Common use of Trustee to Act as Servicer Clause in Contracts

Trustee to Act as Servicer. If the Servicer shall for any reason no longer be the Servicer hereunder (including by reason of an Event of Default), the Trustee shall within 90 days of such time, assume, if it so elects, or shall appoint a successor Servicer to assume, all of the rights and obligations of the Servicer hereunder arising thereafter (except that the Trustee shall not be (a) liable for losses of the Servicer pursuant to Section 3.12 or any acts or omissions of the predecessor Servicer hereunder, (b) obligated to make Advances if it is prohibited from doing so by applicable law or (c) deemed to have made any representations and warranties of the Servicer hereunder). Any such assumption shall be subject to Sections 7.02 and 8.05. If the Servicer shall for any reason no longer be the Servicer (including by reason of any Event of Default), the Trustee or the successor Servicer may elect to succeed to any rights and obligations of the Servicer under each Subservicing Agreement or may terminate each Subservicing Agreement. If it has elected to assume the Subservicing Agreement, the Trustee or the successor Servicer shall be deemed to have assumed all of the Servicer's interest therein and to have replaced the Servicer as a party to any Subservicing Agreement entered into by the Servicer as contemplated by Section 3.02 to the same extent as if the Subservicing Agreement had been assigned to the assuming party except that the Servicer shall not be relieved of any liability or obligations under any such Subservicing Agreement. The Servicer that is no longer the Servicer hereunder shall, upon request of the Trustee, but at the expense of such predecessor Servicer, deliver to the assuming party all documents and records relating to each Subservicing Agreement or substitute servicing agreement and the Mortgage Loans then being serviced thereunder and an accounting of amounts collected or held by it and otherwise use its best efforts to effect the orderly and efficient transfer of such substitute Subservicing Agreement to the assuming party. The Trustee shall be entitled to be reimbursed from the predecessor Servicer (or the Trust if the predecessor Servicer is unable to fulfill its obligations hereunder) for all Servicing Transfer Costs.

Trustee to Act as Servicer. If the Servicer shall for any reason no longer be the Servicer hereunder (including by reason of an Event of Default), the Trustee shall within 90 days of such time, thereupon assume, if it so elects, or shall appoint a successor Servicer to assume, all of the rights and obligations of the Servicer hereunder arising thereafter (except that the Trustee shall not be (a) liable for losses of the Servicer pursuant to Section 3.12 or any acts or omissions of the predecessor Servicer hereunder, (b) obligated to make Advances if it is prohibited from doing so by applicable law or (c) deemed to have made any representations and warranties of the Servicer hereunder). Any such assumption shall be subject to Sections 7.02 and 8.05Section 7.02. If the Servicer shall for any reason no longer be the Servicer (including by reason of any Event of Default), the Trustee or the successor Servicer may elect to succeed to any rights and obligations of the Servicer under each Subservicing Agreement or may terminate each Subservicing Agreement. If it has elected to assume the Subservicing Agreement, the Trustee or the successor Servicer shall be deemed to have assumed all of the Servicer's interest therein and to have replaced the Servicer as a party to any Subservicing Agreement entered into by the Servicer as contemplated by Section 3.02 to the same extent as if the Subservicing Agreement had been assigned to the assuming party except that the Servicer shall not be relieved of any liability or obligations under any such Subservicing Agreement. The Servicer that is no longer the Servicer hereunder shall, upon request of the Trustee, but at the expense of such predecessor the Servicer, deliver to the assuming party all documents and records relating to each Subservicing Agreement or substitute servicing agreement and the Mortgage Loans then being serviced thereunder and an accounting of amounts collected or held by it and otherwise use its best efforts to effect the orderly and efficient transfer of such substitute Subservicing Agreement to the assuming party. The Trustee shall be entitled to be reimbursed from the predecessor Servicer (or the Trust if the predecessor Servicer is unable to fulfill its obligations hereunder) for all Servicing Transfer Costs.

