for paying the Trustee is acting as successor Servicer, shall represent costs and warrant that it is a member expenses of MERS in good standing and shall agree to comply in all material respects with the rules and procedures of MERS in connection with transferring the servicing of the Mortgage Loans that are registered with MERS, or (ii) the predecessor Servicer, at its sole expense, shall cooperate with the successor Servicer either (x) in causing MERS to execute and deliver an Assignment of Mortgage in recordable form to transfer the Mortgage from MERS to the Trustee and to execute and deliver such other notices, documents and other instruments as may be necessary or desirable to effect a transfer of such Mortgage Loan or servicing of such Mortgage Loan on the MERS® System to the successor Servicer or (y) in causing MERS to designate on the MERS® System the successor Servicer as the servicer of such Mortgage Loan (at the cost and expense of the successor Servicer to the extent such costs relate to the qualification of such successor Servicer as a member of MERS, otherwise at the cost and expense of the predecessor Servicer). The predecessor Servicer shall file or cause to be filed any such assignment in the appropriate recording office. The successor Servicer shall cause such assignment to be delivered to the Trustee promptly upon receipt of the original with evidence of recording thereon or a copy certified by the public recording office in which such assignment was recordedLoans.

Trustee to Act; Appointment of Successor. On and after the time a the Servicer receives a notice of termination pursuant to Section 7.01 of this Agreement, the Trustee or a successor servicer appointed pursuant to Section 7.01shall, subject to and to the extent provided herein, either shall be the successor to a the Servicer, but only in its capacity as servicer under this Agreement Agreement, and not in any other, and the transactions set forth herein or shall appoint a successor servicer, and in either event such successor servicer shall be subject to all the responsibilities, duties and liabilities relating thereto placed on such the Servicer by the terms and provisions hereof and applicable law including the obligation to make Advances pursuant to Section 4.01. As compensation therefor, the successor servicer Trustee shall be entitled to all funds relating to the related Mortgage Loans that the terminated Servicer would have been entitled to charge to a Collection Account, provided that the terminated Servicer shall nonetheless be entitled to payment or reimbursement as provided in Section 3.09(a3.08(a) to the extent that such payment or reimbursement relates to the period prior to the completion termination of the transfer of servicing to a successor servicerServicer. Notwithstanding the foregoing, if the Trustee has become the successor to the terminated Servicer in accordance with Section 7.01, the Trustee may, if it shall be unwilling to so act, or shall, if it is prohibited by applicable law from making Advances pursuant to 4.01 hereof, or if it is otherwise unable to so act, appoint, or petition a court of competent jurisdiction to appoint, any established mortgage loan servicing institution the appointment of which does not adversely affect the then current rating of the Certificates by each Rating Agency, as the successor to the terminated Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of such the Servicer hereunder. Any successor to a the Servicer shall be an institution which is a FNMA or and FHLMC approved seller/servicer in good standing, which has a net worth of at least $10,000,000, which is willing to service the related Mortgage Loans and which executes and delivers to the Depositor and the Trustee an agreement accepting such delegation and assignment, containing an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of such the Servicer (other than liabilities of that the Servicer under Section 6.03 hereof incurred prior to termination of a the Servicer under Section 7.01 hereunder), with like effect as if originally named as a party to this Agreement; provided that each Rating Agency acknowledges that its rating of the Certificates in effect immediately prior to such assignment and delegation will not be qualified or reduced as a result of such assignment and delegation. Any successor servicer appointed by DLJMC shall be rated as a servicer of subprime mortgage loans as “average” (or its equivalent) or better by each Rating Agency that maintains a servicer rating system. Pending appointment of a successor to a the Servicer hereunder, the Trustee, unless the Trustee or other successor servicer unless such entity is prohibited by law from so acting, shall, subject to the limitations described herein, act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on the related Mortgage Loans as it and such successor shall agree; provided, however, that no such compensation shall be in excess of a servicing fee rate of 0.50% per annum. To the extent that the compensation of any successor to WFBNA is calculated using a rate exceeding the then-current rate used to calculate the WFBNA Servicing Fee Rate, each Holder of a Class A-IO-S Certificate hereby agrees to a decrease in the Excess Servicing Fee Rate in an amount equal to such excessFee. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Neither the Trustee nor any other successor servicer shall be deemed to be in default by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the failure of the terminated Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. Any successor to a Servicer shall give notice to the Mortgagors of such change of servicer. Any successor to a Servicer servicer and shall, during the term of its service as a Servicer servicer, maintain in force the policy or policies of that the type that such Servicer is required to maintain pursuant to this Agreement. In connection with the termination or resignation of a Servicer hereunder, either (i) the successor Servicer, including the Trustee if the Trustee is acting as successor Servicer, shall represent and warrant that it is a member of MERS in good standing and shall agree to comply in all material respects with the rules and procedures of MERS in connection with the servicing of the Mortgage Loans that are registered with MERS, or (ii) the predecessor Servicer, at its sole expense, shall cooperate with the successor Servicer either (x) in causing MERS to execute and deliver an Assignment of Mortgage in recordable form to transfer the Mortgage from MERS to the Trustee and to execute and deliver such other notices, documents and other instruments as may be necessary or desirable to effect a transfer of such Mortgage Loan or servicing of such Mortgage Loan on the MERS® System to the successor Servicer or (y) in causing MERS to designate on the MERS® System the successor Servicer as the servicer of such Mortgage Loan (at the cost and expense of the successor Servicer to the extent such costs relate to the qualification of such successor Servicer as a member of MERS, otherwise at the cost and expense of the predecessor Servicer). The predecessor Servicer shall file or cause to be filed any such assignment in the appropriate recording office. The successor Servicer shall cause such assignment to be delivered to the Trustee promptly upon receipt of the original with evidence of recording thereon or a copy certified by the public recording office in which such assignment was recorded.

Trustee to Act; Appointment of Successor. On and after the time a Servicer receives a notice of termination pursuant to Section 7.01 of this AgreementAgreement or the resignation of a Servicer pursuant to Section 6.04, the Trustee or a successor servicer appointed pursuant to Section 7.01shall, subject to and to the extent provided herein, either shall be the successor to a the related Servicer, but only in its capacity as servicer under this Agreement Agreement, and not in any other, and the transactions set forth herein or shall appoint a successor servicer, and in either event such successor servicer shall be subject to all the responsibilities, duties and liabilities relating thereto placed on such the related Servicer by the terms and provisions hereof and applicable law including the obligation to make Advances pursuant to Section 4.01. As compensation therefor, the successor servicer Trustee shall be entitled to all funds relating to the related Mortgage Loans that the terminated related Servicer would have been entitled to charge to a the Collection Account, provided that the terminated Servicer shall nonetheless be entitled to payment or reimbursement as provided in Section 3.09(a) 3.08 to the extent that such payment or reimbursement relates to the period prior to the completion termination of the transfer of servicing to a successor servicerrelated Servicer. Notwithstanding the foregoing, if the Trustee has become the successor to the terminated a Servicer in accordance with Section 7.01, the Trustee may, if it shall be unwilling to so act, or shall, if it is prohibited by applicable law from making Advances pursuant to 4.01 hereof, or if it is otherwise unable to so act, appoint, or petition a court of competent jurisdiction to appoint, any established mortgage loan servicing institution the appointment of which does not adversely affect the then current rating of the Certificates by each Rating Agency, as the successor to the terminated a Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of such a Servicer hereunder. Any successor to a Servicer shall be an institution which is a FNMA Xxxxxx Mae or FHLMC Xxxxxxx Mac approved seller/servicer for first and second loans in good standing, which has a net worth of at least $10,000,000, which is willing to service the related Mortgage Loans and which executes and delivers to the Depositor and the Trustee an agreement accepting such delegation and assignment, containing an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of such the related Servicer (other than liabilities of that the related Servicer under Section 6.03 hereof incurred prior to termination of a the related Servicer under Section 7.01 hereunder), with like effect as if originally named as a party to this Agreement; provided that each Rating Agency acknowledges that its rating of the Certificates in effect immediately prior to such assignment and delegation will not be qualified qualified, withdrawn or reduced downgraded as a result of such assignment and delegation. Any successor servicer appointed by DLJMC shall be rated as a servicer of subprime mortgage loans as “average” (or its equivalent) or better by each Rating Agency that maintains a servicer rating system. Pending appointment of a successor to a Servicer hereunder, the Trustee, unless the Trustee or other successor servicer unless such entity is prohibited by law from so acting, shall, subject to the limitations described herein, act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on the related Mortgage Loans as it and such successor shall agree; provided, however, that no such compensation shall be in excess of a servicing fee rate of 0.50% per annum. To the extent that the compensation of any successor to WFBNA is calculated using a rate exceeding the then-current rate used to calculate the WFBNA Servicing Fee Rate, each Holder of a Class A-IO-S Certificate hereby agrees to a decrease in the Excess Servicing Fee Rate in an amount equal to such excessFee. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Neither the Trustee nor any other successor servicer shall be deemed to be in default by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the failure of the terminated related Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. Any successor to a Servicer shall give notice to the Mortgagors of such change of servicer. Any successor to a Servicer shall, during the term of its service as a Servicer maintain in force the policy or policies of the type that such Servicer is required to maintain pursuant to this Agreement. In connection with the termination or resignation of a any Servicer hereunder, either (i) the successor Servicerservicer, including the Trustee if the Trustee is acting as successor Servicer, shall represent and warrant that it is a member of MERS in good standing and shall agree to comply in all material respects with the rules and procedures of MERS in connection with the servicing of the Mortgage Loans that are registered with MERS, in which case the predecessor Servicer shall cooperate with the successor Servicer in causing MERS to revise its records to reflect the transfer of servicing to the successor Servicer as necessary under MERS’ rules and regulations, or (ii) the predecessor Servicer, at its sole expense, Servicer shall cooperate with the successor Servicer either (x) in causing MERS to execute and deliver an Assignment assignment of Mortgage in recordable form to transfer the Mortgage from MERS to the Trustee and to execute and deliver such other notices, documents and other instruments as may be necessary or desirable to effect a transfer of such Mortgage Loan or servicing of such Mortgage Loan on the MERS® System to the successor Servicer or (y) in causing MERS to designate on the MERS® System the successor Servicer as the servicer of such Mortgage Loan (at the cost and expense of the successor Servicer to the extent such costs relate to the qualification of such successor Servicer as a member of MERS, otherwise at the cost and expense of the predecessor Servicer). The predecessor Servicer shall file or cause to be filed any such assignment in the appropriate recording office. The successor predecessor Servicer shall cause such assignment bear any and all fees of MERS, costs of preparing any assignments of Mortgage, and fees and costs of filing any assignments of Mortgage that may be required under this subsection. Any successor to be delivered a Servicer shall give notice to the Trustee promptly upon receipt Mortgagors of such change of servicer and shall, during the original with evidence term of recording thereon its service as servicer, maintain in force the policy or a copy certified by the public recording office in which policies that such assignment was recordedServicer is required to maintain pursuant to this Agreement.