Trustee to Act as Servicer. If the Servicer shall for any reason no longer be the Servicer hereunder (including by reason of an Event of Default), the Trustee shall within 90 days of such time, assume, if it so elects, or shall appoint a successor Servicer to assume, all of the rights and obligations of the Servicer hereunder arising thereafter (except that the Trustee shall not be (a) liable for losses of the Servicer pursuant to Section 3.12 or any acts or omissions of the predecessor Servicer hereunder, (b) obligated to make Advances if it is prohibited from doing so by applicable law or (c) deemed to have made any representations and warranties of the Servicer hereunder). Any such assumption shall be subject to Sections 7.02 and 8.05. If the Servicer shall for any reason no longer be the Servicer (including by reason of any Event of Default), the Trustee or the successor Servicer may elect to succeed to any rights and obligations of the Servicer under each Subservicing Agreement or may terminate each Subservicing Agreement. If it has elected to assume the Subservicing Agreement, the Trustee or the successor Servicer shall be deemed to have assumed all of the Servicer's interest therein and to have replaced the Servicer as a party to any Subservicing Agreement entered into by the Servicer as contemplated by Section 3.02 to the same extent as if the Subservicing Agreement had been assigned to the assuming party except that the Servicer shall not be relieved of any liability or obligations under any such Subservicing Agreement. The Servicer that is no longer the Servicer hereunder shall, upon request of the Trustee, but at the expense of such predecessor the Servicer, deliver to the assuming party all documents and records relating to each Subservicing Agreement or substitute servicing agreement and the Mortgage Loans then being serviced thereunder and an accounting of amounts collected or held by it and otherwise use its best efforts to effect the orderly and efficient transfer of such substitute Subservicing Agreement to the assuming party. The Trustee shall be entitled to be reimbursed from the predecessor Servicer (or the Trust if the predecessor Servicer is unable to fulfill its obligations hereunder) for all Servicing Transfer Costs.

Trustee to Act as Servicer. If the Servicer shall for any reason no longer be the Servicer hereunder (including by reason of an Event of Default), the Trustee shall within 90 days of such timethereupon, assume, if it so elects, or shall appoint a successor Servicer to assume, all of the rights and obligations of the Servicer hereunder arising thereafter (except that the Trustee shall not be (a) liable for losses of the Servicer pursuant to Section 3.12 or any acts or omissions of the predecessor Servicer hereunder, (b) obligated to make Advances if it is prohibited from doing so by applicable law or (c) deemed to have made any representations and warranties of the Servicer hereunder). Any such assumption shall be subject to Sections 7.02 and 8.05Section 7.02. If the Servicer shall for any reason no longer be the Servicer (including by reason of any Event of Default), the Trustee or the successor Servicer may elect to succeed to any rights and obligations of the Servicer under each Subservicing Agreement or may terminate each Subservicing Agreement. If it has elected to assume the Subservicing Agreement, the Trustee or the successor Servicer shall be deemed to have assumed all of the Servicer's interest therein and to have replaced the Servicer as a party to any Subservicing Agreement entered into by the Servicer as contemplated by Section 3.02 to the same extent as if the Subservicing Agreement had been assigned to the assuming party except that the Servicer shall not be relieved of any liability or obligations under any such Subservicing Agreement. The Servicer that is no longer the Servicer hereunder shall, upon request of the Trustee, but at the expense of such predecessor the Servicer, deliver to the assuming party all documents and records relating to each Subservicing Agreement or substitute servicing agreement and the Mortgage Loans then being serviced thereunder and an accounting of amounts collected or held by it and otherwise use its best efforts to effect the orderly and efficient transfer of such substitute Subservicing Agreement to the assuming party. The Trustee shall be entitled to be reimbursed from the predecessor Servicer (or the Trust if the predecessor Servicer is unable to fulfill its obligations hereunder) for all Servicing Transfer Costs.

Trustee to Act as Servicer. If In the event that the Servicer shall for any reason no longer be the Servicer hereunder (including by reason of an Event of Default), the Trustee or its designee shall within 90 days of such time, assume, if it so elects, or shall appoint a successor Servicer to assume, thereupon assume all of the rights and obligations of the Servicer hereunder arising thereafter (except that the Trustee shall not be (ai) liable for losses of the Servicer pursuant to Section 3.12 3.10 hereof or any acts or omissions of the such predecessor Servicer hereunder, (bii) obligated to make Advances if it is prohibited from doing so by applicable law law, (iii) obligated to effectuate repurchases or substitutions of Mortgage Loans hereunder, including pursuant to Section 2.02 or 2.03 hereof, (iv) responsible for expenses of the Servicer pursuant to Section 2.03 or (cv) deemed to have made any representations and warranties hereunder, including pursuant to Section 2.03 or the first paragraph of the Servicer hereunderSection 6.02 hereof). Any such assumption shall be subject to Sections 7.02 and 8.05. If the Servicer shall for any reason no longer be the Servicer (including by reason of any Event of Default), the Trustee (or the any other successor Servicer may elect to servicer) may, at its option, succeed to any rights and obligations of the Servicer under each Subservicing Agreement or may terminate each Subservicing Agreement. If it has elected to assume any subservicing agreement in accordance with the Subservicing Agreementterms thereof; provided, however, that the Trustee (or any other successor servicer) shall not incur any liability or have any obligations in its capacity as servicer under a subservicing agreement arising prior to the successor Servicer shall be deemed date of such succession unless it expressly elects to have assumed all succeed to the rights and obligations of the Servicer's interest therein Servicer thereunder; and to have replaced the Servicer as a party to any Subservicing Agreement entered into by the Servicer as contemplated by Section 3.02 to the same extent as if the Subservicing Agreement had been assigned to the assuming party except that the Servicer shall not thereby be relieved of any liability or obligations under any the subservicing agreement arising prior to the date of such Subservicing Agreementsuccession. The Servicer that is no longer the Servicer hereunder shall, upon request of the Trustee, but at the expense of such predecessor the Servicer, deliver to the assuming party all documents and records relating to each Subservicing Agreement or substitute servicing subservicing agreement and the Mortgage Loans then being serviced thereunder and an accounting of amounts collected or held by it and otherwise use its best efforts to effect the orderly and efficient transfer of such substitute Subservicing Agreement the subservicing agreement to the assuming party. The Trustee shall be entitled to be reimbursed from the predecessor Servicer (or the Trust if the predecessor Servicer is unable to fulfill its obligations hereunder) for all Servicing Transfer Costs.

Trustee to Act as Servicer. If In the event that the Servicer shall for any reason no longer be the Servicer hereunder (including by reason of an Event of Default), the Trustee or its designee shall within 90 days of such time, assume, if it so elects, or shall appoint a successor Servicer to assume, thereupon assume all of the rights and obligations of the Servicer hereunder arising thereafter (except that the Trustee shall not be (ai) liable for losses of the Servicer pursuant to Section 3.12 3.10 hereof or any acts or omissions of the such predecessor Servicer hereunder, (bii) obligated to make Advances if it is prohibited from doing so by applicable law law, (iii) obligated to effectuate repurchases or substitutions of Mortgage Loans hereunder, including pursuant to Section 2.02 or 2.03 hereof, (iv) responsible for expenses of the Servicer pursuant to Section 2.03 or (cv) deemed to have made any representations and warranties hereunder, including pursuant to Section 2.03 or the first paragraph of the Servicer hereunder). Any such assumption shall be subject to Sections 7.02 and 8.05Section 6.02 hereof. If the Servicer shall for any reason no longer be the Servicer (including by reason of any Event of Default), the Trustee (or the any other successor Servicer may elect to servicer) may, at its option, succeed to any rights and obligations of the Servicer under each Subservicing Agreement or may terminate each Subservicing Agreement. If it has elected to assume any subservicing agreement in accordance with the Subservicing Agreementterms thereof; provided, however, that the Trustee (or any other successor servicer) shall not incur any liability or have any obligations