Trustee to Act; Appointment of Successor. On and after the time a the Servicer receives a notice of termination pursuant to Section 7.01 10.01 or the Trustee receives the resignation of the Servicer evidenced by an Opinion of Counsel pursuant to Section 9.04 or the Servicer is removed as servicer pursuant to this AgreementArticle X, the Trustee or a successor servicer appointed pursuant to Section 7.01, subject to and to the extent provided herein, either shall be the successor in all respects to a Servicer, but only the Servicer in its capacity as servicer under this Agreement and not in any other, and the transactions set forth or provided for herein or shall appoint a successor servicer, and in either event such successor servicer shall be subject to all the responsibilities, duties and liabilities relating thereto placed on such the Servicer by the terms and provisions hereof hereof, provided, however, that the Trustee shall not be liable for any actions of any servicer prior to it, and applicable law including that the obligation Trustee shall not be obligated to make Advances advances or payments pursuant to Section 4.01Sections 6.03, 6.04, 6.11, 6.12, 5.05, 5.10 or 5.14 but only to the extent the Trustee determines reasonably and in good faith that such advances would not be recoverable, such determination to be evidenced with respect to each such advance by a certification of a Responsible Officer of the Trustee. As compensation therefor, the successor servicer Trustee shall be entitled to all funds relating to the related Mortgage Loans that which the terminated Servicer would have been entitled to charge receive from the Principal and Interest Account pursuant to a Collection AccountSection 5.04 if the Servicer had continued to act as servicer hereunder, provided that together with other servicing compensation in the terminated Servicer shall nonetheless be entitled to form of assumption fees, late payment charges, the Contingency Fee or reimbursement otherwise as provided in Section 3.09(a) to the extent that such payment or reimbursement relates to the period prior to the completion of the transfer of servicing to a successor servicerSections 7.01 and 7.03. Notwithstanding the foregoing, if the Trustee has become the successor to the terminated Servicer in accordance with Section 7.01above, the Trustee may, if it shall be unwilling to so act, or shall, if it is prohibited by applicable law from making Advances pursuant to 4.01 hereof, or if it is otherwise unable to so actact or if the Majority Certificateholders or the Certificate Insurer so request in writing to the Trustee, appoint, or petition a court of competent jurisdiction to appoint, any established mortgage loan servicing institution acceptable to the appointment Certificate Insurer, which acceptance shall not be unreasonably withheld, that has a net worth of not less than $15,000,000 and which does not adversely affect the then current rating of the Certificates is approved as a servicer by each Rating Agency, FNMA and FHLMC as the successor to the terminated Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of such the Servicer hereunder. Any collections received by the Servicer after removal or resignation shall be endorsed by it to the Trustee and remitted directly to the Trustee or, at the direction of the Trustee, to the successor servicer. The compensation of any successor servicer (including, without limitation, the Trustee) so appointed shall be the aggregate Servicing Fees, together with the Contingency Fee and other servicing compensation in the form of assumption fees, late payment charges or otherwise. In the event the Trustee is required to solicit bids as provided herein, the Trustee shall solicit, by public announcement, bids from housing and home finance institutions, banks and mortgage servicing institutions meeting the qualifications set forth above. Such public announcement shall specify that the successor servicer and claims administrator shall be entitled to, with respect to the Mortgage Loans each would be servicing, the full amount of the aggregate Servicing Fees and Contingency Fee relating to such Mortgage Loans as servicing compensation, together with the other servicing compensation in the form of assumption fees, late payment charges or otherwise. Within thirty days after any such public announcement, the Trustee shall negotiate and effect the sale, transfer and assignment of the servicing rights and responsibilities hereunder to the qualified party submitting the highest qualifying bid. The Trustee shall deduct from any sum received by the Trustee from the successor to a the Servicer in respect of such sale, transfer and assignment all costs and expenses of any public announcement and of any sale, transfer and assignment of the servicing rights and responsibilities hereunder and the amount of any unreimbursed Servicing Advances and Monthly Advances. After such deductions, the remainder of such sum shall be an institution which is a FNMA or FHLMC approved seller/paid by the Trustee to the Servicer at the time of such sale, transfer and assignment to the Servicer's successor. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. The Servicer agrees to cooperate with the Trustee and any successor servicer in good standingeffecting the termination of the Servicer's servicing responsibilities and rights hereunder and shall promptly provide the Trustee or such successor servicer, which has a net worth of at least $10,000,000as applicable, which is willing all documents and records reasonably requested by it to service enable it to assume the related Mortgage Loans Servicer's functions hereunder and which executes and delivers shall promptly also transfer to the Depositor Trustee or such successor servicer, all amounts which then have been or should have been deposited in the Principal and Interest Account or Spread Account by the Servicer or which are thereafter received with respect to the Mortgage Loans. Neither the Trustee nor any other successor servicer shall be held liable by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof caused by (i) the failure of the Servicer to deliver, or any delay in delivering, cash, documents or records to it, or (ii) restrictions imposed by any regulatory authority having jurisdiction over the Servicer hereunder. No appointment of a successor to the Servicer hereunder shall be effective until written notice of such proposed appointment shall have been provided by the Trustee to each Certificateholder and the Certificate Insurer, and the Trustee an agreement accepting such delegation and assignment, containing an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of such Servicer (other than liabilities of that Servicer under Section 6.03 hereof incurred prior to termination of shall have consented thereto. The Trustee shall not resign as servicer until a Servicer under Section 7.01 hereunder), with like effect as if originally named as a party to this Agreement; provided that each Rating Agency acknowledges that its rating of the Certificates in effect immediately prior to such assignment and delegation will not be qualified or reduced as a result of such assignment and delegation. Any successor servicer appointed by DLJMC shall be rated as a servicer of subprime mortgage loans as “average” (or its equivalent) or better by each Rating Agency that maintains a servicer rating systemreasonably acceptable to the Certificate Insurer has been appointed. Pending appointment of a successor to a the Servicer hereunder, the Trustee or other successor servicer unless such entity is prohibited by law from so acting, shall, subject to the limitations described herein, shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on the related Mortgage Loans as it and such successor shall agree; provided, however, that no such compensation shall be in excess of a servicing fee rate of 0.50% per annum. To that permitted the extent that the compensation of any successor Servicer pursuant to WFBNA is calculated using a rate exceeding the then-current rate used to calculate the WFBNA Servicing Fee Rate, each Holder of a Class A-IO-S Certificate hereby agrees to a decrease Section 7.03 or otherwise as provided in the Excess Servicing Fee Rate in an amount equal to such excessthis Agreement. The Trustee Servicer, the Trustee, and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Neither the Trustee nor any other successor servicer shall be deemed to be in default by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the failure of the terminated Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. Any successor to a Servicer shall give notice to the Mortgagors of such change of servicer. Any successor to a Servicer shall, during the term of its service as a Servicer maintain in force the policy or policies of the type that such Servicer is required to maintain pursuant to this Agreement. In connection with the termination or resignation of a Servicer hereunder, either (i) the successor Servicer, including the Trustee if the Trustee is acting as successor Servicer, shall represent and warrant that it is a member of MERS in good standing and shall agree to comply in all material respects with the rules and procedures of MERS in connection with the servicing of the Mortgage Loans that are registered with MERS, or (ii) the predecessor Servicer, at its sole expense, shall cooperate with the successor Servicer either (x) in causing MERS to execute and deliver an Assignment of Mortgage in recordable form to transfer the Mortgage from MERS to the Trustee and to execute and deliver such other notices, documents and other instruments as may be necessary or desirable to effect a transfer of such Mortgage Loan or servicing of such Mortgage Loan on the MERS® System to the successor Servicer or (y) in causing MERS to designate on the MERS® System the successor Servicer as the servicer of such Mortgage Loan (at the cost and expense of the successor Servicer to the extent such costs relate to the qualification of such successor Servicer as a member of MERS, otherwise at the cost and expense of the predecessor Servicer). The predecessor Servicer shall file or cause to be filed any such assignment in the appropriate recording office. The successor Servicer shall cause such assignment to be delivered to the Trustee promptly upon receipt of the original with evidence of recording thereon or a copy certified by the public recording office in which such assignment was recorded.

Trustee to Act; Appointment of Successor. On and after the time a the Servicer receives a notice of termination pursuant to Section 7.01 of this Agreement, the Trustee or a successor servicer appointed pursuant to Section 7.01, subject to and to the extent provided herein, either shall be the successor to a the Servicer, but only in its capacity as servicer under this Agreement and not in any other, and the transactions set forth herein or shall appoint a successor servicer, and in either event such successor servicer shall be subject to all the responsibilities, duties and liabilities relating thereto placed on such the Servicer by the terms and provisions hereof and applicable law including the obligation to make Advances pursuant to Section 4.01. As compensation therefor, the successor servicer shall be entitled to all funds relating to the related Mortgage Loans that the terminated Servicer would have been entitled to charge to a Collection Account, provided that the terminated Servicer shall nonetheless be entitled to payment or reimbursement as provided in Section 3.09(a) to the extent that such payment or reimbursement relates to the period prior to the completion of the transfer of servicing to a successor servicer. Notwithstanding the foregoing, if the Trustee has become the successor to the terminated Servicer in accordance with Section 7.01, the Trustee may, if it shall be unwilling to so act, or shall, if it is prohibited by applicable law from making Advances pursuant to 4.01 hereof, or if it is otherwise unable to so act, appoint, or petition a court of competent jurisdiction to appoint, any established mortgage loan servicing institution the appointment of which does not adversely affect the then current rating of the Certificates by each Rating Agency, as the successor to the terminated Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of such the Servicer hereunder. Any successor to a the Servicer shall be an institution which is a FNMA or FHLMC approved seller/servicer in good standing, which has a net worth of at least $10,000,000, which is willing to service the related Mortgage Loans and which executes and delivers to the Depositor and the Trustee an agreement accepting such delegation and assignment, containing an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of such the Servicer (other than liabilities of that the Servicer under Section 6.03 hereof incurred prior to termination of a the Servicer under Section 7.01 hereunder), with like effect as if originally named as a party to this Agreement; provided that each Rating Agency acknowledges that its rating of the Certificates in effect immediately prior to such assignment and delegation will not be qualified or reduced as a result of such assignment and delegation. Any successor servicer appointed by DLJMC shall be rated as a servicer of subprime mortgage loans as “average” (or its equivalent) or better by each Rating Agency that maintains a servicer rating system. Pending appointment of a successor to a the Servicer hereunder, the Trustee or other successor servicer unless such entity is prohibited by law from so acting, shall, subject to the limitations described herein, act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on the related Mortgage Loans as it and such successor shall agree; provided, however, that no such compensation shall be in excess of a servicing fee rate of 0.50% per annum. To the extent that the compensation of any successor to WFBNA is calculated using a rate exceeding the then-current rate used to calculate the WFBNA Servicing Fee Rate, each Holder of a Class A-IO-S Certificate hereby agrees to a decrease in the Excess Servicing Fee Rate in an amount equal to such excess. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Neither the Trustee nor any other successor servicer shall be deemed to be in default by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the failure of the terminated Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. Any successor to a the Servicer shall give notice to the Mortgagors of such change of servicer. Any successor to a the Servicer shall, during the term of its service as a the Servicer maintain in force the policy or policies of the type that such the Servicer is required to maintain pursuant to this Agreement. In connection with the termination or resignation of a the Servicer hereunder, either (i) the successor Servicer, including the Trustee if the Trustee is acting as successor Servicer, shall represent and warrant that it is a member of MERS in good standing and shall agree to comply in all material respects with the rules and procedures of MERS in connection with the servicing of the Mortgage Loans that are registered with MERS, or (ii) the predecessor Servicer, at its sole expense, shall cooperate with the successor Servicer either (x) in causing MERS to execute and deliver an Assignment of Mortgage in recordable form to transfer the Mortgage from MERS to the Trustee and to execute and deliver such other notices, documents and other instruments as may be necessary or desirable to effect a transfer of such Mortgage Loan or servicing of such Mortgage Loan on the MERS® System to the successor Servicer or (y) in causing MERS to designate on the MERS® System the successor Servicer as the servicer of such Mortgage Loan (at the cost and expense of the successor Servicer to the extent such costs relate to the qualification of such successor Servicer as a member of MERS, otherwise at the cost and expense of the predecessor Servicer). The predecessor Servicer shall file or cause to be filed any such assignment in the appropriate recording office. The successor Servicer shall cause such assignment to be delivered to the Trustee promptly upon receipt of the original with evidence of recording thereon or a copy certified by the public recording office in which such assignment was recorded.

Trustee to Act; Appointment of Successor. On and after the time a the Servicer receives a notice of termination pursuant to Section 7.01 of this Agreement3.24 or Section 7.01, the Trustee or a successor servicer appointed pursuant to Section 7.01shall, subject to and to the extent provided hereinin Section 3.05, either shall be the successor to a Servicer, but only the Servicer in its capacity as servicer under this Agreement and not in any other, and the transactions set forth or provided for herein or shall appoint a successor servicer, and in either event such successor servicer shall be subject to all the responsibilities, duties and liabilities relating thereto placed on such the Servicer by the terms and provisions hereof and applicable law including the obligation to make P&I Advances and Servicing Advances, pursuant to Section 4.013.24 or Section 7.01. It is understood and acknowledged by the parties hereto that there will be a period of transition before the transfer of servicing obligations is fully effective. Notwithstanding the foregoing, the Trustee will have a period (not to exceed 90 days) to complete the transfer of all servicing data and correct or manipulate such servicing data as may be required by the Trustee to correct any errors or insufficiencies in the servicing data or otherwise enable the Trustee to service the Mortgage Loans in accordance with Accepted Servicing Practices. As compensation therefor, the successor servicer Trustee shall be entitled to all funds relating to the related Mortgage Loans that the terminated Servicer would have been entitled to charge to a the Collection AccountAccount if the Servicer had continued to act hereunder including, provided that if the terminated Servicer shall nonetheless was receiving the Servicing Fee, the Servicing Fee and, subject to Section 3.21(c), the income on investments or gain related to the Collection Account which the Servicer would be entitled to payment or reimbursement as provided in Section 3.09(a) to the extent that such payment or reimbursement relates to the period prior to the completion of the transfer of servicing to a successor servicerreceive. Notwithstanding the foregoing, if the Trustee has become the successor to the terminated Servicer in accordance with Section 7.01, the Trustee may, if it shall be unwilling to so act, or shall, if it is prohibited by applicable law from making P&I Advances and Servicing Advances pursuant to 4.01 hereofSection 4.01, or if it is otherwise unable to so actact or at the written request of Certificateholders entitled to at least a majority of the Voting Rights, appoint, or petition a court of competent jurisdiction to appoint, any established mortgage loan servicing institution the appointment of which does not adversely affect the then current rating of the Certificates by each Rating Agency, as the successor to the terminated Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of such the Servicer hereunder. Any successor to a the Servicer shall make the covenant set forth in Section 6.02(b). Any successor to the Servicer shall be an institution which is a FNMA or FHLMC approved seller/servicer in good standing, which has a net worth of at least $10,000,000, which is willing to service the related Mortgage Loans and which executes and delivers to the Depositor and the Trustee an agreement accepting such delegation and assignment, containing an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of such the Servicer (other than liabilities of that the Servicer under Section 6.03 hereof incurred prior to termination of a the Servicer under Section 7.01 hereunder7.01), with like effect as if originally named as a party to this Agreement; provided provided, that each Rating Agency acknowledges that its rating of the Certificates in effect immediately prior to such assignment and delegation will not be qualified or reduced reduced, as a result of such assignment and delegation. Any successor servicer appointed by DLJMC shall be rated as a servicer of subprime mortgage loans as “average” (or its equivalent) or better by each Rating Agency that maintains a servicer rating system. Pending appointment of a successor to a the Servicer hereunder, the Trustee, unless the Trustee or other successor servicer unless such entity is prohibited by law from so acting, shall, subject to the limitations described hereinSection 3.05, act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on the related Mortgage Loans as it and such successor shall agree; provided, however, that no such compensation shall be in excess of a servicing fee rate of 0.50% per annum. To the extent that the compensation of any successor to WFBNA is calculated using a rate exceeding the then-current rate used to calculate the WFBNA Servicing Fee Rate, each Holder of a Class A-IO-S Certificate hereby agrees to a decrease in the Excess Servicing Fee Rate in an amount equal and amounts paid to such excessthe Servicer from investments (subject to Section 3.21(c)). The Trustee and such successor Servicer shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Neither the Trustee nor any other successor servicer to the Servicer shall be deemed to be in default hereunder by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the failure of the terminated Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. In the event that the Servicer is terminated pursuant to Section 7.01, the terminated Servicer shall be responsible for the servicing transfer, provide notices to the Mortgagors, arrange for and transfer the Servicing Files to a successor Servicer and pay all of its own out-of-pocket costs and expenses at its own expense. In addition, in the event that the Servicer is terminated pursuant to Section 7.01, the terminated Servicer shall pay all reasonable out-of-pocket costs and expenses of a servicing transfer incurred by parties other than the terminated Servicer promptly upon presentation of reasonable documentation of such costs. If the Trustee is the terminated Servicer (except in the case where the Trustee in its role as successor Servicer is being terminated pursuant to Section 7.01 by reason of an Event of Default caused solely by the Trustee as the successor Servicer and not by the predecessor Servicer's actions or omissions), such costs shall be paid by the prior terminated Servicer promptly upon presentation of reasonable documentation of such costs. If the terminated Servicer defaults in its obligation to pay such costs and expenses, the same shall be paid by the successor Servicer or the Trustee, in which case the successor Servicer or the Trustee, as applicable, shall be entitled to reimbursement therefor from the Trust Fund. Any successor to a the Servicer as servicer shall give notice to the Mortgagors of such change of servicer. Any successor to a Servicer servicer and shall, during the term of its service as a Servicer servicer, maintain in force the policy or policies of that the type that such Servicer is required to maintain pursuant to this Agreement. In connection with the termination or resignation of a Servicer hereunder, either (i) the successor Servicer, including the Trustee if the Trustee is acting as successor Servicer, shall represent and warrant that it is a member of MERS in good standing and shall agree to comply in all material respects with the rules and procedures of MERS in connection with the servicing of the Mortgage Loans that are registered with MERS, or (ii) the predecessor Servicer, at its sole expense, shall cooperate with the successor Servicer either (x) in causing MERS to execute and deliver an Assignment of Mortgage in recordable form to transfer the Mortgage from MERS to the Trustee and to execute and deliver such other notices, documents and other instruments as may be necessary or desirable to effect a transfer of such Mortgage Loan or servicing of such Mortgage Loan on the MERS® System to the successor Servicer or (y) in causing MERS to designate on the MERS® System the successor Servicer as the servicer of such Mortgage Loan (at the cost and expense of the successor Servicer to the extent such costs relate to the qualification of such successor Servicer as a member of MERS, otherwise at the cost and expense of the predecessor Servicer). The predecessor Servicer shall file or cause to be filed any such assignment in the appropriate recording office. The successor Servicer shall cause such assignment to be delivered to the Trustee promptly upon receipt of the original with evidence of recording thereon or a copy certified by the public recording office in which such assignment was recordedSection 3.13.