in its capacity as servicer under a subservicing agreement arising prior to the successor Servicer shall be deemed date of such succession unless it expressly elects to have assumed all succeed to the rights and obligations of the Servicer's interest therein Servicer thereunder; and to have replaced the Servicer as a party to any Subservicing Agreement entered into by the Servicer as contemplated by Section 3.02 to the same extent as if the Subservicing Agreement had been assigned to the assuming party except that the Servicer shall not thereby be relieved of any liability or obligations under any the subservicing agreement arising prior to the date of such Subservicing Agreementsuccession. The Servicer that is no longer the Servicer hereunder shall, upon request of the Trustee, but at the expense of such predecessor the Servicer, deliver to the assuming party all documents and records relating to each Subservicing Agreement or substitute servicing subservicing agreement and the Mortgage Loans then being serviced thereunder and an accounting of amounts collected or held by it and otherwise use its best efforts to effect the orderly and efficient transfer of such substitute Subservicing Agreement the subservicing agreement to the assuming party. The Trustee shall be entitled to be reimbursed from the predecessor Servicer (or the Trust if the predecessor Servicer is unable to fulfill its obligations hereunder) for all Servicing Transfer Costs.

Trustee to Act as Servicer. If In the event that the Servicer shall for any reason no longer be the Servicer hereunder (including by reason of an Event of Default), the Trustee shall or its designee shall, within 90 a period of time not to exceed ninety (90) days from the date of such timenotice of termination or resignation, assume, if it so elects, or shall appoint a successor Servicer to assume, thereupon assume all of the rights and obligations of the Servicer hereunder arising thereafter (except that the Trustee shall not be (ai) liable for losses of the Servicer pursuant to Section 3.12 3.10 hereof or any acts or omissions of the such predecessor Servicer hereunder, (bii) obligated to make Advances or Servicing Advances if it is prohibited from doing so by applicable law law, (iii) obligated to effectuate repurchases or substitutions of Mortgage Loans hereunder, including pursuant to Section 2.02 or 2.03 hereof, (iv) responsible for any expenses of the Servicer pursuant to Section 2.03 or (cv) deemed to have made any representations and warranties hereunder, including pursuant to Section 2.04 or the first paragraph of Section 6.02 hereof; provided, however that the Trustee (subject to clause (ii) above) or its designee, in its capacity as the successor servicer, shall immediately assume the terminated or resigning Servicer's obligation to make Advances and Servicing Advances. No such termination shall affect any obligation of the Servicer to pay amounts owed under this Agreement and to perform its duties under this Agreement until its successor assumes all of its rights and obligations hereunder). Any such assumption shall be subject to Sections 7.02 and 8.05. If the Servicer shall for any reason no longer be the Servicer (including by reason of any Event of Default), the Trustee (or the any other successor Servicer may elect to servicer) may, at its option, succeed to any rights and obligations of the Servicer under each Subservicing Agreement any subservicing agreement in accordance with the terms thereof; provided, however, that the Trustee (or may terminate each Subservicing Agreement. If any other successor servicer) shall not incur any liability or have any obligations in its capacity as servicer under a subservicing agreement arising prior to the date of such succession unless it has elected expressly elects to assume the Subservicing Agreement, the Trustee or the successor Servicer shall be deemed to have assumed all such obligations of the Servicer's interest therein Servicer thereunder; and to have replaced the Servicer as a party to any Subservicing Agreement entered into by the Servicer as contemplated by Section 3.02 to the same extent as if the Subservicing Agreement had been assigned to the assuming party except that the Servicer shall not thereby be relieved of any liability or obligations under the subservicing agreement arising prior to the date of such succession. To the extent any costs or expenses, including without limitation Servicing Transfer Costs incurred by the Trustee in connection with this Section 3.04 are not paid by the Servicer pursuant to this Agreement within 30 days of the date of the Trustee's invoice therefor, such amounts shall be payable out of the Certificate Account; provided that the terminated Servicer shall reimburse the Trust Fund for any such Subservicing Agreementexpense