Trustee to Act; Appointment of Successor. On and after the time a the Master Servicer receives a notice of termination pursuant to Section 7.01 of this Agreement7.01, the Trustee or a successor servicer appointed pursuant to Section 7.01shall, subject to and to the extent provided hereinin Section 3.05, either shall be the successor to a Servicer, but only the Master Servicer in its capacity as servicer Master Servicer under this Agreement and not in any other, and the transactions set forth provided for herein or shall appoint a successor servicer, and in either event such successor servicer shall be subject to all the responsibilities, duties and liabilities (other than any liabilities incurred by the Master Servicer prior to its termination hereunder) relating thereto placed on such the Master Servicer by the terms and provisions hereof and applicable law law, including the obligation to make Advances pursuant to Section 4.01. As compensation therefor, the successor servicer Trustee shall be entitled to all funds relating to the related Mortgage Loans that the terminated Master Servicer would have been entitled to charge to a Collection Account, provided that the terminated Certificate Account or Distribution Account if the Master Servicer shall nonetheless be entitled had continued to payment or reimbursement as provided in Section 3.09(a) to the extent that such payment or reimbursement relates to the period prior to the completion of the transfer of servicing to a successor serviceract hereunder. Notwithstanding the foregoing, if the Trustee has become the successor to the terminated Master Servicer in accordance with Section 7.01, the Trustee may, if it shall be unwilling to so act, or shall, if it is prohibited by applicable law from making Advances pursuant to Section 4.01 hereof, or if it is otherwise unable to so act, appoint, or petition a court of competent jurisdiction to appoint, any established mortgage loan servicing institution reasonably acceptable to the NIM Insurer (as evidenced by the prior written consent of the NIM Insurer), the appointment of which does not adversely affect the then current rating of the Certificates and the NIM Insurer guaranteed notes by each Rating Agency, as the successor to the terminated Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities obligations of such the Master Servicer hereunder. Any successor to a the Master Servicer shall be an institution which that is a FNMA or and FHLMC approved seller/servicer in good standing, which that has a net worth of at least $10,000,00015,000,000, which that is willing to service the related Mortgage Loans and which that executes and delivers to the Depositor and the Trustee an agreement accepting such delegation and assignment, containing an assumption by such Person it of the rights, powers, duties, responsibilities, rights and obligations and liabilities of such the Master Servicer (other than liabilities of that the Master Servicer under Section 6.03 hereof incurred prior to before termination of a the Master Servicer under Section 7.01 hereunder7.01), with like effect as if originally named as a party to this Agreement; provided provided, that each Rating Agency acknowledges that its rating of the Certificates in effect immediately prior to such before the assignment and delegation will not be qualified or reduced as a result of such the assignment and delegation. Any successor servicer appointed by DLJMC shall be rated as a servicer of subprime mortgage loans as “average” (or its equivalent) or better by each Rating Agency that maintains a servicer rating system. Pending appointment of a successor to a the Master Servicer hereunder, the Trustee, unless the Trustee or other successor servicer unless such entity is prohibited by law from so acting, shall, subject to the limitations described hereinSection 3.05, act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such the successor out of payments on the related Mortgage Loans as it and such the successor shall agree; provided, however, that no . No such compensation shall be in excess of a servicing fee rate of 0.50% per annum. To exceed the extent that the compensation of any successor to WFBNA is calculated using a rate exceeding the then-current rate used to calculate the WFBNA Master Servicing Fee Rate, each Holder of a Class A-IO-S Certificate hereby agrees to a decrease in the Excess Servicing Fee Rate in an amount equal to such excess. The Trustee and such the successor shall take such any action, consistent with this Agreement, as shall be necessary to effectuate any such the succession. Neither the Trustee nor any other successor servicer Master Servicer shall be deemed to be in default by reason hereunder because of any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the failure of the terminated Master Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. Any The appointment of a successor to a Master Servicer shall give notice not affect any liability of the predecessor Master Servicer that my have arisen under this Agreement before its termination as Master Servicer to pay any deductible under an insurance policy, to indemnify any person, or otherwise, nor shall any successor Master Servicer be liable for any acts or omissions of the Mortgagors predecessor Master Servicer or for any breach by the Master Servicer of such change of servicer. Any successor to a Servicer shall, during the term any of its service as a Servicer maintain representations and warranties contained in force the policy or policies of the type that such Servicer is required to maintain pursuant to this Agreement. In connection with the termination or resignation of a the Master Servicer hereunder, either (i) the successor Master Servicer, including the Trustee if the Trustee is acting as successor Master Servicer, shall represent and warrant that it is a member of MERS in good standing and shall agree to comply in all material respects with the rules and procedures of MERS in connection with the servicing of the Mortgage Loans that are registered with MERS, or (ii) the predecessor Servicer, at its sole expense, Master Servicer shall cooperate with the successor Master Servicer either (x) in causing MERS to execute and deliver an Assignment assignment of Mortgage in recordable form to transfer the Mortgage from MERS to the Trustee and to execute and deliver such other notices, documents and other instruments as may be necessary or desirable to effect a transfer of such Mortgage Loan or servicing of such Mortgage Loan on the MERS® MERS(R) System to the successor Master Servicer or (y) in causing MERS to designate on the MERS® MERS(R) System the successor Master Servicer as the servicer of such Mortgage Loan (at the cost and expense of the successor Servicer to the extent such costs relate to the qualification of such successor Servicer as a member of MERS, otherwise at the cost and expense of the predecessor Servicer)Loan. The predecessor Master Servicer shall file or cause to be filed any such assignment in the appropriate recording office. The successor Master Servicer shall cause such assignment to be delivered to the Trustee promptly upon receipt of the original with evidence of recording thereon or a copy certified by the public recording office in which such assignment was recorded. Any successor to the Master Servicer as Master Servicer shall give notice of the change of servicer to the NIM Insurer and the Mortgagors and shall, during the term of its service as Master Servicer, maintain in force the policy or policies that the Master Servicer is required to maintain pursuant to Section 6.05.

Trustee to Act; Appointment of Successor. On and after the time a the Servicer receives a notice of termination pursuant to Section 7.01 of this Agreement7.01, the Trustee or a successor servicer appointed pursuant to Section 7.01shall, subject to and to the extent provided hereinin Section 3.05, either shall be the successor to a Servicer, but only the Servicer in its capacity as servicer Servicer under this Agreement and not in any other, and the transactions set forth provided for herein or shall appoint a successor servicer, and in either event such successor servicer shall be subject to all the responsibilities, duties and liabilities (other than any liabilities incurred by the Servicer prior to its termination hereunder) relating thereto placed on such the Servicer by the terms and provisions hereof and applicable law law, including the obligation to make Advances pursuant to Section 4.01. As compensation therefor, the successor servicer Trustee shall be entitled to all funds relating to the related Mortgage Loans that the terminated Servicer would have been entitled to charge to a Collection Account, provided that the terminated Certificate Account or Distribution Account if the Servicer shall nonetheless be entitled had continued to payment or reimbursement as provided in Section 3.09(a) to the extent that such payment or reimbursement relates to the period prior to the completion of the transfer of servicing to a successor serviceract hereunder. Notwithstanding the foregoing, if the Trustee has become the successor to the terminated Servicer in accordance with Section 7.01, the Trustee may, if it shall be unwilling to so act, or shall, if it is prohibited by applicable law from making Advances pursuant to Section 4.01 hereof, or if it is otherwise unable to so act, appoint, or petition a court of competent jurisdiction to appoint, any established mortgage loan servicing institution reasonably acceptable to the Depositor, the appointment of which does not adversely affect the then current rating of the Certificates by each Rating AgencyAgency (without regard to the Policy), as the successor to the terminated Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities obligations of such the Servicer hereunder. Any successor to a the Servicer shall be an institution which that is a FNMA or and FHLMC approved seller/servicer in good standing, which that has a net worth of at least $10,000,00015,000,000, which that is willing to service the related Mortgage Loans and which that executes and delivers to the Depositor and the Trustee an agreement accepting such delegation and assignment, containing an assumption by such Person it of the rights, powers, duties, responsibilities, rights and obligations and liabilities of such the Servicer (other than liabilities of that the Servicer under Section 6.03 hereof incurred prior to before termination of a the Servicer under Section 7.01 hereunder7.01), with like effect as if originally named as a party to this Agreement; provided provided, that each Rating Agency acknowledges that its rating of the Certificates (without regard to the Policy) in effect immediately prior to such before the assignment and delegation will not be qualified or reduced as a result of such the assignment and delegation. Any successor servicer appointed by DLJMC shall be rated as a servicer of subprime mortgage loans as “average” (or its equivalent) or better by each Rating Agency that maintains a servicer rating system. Pending appointment of a successor to a the Servicer hereunder, the Trustee, unless the Trustee or other successor servicer unless such entity is prohibited by law from so acting, shall, subject to the limitations described hereinSection 3.05, act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such the successor out of payments on the related Mortgage Loans as it and such the successor shall agree; provided, however, that no . No such compensation shall be in excess of a servicing fee rate of 0.50% per annum. To exceed the extent that the compensation of any successor to WFBNA is calculated using a rate exceeding the then-current rate used to calculate the WFBNA Servicing Fee Rate, each Holder of a Class A-IO-S Certificate hereby agrees to a decrease in the Excess Servicing Fee Rate in an amount equal to such excess. The Trustee and such the successor shall take such any action, consistent with this Agreement, as shall be necessary to effectuate any such the succession. Neither the Trustee nor any other successor servicer Servicer shall be deemed to be in default by reason hereunder because of any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the failure of the terminated Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. Any The appointment of a successor to a Servicer shall give notice not affect any liability of the predecessor Servicer that my have arisen under this Agreement before its termination as Servicer to pay any deductible under an insurance policy, to indemnify any person, or otherwise, nor shall any successor Servicer be liable for any acts or omissions of the Mortgagors predecessor Servicer or for any breach by the Servicer of such change of servicer. Any successor to a Servicer shall, during the term any of its service as a Servicer maintain representations and warranties contained in force the policy or policies of the type that such Servicer is required to maintain pursuant to this Agreement. In connection with the termination or resignation of a the Servicer hereunder, either (i) the successor Servicer, including the Trustee if the Trustee is acting as successor Servicer, shall represent and warrant that it is a member of MERS in good standing and shall agree to comply in all material respects with the rules and procedures of MERS in connection with the servicing of the Mortgage Loans that are registered with MERS, or (ii) the predecessor Servicer, at its sole expense, Servicer shall cooperate with the successor Servicer either (x) in causing MERS to execute and deliver an Assignment assignment of Mortgage in recordable form to transfer the Mortgage from MERS to the Trustee and to execute and deliver such other notices, documents and other instruments as may be necessary or desirable to effect a transfer of such Mortgage Loan or servicing of such Mortgage Loan on the MERS® System to the successor Servicer or (y) in causing MERS to designate on the MERS® System the successor Servicer as the servicer of such Mortgage Loan (at the cost and expense of the successor Servicer to the extent such costs relate to the qualification of such successor Servicer as a member of MERS, otherwise at the cost and expense of the predecessor Servicer)Loan. The predecessor Servicer shall file or cause to be filed any such assignment in the appropriate recording office. The successor Servicer shall cause such assignment to be delivered to the Trustee promptly upon receipt of the original with evidence of recording thereon or a copy certified by the public recording office in which such assignment was recorded. Each of the Certificate Insurer and the Pool Insurer must consent to any successor servicer. Any successor to the Servicer as Servicer shall give notice of the change of servicer to the Seller and Certificate Insurer and the Mortgagors and shall, during the term of its service as Servicer, maintain in force the policy or policies that the Servicer is required to maintain pursuant to Section 6.05.

Trustee to Act; Appointment of Successor. On and after the time a the Servicer receives a notice of termination pursuant to Section 7.01 of this Agreement, the Trustee or a successor servicer appointed pursuant to Section 7.01shall, subject to and to the extent provided herein, either shall be the successor to a the Servicer, but only in its capacity as servicer under this Agreement Agreement, and not in any other, other and the transactions set forth herein or shall appoint a successor servicer, and in either event such successor servicer shall be subject to all the responsibilities, duties and liabilities relating thereto placed on such the Servicer by the terms and provisions hereof and applicable law including the obligation to make Advances pursuant to Section 4.01. As compensation therefor, the successor servicer Trustee shall be entitled to all funds relating to the related Mortgage Loans Contracts that the terminated Servicer would have been entitled to charge to a Collection Account, provided that the terminated Servicer shall nonetheless be entitled to payment or reimbursement as provided in Section 3.09(a3.07(a) to the extent that such payment or reimbursement relates to the period prior to the completion termination of the transfer of servicing to a successor servicerServicer. Notwithstanding the foregoing, if the Trustee has become the successor to the terminated Servicer in accordance with Section 7.01, the Trustee may, if it shall be unwilling to so act, or shall, if it is prohibited by applicable law from making Advances pursuant to 4.01 hereof, or if it is otherwise unable to so act, appoint, or petition a court of competent jurisdiction to appoint, any established mortgage loan servicing institution the appointment of which does not adversely affect the then current rating of the Certificates by each Rating Agency, as the successor to the terminated Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of such the Servicer hereunder. Any successor to a the Servicer shall be an institution which is a FNMA or FHLMC approved seller/servicer in good standing, which has a net worth of at least $10,000,000, which is willing to service the related Mortgage Loans Contracts and which executes and delivers to the Depositor and the Trustee an agreement accepting such delegation and assignment, containing an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of such the Servicer (other than liabilities of that the Servicer under Section 6.03 hereof incurred prior to termination of a the Servicer under Section 7.01 hereunder), with like effect as if originally named as a party to this Agreement; provided that each Rating Agency acknowledges that its rating of the Certificates in effect immediately prior to such assignment and delegation will not be qualified or reduced as a result of such assignment and delegation. Any successor servicer appointed by DLJMC shall be rated as a servicer of subprime mortgage loans as “average” (or its equivalent) or better by each Rating Agency that maintains a servicer rating system. Pending appointment of a successor to a the Servicer hereunder, the Trustee, unless the Trustee or other successor servicer unless such entity is prohibited by law from so acting, shall, subject to the limitations described herein, act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on the related Mortgage Loans Contracts as it and such successor shall agree; provided, however, that no such compensation shall be in excess of a servicing fee rate of 0.50% per annum. To the extent that the compensation of any successor to WFBNA is calculated using a rate exceeding the then-current rate used to calculate the WFBNA Servicing Fee Rate, each Holder of a Class A-IO-S Certificate hereby agrees to a decrease in the Excess Servicing Fee Rate in an amount equal to such excessFee. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Neither the Trustee nor any other successor servicer shall be deemed to be in default by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the failure of the terminated Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. Any successor to a the Servicer shall give notice to the Mortgagors Obligors of such change of servicer. Any successor to a Servicer servicer and shall, during the term of its service as a Servicer servicer, maintain in force the policy or policies of that the type that such Servicer is required to maintain pursuant to this Agreement. In connection with the termination or resignation of a Servicer hereunder, either (i) the successor Servicer, including the Trustee if the Trustee is acting as successor Servicer, shall represent and warrant that it is a member of MERS in good standing and shall agree to comply in all material respects with the rules and procedures of MERS in connection with the servicing of the Mortgage Loans that are registered with MERS, or (ii) the predecessor Servicer, at its sole expense, shall cooperate with the successor Servicer either (x) in causing MERS to execute and deliver an Assignment of Mortgage in recordable form to transfer the Mortgage from MERS to the Trustee and to execute and deliver such other notices, documents and other instruments as may be necessary or desirable to effect a transfer of such Mortgage Loan or servicing of such Mortgage Loan on the MERS® System to the successor Servicer or (y) in causing MERS to designate on the MERS® System the successor Servicer as the servicer of such Mortgage Loan (at the cost and expense of the successor Servicer to the extent such costs relate to the qualification of such successor Servicer as a member of MERS, otherwise at the cost and expense of the predecessor Servicer). The predecessor Servicer shall file or cause to be filed any such assignment in the appropriate recording office. The successor Servicer shall cause such assignment to be delivered to the Trustee promptly upon receipt of the original with evidence of recording thereon or a copy certified by the public recording office in which such assignment was recorded.