incurred by the Trust Fund upon receipt of a reasonably detailed invoice evidencing such expenses. If the Trustee is unwilling or unable to act as servicer, or if the NIM Insurer so directs the Trustee, the Trustee shall seek to appoint a successor servicer that is eligible in accordance with the criteria specified this Agreement and reasonably acceptable to the NIM Insurer. The Servicer that is no longer the Servicer hereunder shall, upon request of the Trustee, but at the expense of such predecessor the Servicer, deliver to the assuming party all documents and records relating to each Subservicing Agreement or substitute servicing subservicing agreement and the Mortgage Loans then being serviced thereunder and an accounting of amounts collected or held by it and otherwise use its best efforts to effect the orderly and efficient transfer of such substitute Subservicing Agreement the subservicing agreement to the assuming party. The In the event that the Servicer shall for any reason no longer be the Servicer hereunder (including by reason of any Event of Default), notwithstanding anything to the contrary above, the Trustee and the Depositor hereby agree that within 10 Business Days or delivery to the Trustee by the Servicing Rights Pledgee of a letter signed by the Servicer whereby the Servicer shall resign as Servicer under this Agreement, the Servicing Rights Pledgee or its designee shall be entitled 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 reimbursed from subject to the predecessor Servicer (or the Trust if the predecessor Servicer is unable to fulfill its obligations hereunder) for all Servicing Transfer Coststerms of this Agreement.

Trustee to Act as Servicer. If Subject to Sections 6.04 and 7.02, in the event that the Servicer shall for any reason no longer be the Servicer servicer hereunder (including by reason of an Event of Default), the Trustee shall or its designee shall, within 90 a period of time not to exceed ninety (90) days from the date of such timenotice of termination or resignation, assume, if it so elects, or shall appoint a successor Servicer to assume, thereupon assume all of the rights and obligations of the Servicer hereunder arising thereafter (except that the Trustee shall not be (ai) liable for losses arising out of the Servicer pursuant to Section 3.12 or any acts or omissions of the predecessor Servicer servicer hereunder, (bii) obligated to make Advances or Servicing Advances if it is prohibited from doing so by applicable law law, (iii) obligated to effectuate repurchases or substitutions of Mortgage Loans hereunder, including pursuant to Section 2.02 or 2.03 hereof, (iv) responsible for any expenses of the Servicer pursuant to Section 2.03 or (cv) deemed to have made any representations and warranties hereunder, including pursuant to Section 2.04 or the first paragraph of Section 6.02 hereof; provided, however that the Trustee (subject to clause (ii) above) or its designee, in its capacity as the successor servicer, shall immediately assume the terminated or resigning Servicer's obligation to make Advances and Servicing Advances). No such termination or resignation shall affect any obligation of the Servicer to pay amounts owed under this Agreement and to perform its duties under this Agreement until its successor assumes all of its rights and obligations hereunder). Any such assumption shall be subject to Sections 7.02 and 8.05. If the Servicer shall for any reason no longer be the Servicer a servicer (including by reason of any Event of Default), the Trustee (or the any other successor Servicer may elect to servicer) may, at its option, succeed to any rights and obligations of the Servicer under each Subservicing Agreement or may terminate each Subservicing Agreement. If it has elected to assume any subservicing agreement in accordance with the Subservicing Agreementterms thereof; provided, however, that the Trustee (or any other successor servicer) shall not incur any liability or have any obligations in its capacity as servicer under a subservicing agreement arising prior to the successor Servicer shall be deemed date of such succession unless it expressly elects to have assumed all succeed to the rights and obligations of the Servicer's interest therein Servicer thereunder; and to have replaced the Servicer as a party to any Subservicing Agreement entered into by the Servicer as contemplated by Section 3.02 to the same extent as if the Subservicing Agreement had been assigned to the assuming party except that the Servicer shall not thereby be relieved of any liability or obligations under the subservicing agreement arising prior to the date of such succession. To the extent any costs or expenses, including without limitation, Servicing Transfer Costs incurred by the Trustee in connection with this Section 3.04 or Section 7.02, are not paid by the Servicer pursuant to this Agreement within 30 days of the date of the Trustee's invoice thereof, such amounts shall be payable out of the Certificate Account; provided that if the Servicer has been terminated by reason of an Event of Default, the terminated servicer shall reimburse the Issuing Entity for any such Subservicing Agreementexpense incurred by the Issuing Entity upon receipt of a reasonably detailed invoice evidencing such expenses. If the Trustee is unwilling or unable to act as servicer, the Trustee shall seek to appoint a successor servicer that is eligible in accordance with the criteria specified in this Agreement and reasonably acceptable to the NIMs Insurer. The Servicer that is no longer the Servicer hereunder shall, upon request of the Trustee, but at the expense of such predecessor Servicerthe Servicer if the Servicer has been terminated by reason of an Event of Default, deliver to the assuming party all documents and records relating to each Subservicing Agreement or substitute servicing subservicing agreement and the Mortgage Loans then being serviced thereunder and an accounting of amounts collected or held by it and otherwise use its best efforts to effect the orderly and efficient transfer of such substitute Subservicing Agreement the subservicing agreement to the assuming party. The Trustee shall be entitled to be reimbursed from the predecessor Servicer (or the Trust if the predecessor Servicer is unable to fulfill its obligations hereunder) for all Servicing Transfer Costs.

Trustee to Act as Servicer. If In the event that the Servicer shall for any reason no longer be the Servicer hereunder (including by reason of an Event of Default), the Trustee or its successor shall within 90 days of such time, assume, if it so elects, or shall appoint a successor Servicer to assume, thereupon assume all of the rights and obligations of the Servicer hereunder arising thereafter (except that the Trustee shall not be (ai) liable for losses of the Servicer pursuant to Section 3.12 3.10 or any acts or omissions of the predecessor Servicer hereunder), (bii) obligated to make Advances if it is prohibited from doing so by applicable law law, (iii) obligated to effectuate repurchases or substitutions of Mortgage Loans hereunder, including but not limited to repurchases or substitutions pursuant to Section 2.03, (iv) responsible for expenses of the Servicer pursuant to Section 2.03 or (cv) deemed to have made any representations and warranties of the Servicer hereunder). Any such assumption shall be subject to Sections 7.02 and 8.05Section 7.02. Every subservicing agreement entered into by the Servicer shall contain a provision giving the successor Servicer the option to terminate such agreement in the event a successor Servicer is appointed. If the Servicer shall for any reason no longer be the Servicer (including by reason of any Event of Default), the Trustee (or the any other successor Servicer may elect to Servicer) may, at its option, succeed to any rights and obligations of the Servicer under each Subservicing Agreement or may terminate each Subservicing Agreement. If it has elected to assume any subservicing agreement in accordance with the Subservicing Agreement, terms thereof; provided that the Trustee (or the any other successor Servicer) shall not incur any liability or have any obligations in its capacity as successor Servicer shall be deemed under a subservicing agreement arising prior to have assumed all the date of such succession unless it expressly elects to succeed to the rights and obligations of the Servicer's interest therein Servicer thereunder; and to have replaced the Servicer as a party to any Subservicing Agreement entered into by the Servicer as contemplated by Section 3.02 to the same extent as if the Subservicing Agreement had been assigned to the assuming party except that the Servicer shall not thereby be relieved of any liability or obligations under any the subservicing agreement arising prior to the date of such Subservicing Agreementsuccession. The Servicer that is no longer the Servicer hereunder shall, upon request of the Trustee, but at the expense of such predecessor the Servicer, deliver to the assuming party all documents and records relating to each Subservicing Agreement or substitute servicing subservicing agreement (if any) and the Mortgage Loans then being serviced thereunder and an accounting of amounts collected or held by it and otherwise use its best efforts to effect the orderly and efficient transfer of such substitute Subservicing Agreement the subservicing agreement to the assuming party. The Trustee shall be entitled to be reimbursed from the predecessor Servicer (or the Trust if the predecessor Servicer is unable to fulfill its obligations hereunder) for all Servicing Transfer Costs.