Trustee to Act; Appointment of Successor. On and after the time a the Servicer or the Countrywide Servicer, as applicable, receives a notice of termination pursuant to Section 3.24 or Section 7.01 of this Agreementor pursuant to the CHL Agreements, as applicable, the Trustee or a successor servicer appointed pursuant to Section 7.01shall, subject to and to the extent provided hereinin Section 3.05, either shall be the successor to a the Servicer or the Countrywide Servicer, but only as applicable, in its capacity as servicer under this Agreement and not in any other, or the CHL Agreements and the transactions set forth or provided for herein or shall appoint a successor servicer, and in either event such successor servicer shall be subject to all the responsibilities, duties and liabilities relating thereto placed on such the Servicer or the Countrywide Servicer, as applicable, by the terms and provisions hereof or thereof and applicable law including the obligation to make P&I Advances or Servicing Advances pursuant to Section 4.013.24 or Section 7.01 or pursuant to the CHL Agreements, as applicable. As compensation therefor, the successor servicer Trustee shall be entitled to all funds relating to the related Mortgage Loans that the terminated Servicer or the Countrywide Servicer, as applicable, would have been entitled to charge to a its Collection AccountAccount if the Servicer or the Countrywide Servicer, provided that as applicable, had continued to act hereunder or thereunder, including, if the terminated Servicer shall nonetheless or the Countrywide Servicer, as applicable, was receiving the Servicing Fee, the Servicing Fee and the income on investments or gain related to its Collection Account and the Distribution Account which the Servicer or the Countrywide Servicer, as applicable, would be entitled to payment receive (in addition to income on investments or reimbursement as provided in Section 3.09(a) gain related to the extent that such payment or reimbursement relates to Distribution Account for the period prior to the completion benefit of the transfer of servicing to a successor servicerTrustee during the Trustee Float Period). Notwithstanding the foregoing, if the Trustee has become the successor to the terminated Servicer or the Countrywide Servicer, as applicable, in accordance with Section 7.01, the Trustee may, if it shall be unwilling to so act, or shall, if it is prohibited by applicable law from making P&I Advances and Servicing Advances pursuant to Section 4.01 hereofor pursuant to the CHL Agreements, or as applicable, if it is otherwise unable to so actact or at the written request of Certificateholders entitled to at least a majority of the Voting Rights, appoint, or petition a court of competent jurisdiction to appoint, any established mortgage loan servicing institution the appointment of which does not adversely affect the then current rating of the Certificates by each Rating Agency, as the successor to the terminated Servicer such servicer hereunder or thereunder in the assumption of all or any part of the responsibilities, duties or liabilities of such Servicer hereunderservicer hereunder or thereunder. Any successor to a Servicer such servicer shall be an institution which is a FNMA or FHLMC Fannie Mae and Freddie Mac approved seller/servicer in good standing, which has a net worth of at least hax x xxt xxrth ox xx xxast $10,000,00030,000,000, which is willing to service the related Mortgage Loans and which executes and delivers to the Depositor and the Trustee an agreement accepting such delegation and assignment, containing an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of such Servicer terminated servicer (other than liabilities of that Servicer such terminated servicer under Section 6.03 hereof incurred prior to termination of a Servicer such servicer under Section 7.01 hereunder7.01), with like effect as if originally named as a party to this Agreement; provided provided, that each Rating Agency acknowledges that its rating of the Certificates in effect immediately prior to such assignment and delegation will not be qualified or reduced reduced, as a result of such assignment and delegation. Any successor servicer appointed by DLJMC shall be rated as a servicer of subprime mortgage loans as “average” (or its equivalent) or better by each Rating Agency that maintains a servicer rating system. Pending appointment of a successor to a Servicer hereunderservicer hereunder or thereunder, the Trustee, unless the Trustee or other successor servicer unless such entity is prohibited by law from so acting, shall, subject to the limitations described hereinSection 3.05, act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on the related Mortgage Loans as it and such successor shall agree; provided, however, that no such compensation shall be in excess of a servicing fee rate of 0.50% per annum. To the extent that the compensation of any successor to WFBNA is calculated using a rate exceeding the then-current rate used to calculate the WFBNA Servicing Fee Rate, each Holder of a Class A-IO-S Certificate hereby agrees to a decrease in the Excess Servicing Fee Rate in an amount equal and amounts paid to such excessthe predecessor servicer from investments. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Neither the Trustee nor any other successor servicer Servicer shall be deemed to be in default hereunder by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the failure of the terminated Servicer predecessor servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. In the event that the Servicer is terminated pursuant to Section 7.01, the terminated Servicer shall be responsible for the servicing transfer, provide notices to the Mortgagors, arrange for and transfer the Servicing Files to a successor Servicer, pay all of its own out-of-pocket costs and expenses at its own expense and pay all costs and expenses of all other parties hereto relating to the transfer of the related Servicing Files to a successor Servicer (excluding set-up costs and other administrative expenses of the successor Servicer), and in all other cases the successor Servicer shall pay for such costs and expenses but shall not be entitled to reimbursement therefor from the Trust Fund. Such amounts payable by the terminated Servicer shall be paid by the terminated Servicer promptly upon presentation of reasonable documentation of such costs. If the Trustee is the predecessor Servicer (except in the case where the Trustee in its role as successor Servicer is being terminated pursuant to Section 7.01 by reason of an Event of Default caused solely by the Trustee as the successor servicer and not by the predecessor Servicer's actions or omissions), such costs shall be paid by the prior terminated Servicer promptly upon presentation of reasonable documentation of such costs. Any successor to a the Servicer as servicer shall give notice to the related Mortgagors of such change of servicer. Any successor to a Servicer servicer and shall, during the term of its service as a Servicer servicer, maintain in force the policy or policies of that the type that such Servicer is required to maintain pursuant to this Agreement. In connection with the termination or resignation of a Servicer hereunder, either (i) the successor Servicer, including the Trustee if the Trustee is acting as successor Servicer, shall represent and warrant that it is a member of MERS in good standing and shall agree to comply in all material respects with the rules and procedures of MERS in connection with the servicing of the Mortgage Loans that are registered with MERS, or (ii) the predecessor Servicer, at its sole expense, shall cooperate with the successor Servicer either (x) in causing MERS to execute and deliver an Assignment of Mortgage in recordable form to transfer the Mortgage from MERS to the Trustee and to execute and deliver such other notices, documents and other instruments as may be necessary or desirable to effect a transfer of such Mortgage Loan or servicing of such Mortgage Loan on the MERS® System to the successor Servicer or (y) in causing MERS to designate on the MERS® System the successor Servicer as the servicer of such Mortgage Loan (at the cost and expense of the successor Servicer to the extent such costs relate to the qualification of such successor Servicer as a member of MERS, otherwise at the cost and expense of the predecessor Servicer). The predecessor Servicer shall file or cause to be filed any such assignment in the appropriate recording office. The successor Servicer shall cause such assignment to be delivered to the Trustee promptly upon receipt of the original with evidence of recording thereon or a copy certified by the public recording office in which such assignment was recordedSection 3.13.

Trustee to Act; Appointment of Successor. On and after the time a the Servicer receives a notice of termination pursuant to Section 7.01 of this Agreementhereof, the Trustee or a successor servicer appointed pursuant to Section 7.01shall, subject to and to the extent provided hereinin Section 3.04, either shall be the successor to a Servicer, but only the Servicer in its capacity as servicer under this Agreement and not in any other, and the transactions set forth or provided for herein or shall appoint a successor servicer, and in either event such successor servicer shall be subject to all the responsibilities, duties and liabilities relating thereto placed on such the Servicer by the terms and provisions hereof and applicable law including the obligation to make Advances advances pursuant to Section 4.01. As compensation therefor, subject to the successor servicer last paragraph of Section 7.01, the Trustee shall be entitled to all funds relating to the related Mortgage Loans fees, compensation and reimbursement for costs and expenses that the terminated Servicer would have been entitled to charge hereunder if the Servicer had continued to a Collection Account, provided that the terminated Servicer shall nonetheless be entitled to payment or reimbursement as provided in Section 3.09(a) to the extent that such payment or reimbursement relates to the period prior to the completion of the transfer of servicing to a successor serviceract hereunder. Notwithstanding the foregoing, if the Trustee has become the successor to the terminated Servicer in accordance with Section 7.017.01 hereof, the Trustee may, if it shall be unwilling to so act, or shall, if it is prohibited by applicable law from making Advances pursuant to Section 4.01 hereof, hereof or if it is otherwise unable to so act, appoint, or petition a court of competent jurisdiction to appoint, any established mortgage loan servicing institution the appointment of which does successor shall not adversely affect the then current rating of the Certificates by each Rating Agency, Agency as the successor to the terminated Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of such the Servicer hereunder. Any successor to a Servicer shall be an institution which that is a FNMA or FHLMC Xxxxxx Xxx and Xxxxxxx Mac approved seller/servicer in good standing, which that has a net worth of at least $10,000,00015,000,000, which and that is willing to service the related Mortgage Loans and which executes and delivers to the Depositor and the Trustee an agreement accepting such delegation and assignment, containing that contains an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of such the Servicer (other than liabilities of that the Servicer under Section 6.03 hereof incurred prior to termination of a the Servicer under Section 7.01 hereunder7.01), with like effect as if originally named as a party to this Agreement; and provided further that each Rating Agency acknowledges that its rating of the Certificates in effect immediately prior to such assignment and delegation will not be qualified or reduced as a result of such assignment and delegation. Any No appointment of a successor to the Servicer hereunder shall be effective until the Trustee shall have consented thereto and written notice of such proposed appointment shall have been provided by the Trustee to each Certificateholder. The Trustee shall not resign as servicer until a successor servicer has been appointed by DLJMC shall be rated as a servicer of subprime mortgage loans as “average” (or its equivalent) or better by each Rating Agency that maintains a servicer rating systemand has accepted such appointment. Pending appointment of a successor to a the Servicer hereunder, the Trustee, unless the Trustee or other successor servicer unless such entity is prohibited by law from so acting, shall, subject to the limitations described hereinSection 3.04 hereof, act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on the related Mortgage Loans as it and such successor shall agree; provided, however, that no such compensation shall be in excess of a servicing fee rate of 0.50% per annum. To that permitted the extent that the compensation of any successor to WFBNA is calculated using a rate exceeding the then-current rate used to calculate the WFBNA Servicing Fee Rate, each Holder of a Class A-IO-S Certificate hereby agrees to a decrease in the Excess Servicing Fee Rate in an amount equal to such excessServicer hereunder. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Neither the Trustee nor any other successor servicer shall be deemed to be in default hereunder by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the failure of the terminated Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. Any successor to a the Servicer as servicer shall give notice to the Mortgagors of such change of servicer. Any successor to a Servicer servicer and shall, during the term of its service as a Servicer servicer maintain in force the policy or policies of that the type that such Servicer is required to maintain pursuant to this Agreement. In connection with the termination or resignation of a Servicer hereunder, either (i) the successor Servicer, including the Trustee if the Trustee is acting as successor Servicer, shall represent and warrant that it is a member of MERS in good standing and shall agree to comply in all material respects with the rules and procedures of MERS in connection with the servicing of the Mortgage Loans that are registered with MERS, or (ii) the predecessor Servicer, at its sole expense, shall cooperate with the successor Servicer either (x) in causing MERS to execute and deliver an Assignment of Mortgage in recordable form to transfer the Mortgage from MERS to the Trustee and to execute and deliver such other notices, documents and other instruments as may be necessary or desirable to effect a transfer of such Mortgage Loan or servicing of such Mortgage Loan on the MERS® System to the successor Servicer or (y) in causing MERS to designate on the MERS® System the successor Servicer as the servicer of such Mortgage Loan (at the cost and expense of the successor Servicer to the extent such costs relate to the qualification of such successor Servicer as a member of MERS, otherwise at the cost and expense of the predecessor Servicer). The predecessor Servicer shall file or cause to be filed any such assignment in the appropriate recording office. The successor Servicer shall cause such assignment to be delivered to the Trustee promptly upon receipt of the original with evidence of recording thereon or a copy certified by the public recording office in which such assignment was recordedSection 6.05.

Trustee to Act; Appointment of Successor. On and after the time a Servicer or the Master Servicer receives a notice of termination pursuant to Section 7.01 of this Agreement, the Trustee or, if Ocwen is the terminated Servicer, the Back-Up Servicer, or a successor servicer or successor master servicer appointed pursuant to Section 7.01, shall, subject to and to the extent provided herein, either shall be the successor to a Servicer or the Master Servicer, but only in its capacity as servicer or master servicer under this Agreement Agreement, respectively, and not in any other, and the transactions set forth herein or shall appoint a successor servicer or successor master servicer, and in either event such successor servicer or successor master servicer shall be subject to all the responsibilities, duties and liabilities relating thereto placed on such Servicer or the Master Servicer, respectively, by the terms and provisions hereof and applicable law including the obligation to make Advances pursuant to Section 4.01. As compensation therefor, the successor servicer shall be entitled to all funds relating to the related Mortgage Loans that the terminated Servicer would have been entitled to charge to a Collection Account, provided that the terminated Servicer shall nonetheless be entitled to payment or reimbursement as provided in Section 3.09(a) to the extent that such payment or reimbursement relates to the period prior to the completion of the transfer of servicing to a successor servicer. Notwithstanding the foregoing, if the Trustee or the Back-Up Servicer has become the successor to the terminated Servicer or Master Servicer in accordance with Section 7.01, the Trustee or Back-Up Servicer may, if it shall be unwilling to so act, or shall, if it is prohibited by applicable law from making Advances pursuant to 4.01 hereof, or if it is otherwise unable to so act, appoint, or petition a court of competent jurisdiction to appoint, any established mortgage loan servicing institution the appointment of which does not adversely affect the then current rating of the Certificates by each Rating Agency, as the successor to the terminated Servicer or Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of such Servicer or Master Servicer hereunder. Any successor to a Servicer or the Master Servicer shall be an institution which is a FNMA or FHLMC approved seller/servicer in good standing, which has a net worth of at least $10,000,000, which is willing to service the related Mortgage Loans and which executes and delivers to the Depositor and the Trustee an agreement accepting such delegation and assignment, containing an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of such Servicer or Master Servicer (other than liabilities of that Servicer or the Master Servicer under Section 6.03 hereof incurred prior to termination of a Servicer or the Master Servicer, respectively, under Section 7.01 hereunder), with like effect as if originally named as a party to this Agreement; provided that each Rating Agency acknowledges that its rating of the Certificates in effect immediately prior to such assignment and delegation will not be qualified or reduced as a result of such assignment and delegation. Any The Back-Up Servicer (or its affiliate) or any successor servicer appointed by DLJMC shall be rated as a servicer of subprime mortgage loans as “average” (or its equivalent) or better by each Rating Agency that maintains a servicer rating system. Pending appointment of a successor to a Servicer or the Master Servicer hereunder, the Trustee Trustee, the Back-Up Servicer or other successor servicer or successor master servicer, unless such entity is prohibited by law from so acting, shall, subject to the limitations described herein, act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on the related Mortgage Loans as it and such successor shall agree; provided, however, that no such compensation shall be in excess of a servicing fee rate of (x) the Ocwen Servicing Fee (as defined in the Ocwen Side Letter) or the WFHMI Servicing Fee (as defined in the WFHMI Side Letter), as the case may be, if the successor is the Back-Up Servicer or (y) the Servicing Fee, assuming for this purpose that the Servicing Fee Rate is 0.50% per annum, for any other successor. To the extent that the compensation of any successor to WFBNA a Servicer is calculated using a rate exceeding the then-current rate used to calculate the WFBNA Ocwen Servicing Fee Rate(as defined in the Ocwen Side Letter) or the WFHMI Servicing Fee (as defined in the WFHMI Side Letter), as the case may be, each Holder of a Class A-IO-S Certificate hereby agrees to a decrease in the Excess Servicing Fee Rate in an amount equal to such excess. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Neither the Trustee Trustee, the Back-Up Servicer nor any other successor servicer or successor master servicer shall be deemed to be in default by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the failure of the terminated Servicer or Master Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. Any successor to a Servicer or shall give notice to the Mortgagors of such change of servicer. Any successor to a Servicer or the Master Servicer shall, during the term of its service as a Servicer or Master Servicer, as applicable, maintain in force the policy or policies of the type that such Servicer or Master Servicer is required to maintain pursuant to this Agreement. In connection with the termination or resignation of a Servicer hereunder, either (i) the successor Servicer, including the Trustee if the Trustee is acting as successor Servicer, shall represent and warrant that it is a member of MERS in good standing and shall agree to comply in all material respects with the rules and procedures of MERS in connection with the servicing of the Mortgage Loans that are registered with MERS, or (ii) the predecessor Servicer, at its sole expense, shall cooperate with the successor Servicer either (x) in causing MERS to execute and deliver an Assignment of Mortgage in recordable form to transfer the Mortgage from MERS to the Trustee and to execute and deliver such other notices, documents and other instruments as may be necessary or desirable to effect a transfer of such Mortgage Loan or servicing of such Mortgage Loan on the MERS® System to the successor Servicer or (y) in causing MERS to designate on the MERS® System the successor Servicer as the servicer of such Mortgage Loan (at the cost and expense of the successor Servicer to the extent such costs relate to the qualification of such successor Servicer as a member of MERS, otherwise at the cost and expense of the predecessor Servicer). The predecessor Servicer shall file or cause to be filed any such assignment in the appropriate recording office. The successor Servicer shall cause such assignment to be delivered to the Trustee promptly upon receipt of the original with evidence of recording thereon or a copy certified by the public recording office in which such assignment was recorded.

Trustee to Act; Appointment of Successor. On and after the time a the Servicer receives a notice of termination pursuant to Section 7.01 of this Agreement7.01, the Trustee or a successor servicer appointed pursuant to Section 7.01shall, subject to and to the extent provided hereinin Section 3.05, either shall be the successor to a Servicer, but only the Servicer in its capacity as servicer under this Agreement and not in any other, and the transactions set forth or provided for herein or shall appoint a successor servicer, and in either event such successor servicer shall be subject to all the responsibilities, duties and liabilities relating thereto placed on such the Servicer by the terms and provisions hereof and applicable law including the obligation to make Advances pursuant to Section 4.01. As compensation therefor, the successor servicer Trustee shall be entitled to all funds relating to the related Mortgage Loans that the terminated Servicer would have been entitled to charge to a Collection Accountthe Certificate Account or Distribution Account if the Servicer had continued to act hereunder, provided that including, if the terminated Servicer shall nonetheless be entitled to payment or reimbursement as provided in Section 3.09(a) to was receiving the extent that such payment or reimbursement relates to Servicing Fee, the period prior to the completion of the transfer of servicing to a successor servicerServicing Fee. Notwithstanding the foregoing, if the Trustee has become the successor to the terminated Servicer in accordance with Section 7.01, the Trustee may, if it shall be unwilling to so act, or shall, if it is prohibited by applicable law from making Advances pursuant to Section 4.01 hereof, or if it is otherwise unable to so act, appoint, or petition a court of competent jurisdiction to appoint, any established mortgage loan servicing institution the appointment of which does not adversely affect the then current rating of the Certificates by each Rating Agency, as the successor to the terminated Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of such the Servicer hereunder. Any successor to a the Servicer shall be an institution which is a FNMA or and FHLMC approved seller/servicer in good standing, which has a net worth of at least $10,000,00015,000,000, which is willing to service the related Mortgage Loans and which executes and delivers to the Depositor and the Trustee an agreement accepting such delegation and assignment, containing an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of such the Servicer (other than liabilities of that the Servicer under Section 6.03 hereof incurred prior to before termination of a the Servicer under Section 7.01 hereunder7.01), with like effect as if originally named as a party to this Agreement; provided that each Rating Agency acknowledges that its rating of the Certificates in effect immediately prior to before such assignment and delegation will not be qualified or reduced as a result of such assignment and delegation. Any successor servicer appointed by DLJMC shall be rated as a servicer of subprime mortgage loans as “average” (or its equivalent) or better by each Rating Agency that maintains a servicer rating system. Pending appointment of a successor to a the Servicer hereunder, the Trustee or other successor servicer unless such entity is prohibited by law from so acting, shall, subject to the limitations described herein, shall act in such capacity as hereinabove providedprovided above, subject to section 3.03 and unless prohibited by law. In connection with such appointment and assumption, the Trustee may make such arrangements for the 84 compensation of such successor out of payments on the related Mortgage Loans as it and such successor shall agree; provided, however, that in no case shall the rate of such compensation shall be in excess of a servicing fee rate of 0.50% per annum. To exceed the extent that the compensation of any successor to WFBNA is calculated using a rate exceeding the then-current rate used to calculate the WFBNA Servicing Fee Rate, each Holder of a Class A-IO-S Certificate hereby agrees to a decrease in the Excess Servicing Fee Rate in an amount equal to such excess. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Neither the Trustee nor any other successor servicer shall be deemed to be in default by reason hereunder because of any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the failure of the terminated Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. Any successor to a Servicer shall give notice to the Mortgagors of such change of servicer. Any successor to a Servicer shall, during the term of its service as a Servicer maintain in force the policy or policies of the type that such Servicer is required to maintain pursuant to this Agreement. In connection with the termination or resignation of a the Servicer hereunder, either (i) the successor Servicer, including the Trustee if the Trustee is acting as successor Servicer, shall represent and warrant that it is a member of MERS in good standing and shall agree to comply in all material respects with the rules and procedures of MERS in connection with the servicing of the Mortgage Loans that are registered with MERS, or (ii) the predecessor Servicer, at its sole expense, Servicer shall cooperate with the successor Servicer either (x) in causing MERS to execute and deliver an Assignment assignment of Mortgage in recordable form to transfer the Mortgage from MERS to the Trustee and to execute and deliver such other notices, documents and other instruments as may be necessary or desirable to effect a transfer of such Mortgage Loan or servicing of such Mortgage Loan on the MERS® MERS(R) System to the successor Servicer or (y) in causing MERS to designate on the MERS® MERS(R) System the successor Servicer as the servicer of such Mortgage Loan (at the cost and expense of the successor Servicer to the extent such costs relate to the qualification of such successor Servicer as a member of MERS, otherwise at the cost and expense of the predecessor Servicer)Loan. The predecessor Servicer shall file or cause to be filed any such assignment in the appropriate recording office. The successor Servicer shall cause such assignment to be delivered to the Trustee promptly upon receipt of the original with evidence of recording thereon or a copy certified by the public recording office in which such assignment was recorded. Any successor to the Servicer as servicer shall give notice to the Mortgagors of such change of servicer and shall, during the term of its service as servicer, maintain in force the policy or policies that the Servicer is required to maintain pursuant to this Agreement.