Trustee to Act as Servicer. If Subject to Section 7.02, in the event that either Servicer shall for any reason no longer be the a Servicer hereunder (including by reason of an Event of Default), the Trustee or its successor shall within 90 days of such time, assume, if it so elects, or shall appoint a successor Servicer to assume, thereupon assume all of the rights and obligations of the such Servicer hereunder arising thereafter (except that the Trustee shall not be (ai) liable for losses of the such predecessor Servicer pursuant to Section 3.12 3.10 or any acts or omissions of the such predecessor Servicer hereunder), (bii) obligated to make Advances if it is prohibited from doing so by applicable law effectuate repurchases or substitutions of Mortgage Loans hereunder, including but not limited to repurchases or substitutions pursuant to Section 2.03, (iii) responsible for expenses of such predecessor Servicer pursuant to Section 2.03 or (civ) deemed to have made any representations and warranties of the such Servicer hereunder). Any such assumption shall be subject to Sections 7.02 and 8.05Section 7.02. Every Subservicing Agreement entered into by a Servicer shall contain a provision giving the successor Servicer the option to terminate such agreement in the event a successor Servicer is appointed. If the either Servicer shall for any reason no longer be the a Servicer (including by reason of any Event of Default), the Trustee (or the any other successor Servicer may elect to Servicer) may, at its option, succeed to any rights and obligations of the such Servicer under each Subservicing Agreement or may terminate each Subservicing Agreement. If it has elected to assume the Subservicing Agreement, the Trustee or the successor Servicer shall be deemed to have assumed all of the Servicer's interest therein and to have replaced the Servicer as a party to any Subservicing Agreement entered into by in accordance with the terms thereof; provided that the Trustee (or any other successor Servicer) shall not incur any liability or have any obligations in its capacity as successor Servicer as contemplated by Section 3.02 under a Subservicing Agreement arising prior to the same extent as if the Subservicing Agreement had been assigned date of such succession unless it expressly elects to succeed to the assuming party except that the rights and obligations of such Servicer thereunder; and such Servicer shall not thereby be relieved of any liability or obligations under any the Subservicing Agreement arising prior to the date of such Subservicing Agreementsuccession. The applicable Servicer that is no longer the Servicer hereunder shall, upon request of the Trustee, but at the expense of such predecessor Servicer, deliver to the assuming party all documents and records relating to each Subservicing Agreement or substitute servicing agreement (if any) and the Mortgage Loans then being serviced thereunder and an accounting of amounts collected or and held by it and otherwise use its best efforts to effect the orderly and efficient transfer of such substitute the Subservicing Agreement to the assuming party. The Trustee shall be entitled to be reimbursed from the predecessor Servicer (or the Trust if the predecessor Servicer is unable to fulfill its obligations hereunder) for all Servicing Transfer Costs.