Trustee to Act; Appointment of Successor. On and after the time a the Servicer receives a notice of termination pursuant to Section 7.01 of this Agreementhereof, the Trustee or a successor servicer appointed pursuant to Section 7.01shall, subject to and to the extent provided hereinin Section 3.04, either shall be the successor to a Servicer, but only the Servicer in its capacity as servicer under this Agreement and not in any other, and the transactions set forth or provided for herein or shall appoint a successor servicer, and in either event such successor servicer shall be subject to all the responsibilities, duties and liabilities relating thereto placed on such the Servicer by the terms and provisions hereof and applicable law including the obligation to make Advances pursuant to Section 4.01. As compensation therefor, the successor servicer Trustee shall be entitled to all funds relating to the related Mortgage Loans that the terminated Servicer would have been entitled to charge to a Collection Account, provided that the terminated Certificate Account or Distribution Account if the Servicer shall nonetheless be entitled had continued to payment or reimbursement as provided in Section 3.09(a) to the extent that such payment or reimbursement relates to the period prior to the completion of the transfer of servicing to a successor serviceract hereunder. Notwithstanding the foregoing, if the Trustee has become the successor to the terminated Servicer in accordance with Section 7.017.01 hereof, the Trustee may, if it shall be unwilling to so act, or shall, if it is prohibited by applicable law from making Advances pursuant to Section 4.01 hereof, hereof or if it is otherwise unable to so act, appoint, or petition a court of competent jurisdiction to appoint, any established mortgage loan servicing institution the appointment of which does not adversely affect the then current rating of the Certificates by each Rating Agency, Agency as the successor to the terminated Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of such the Servicer hereunder. Any successor to a the Servicer shall be reasonably acceptable to the Insurer and shall be an institution which is a FNMA or and FHLMC approved seller/servicer in good standing, which has a net worth of at least $10,000,000, and which is willing to service the related Mortgage Loans and which executes and delivers to the Depositor and the Trustee an agreement accepting such delegation and assignment, containing which contains an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of such the Servicer (other than liabilities of that the Servicer under Section 6.03 hereof incurred prior to termination of a the Servicer under Section 7.01 hereunder7.01), with like effect as if originally named as a party to this Agreement; and provided further that each Rating Agency acknowledges that its rating of the Certificates in effect immediately prior to such assignment and delegation will not be qualified or reduced as a result of such assignment and delegation. Any successor servicer appointed by DLJMC shall be rated as a servicer of subprime mortgage loans as “average” (or its equivalent) or better by each Rating Agency that maintains a servicer rating systemdelegation without taking the Policy into account. Pending appointment of a successor to a the Servicer hereunder, the Trustee, unless the Trustee or other successor servicer unless such entity is prohibited by law from so acting, shall, subject to the limitations described hereinSection 3.04 hereof, act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on the related Mortgage Loans as it and such successor shall agree; provided, however, that no such compensation shall be in excess of a servicing fee rate of 0.50% per annum. To the extent that the compensation of any successor to WFBNA is calculated using a rate exceeding the then-current rate used to calculate the WFBNA Servicing Fee Rate, each Holder of a Class A-IO-S Certificate hereby agrees to a decrease in permitted the Excess Servicing Fee Rate in an amount equal to such excessServicer hereunder. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Neither the Trustee nor any other successor servicer shall be deemed to be in default hereunder by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the failure of the terminated Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. Any successor to a the Servicer as servicer shall give notice to the Mortgagors of such change of servicer. Any successor to a Servicer shall, during the term of its service as a Servicer maintain in force the policy or policies of the type that such Servicer is required to maintain pursuant to this Agreement. In connection with the termination or resignation of a Servicer hereunder, either (i) the successor Servicer, including the Trustee if the Trustee is acting as successor Servicer, shall represent and warrant that it is a member of MERS in good standing and shall agree to comply in all material respects with the rules and procedures of MERS in connection with the servicing of the Mortgage Loans that are registered with MERS, or (ii) the predecessor Servicer, at its sole expense, shall cooperate with the successor Servicer either (x) in causing MERS to execute and deliver an Assignment of Mortgage in recordable form to transfer the Mortgage from MERS to the Trustee and to execute and deliver such other notices, documents and other instruments as may be necessary or desirable to effect a transfer of such Mortgage Loan or servicing of such Mortgage Loan on the MERS® System to the successor Servicer or (y) in causing MERS to designate on the MERS® System the successor Servicer as the servicer of such Mortgage Loan (at the cost and expense of the successor Servicer to the extent such costs relate to the qualification of such successor Servicer as a member of MERS, otherwise at the cost and expense of the predecessor Servicer). The predecessor Servicer shall file or cause to be filed any such assignment in the appropriate recording office. The successor Servicer shall cause such assignment to be delivered to the Trustee promptly upon receipt of the original with evidence of recording thereon or a copy certified by the public recording office in which such assignment was recorded.

Trustee to Act; Appointment of Successor. On and after the time a the Servicer receives a notice of termination pursuant to Section 7.01 of this Agreement, the Trustee or a successor servicer appointed pursuant to Section 7.01shall, subject to and to the extent provided herein, either shall be the successor to a the Servicer, but only in its capacity as servicer under this Agreement Agreement, and not in any other, and the transactions set forth herein or shall appoint a successor servicer, and in either event such successor servicer shall be subject to all the responsibilities, duties and liabilities relating thereto placed on such the Servicer by the terms and provisions hereof and applicable law including the obligation to make Advances pursuant to Section 4.01. As compensation therefor, the successor servicer Trustee shall be entitled to all funds relating to the related Mortgage Loans that the terminated Servicer would have been entitled to charge to a Collection Account, provided that the terminated Servicer shall nonetheless be entitled to payment or reimbursement as provided in Section 3.09(a) to the extent that such payment or reimbursement relates to the period prior to the completion termination of the transfer of servicing to a successor servicerServicer. Notwithstanding the foregoing, if the Trustee has become the successor to the terminated Servicer in accordance with Section 7.01, the Trustee may, if it shall be unwilling to so act, or shall, if it is prohibited by applicable law from making Advances pursuant to 4.01 hereof, or if it is otherwise unable to so act, appoint, or petition a court of competent jurisdiction to appoint, any established mortgage loan servicing institution the appointment of which does not adversely affect the then current rating of the Certificates by each Rating Agency, as the successor to the terminated Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of such the Servicer hereunder. Any successor to a the Servicer shall be an institution which is a FNMA or FHLMC approved seller/servicer in good standing, which has a net worth of at least $10,000,000, which is willing to service the related Mortgage Loans and which executes and delivers to the Depositor and the Trustee an agreement accepting such delegation and assignment, containing an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of such the Servicer (other than liabilities of that the Servicer under Section 6.03 hereof incurred prior to termination of a the Servicer under Section 7.01 hereunder), with like effect as if originally named as a party to this Agreement; provided that each Rating Agency acknowledges that its rating of the Certificates in effect immediately prior to such assignment and delegation will not be qualified or reduced as a result of such assignment and delegation. Any successor servicer appointed by DLJMC shall be rated as a servicer of subprime mortgage loans as “average” (or its equivalent) or better by each Rating Agency that maintains a servicer rating system. Pending appointment of a successor to a the Servicer hereunder, the Trustee, unless the Trustee or other successor servicer unless such entity is prohibited by law from so acting, shall, subject to the limitations described herein, act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on the related Mortgage Loans as it and such successor shall agree; provided, however, that no such compensation shall be in excess of a servicing fee rate of the Servicing Fee, assuming for this purpose that the Servicing Fee Rate is 0.50% per annum. To the extent that the compensation of any successor to WFBNA is calculated using a rate exceeding the then-current rate used to calculate Servicer (including the WFBNA Trustee) exceeds the Servicing Fee RateRate of such terminated Servicer, each Holder of a Class A-IO-S Certificate hereby agrees to a decrease in the Excess Servicing Fee Rate in an amount equal to the excess of the Servicing Fee for the successor to the Servicer over the Servicing Fee due to such excessterminated Servicer. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Neither the Trustee nor any other successor servicer shall be deemed to be in default by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the failure of the terminated Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. Any successor to a the Servicer shall give notice to the Mortgagors of such change of servicer. Any successor to a Servicer servicer and shall, during the term of its service as a Servicer servicer, maintain in force the policy or policies of that the type that such Servicer is required to maintain pursuant to this Agreement. In connection with the termination or resignation of a the Servicer hereunder, either (i) the successor Servicer, including the Trustee if the Trustee is acting as successor Servicer, shall represent and warrant that it is a member of MERS in good standing and shall agree to comply in all material respects with the rules and procedures of MERS in connection with the servicing of the Mortgage Loans that are registered with MERS, or (ii) the predecessor Servicer, at its sole expense, shall cooperate with the successor Servicer either (x) in causing MERS to execute and deliver an Assignment of Mortgage in recordable form to transfer the Mortgage from MERS to the Trustee and to execute and deliver such other notices, documents and other instruments as may be necessary or desirable to effect a transfer of such Mortgage Loan or servicing of such Mortgage Loan on the MERS® System to the successor Servicer or (y) in causing MERS to designate on the MERS® System the successor Servicer as the servicer of such Mortgage Loan (at the cost and expense of the successor Servicer to the extent such costs relate to the qualification of such successor Servicer as a member of MERS, otherwise at the cost and expense of the predecessor Servicer). The predecessor Servicer shall file or cause to be filed any such assignment in the appropriate recording office. The successor Servicer shall cause such assignment to be delivered to the Trustee promptly upon receipt of the original with evidence of recording thereon or a copy certified by the public recording office in which such assignment was recorded.