Trustee to Act as Servicer. If In the event that the Servicer shall shall, for any reason reason, no longer be the Servicer servicer hereunder (including by reason of an Event of Default), the Trustee shall or its designee shall, within 90 a period of time not to exceed ninety (90) days from the date of such timenotice of termination or resignation, assume, if it so elects, or shall appoint a successor Servicer to assume, thereupon assume all of the rights and obligations of the Servicer hereunder arising thereafter (except that the Trustee shall not be (ai) liable for losses of the Servicer pursuant to Section 3.12 3.10 hereof or any acts or omissions of the any predecessor Servicer servicer hereunder, (bii) obligated to make Advances if it is prohibited from doing so by applicable law law, (iii) obligated to effectuate repurchases or substitutions of Mortgage Loans hereunder, including pursuant to Section 2.02 or 2.03 hereof, (iv) responsible for any expenses of the Servicer pursuant to Section 2.03 or (cv) deemed to have made any representations and warranties hereunder, including pursuant to Section 2.04 or the first paragraph of Section 6.02 hereof; provided, however that the Trustee or its designee, in its capacity as the successor servicer, shall immediately assume the Servicer's obligation to make Advances and Servicing Advances). No such termination or resignation shall affect any obligation of the Servicer to pay amounts owed under this Agreement and to perform its duties under this Agreement until its successor assumes all of its rights and obligations hereunder). Any such assumption shall be subject to Sections 7.02 and 8.05. If the Servicer shall for any reason no longer be the Servicer servicer (including by reason of any Event of Default), the Trustee (or the any other successor Servicer may elect to servicer) may, at its option, succeed to any rights and obligations of the Servicer under each Subservicing Agreement or may terminate each Subservicing Agreement. If it has elected to assume any subservicing agreement in accordance with the Subservicing Agreementterms thereof; provided, however, that the Trustee (or any other successor servicer) shall not incur any liability or have any obligations in its capacity as servicer under a subservicing agreement arising prior to the successor Servicer shall be deemed date of such succession unless it expressly elects to have assumed all succeed to the rights and obligations of the Servicer's interest therein Servicer thereunder; and to have replaced the Servicer as a party to any Subservicing Agreement entered into by the Servicer as contemplated by Section 3.02 to the same extent as if the Subservicing Agreement had been assigned to the assuming party except that the Servicer shall not thereby be relieved of any liability or obligations under the subservicing agreement arising prior to the date of such succession. To the extent any Servicing Transfer Costs or expenses are not paid by the Servicer pursuant to this Agreement, such amounts shall be payable out of the Certificate Account; provided that the terminated servicer shall reimburse the Trust Fund for any such Subservicing Agreementexpense incurred by the Trust Fund upon receipt of a reasonably detailed invoice evidencing such expenses. If the Trustee is unwilling or unable to act as servicer, or if the NIMs Insurer so directs the Trustee, the Trustee shall seek to appoint a successor servicer that is eligible in accordance with the criteria specified in this Agreement and reasonably acceptable to the NIMs Insurer. The Servicer that is no longer the Servicer hereunder shall, upon request of the Trustee, but at the expense of such predecessor the Servicer, deliver to the assuming party all documents and records relating to each Subservicing Agreement or substitute servicing subservicing agreement and the Mortgage Loans then being serviced thereunder and an accounting of amounts collected or held by it and otherwise use its best efforts to effect the orderly and efficient transfer of such substitute Subservicing Agreement the subservicing agreement to the assuming party. The Trustee shall be entitled to be reimbursed from the predecessor Servicer (or the Trust if the predecessor Servicer is unable to fulfill its obligations hereunder) for all Servicing Transfer Costs.

Trustee to Act as Servicer. If In the event that the Servicer shall for any reason no longer be the Servicer hereunder (including by reason of an Event of Default), except as provided under Section 7.02, the Trustee or its successor shall within 90 days of such time, assume, if it so elects, or shall appoint a successor Servicer to assume, thereupon assume all of the rights and obligations of the Servicer hereunder arising thereafter (except that the Trustee shall not be (ai) liable for losses of the Servicer pursuant to Section 3.12 3.10 or any acts or omissions of the predecessor Servicer hereunder, (bii) obligated to make Advances if it is prohibited from doing so by applicable law law, (iii) obligated to effectuate repurchases or substitutions of Mortgage Loans hereunder, including, but not limited to, repurchases or substitutions pursuant to Section 2.03, (iv) responsible for expenses of the predecessor Servicer pursuant to Section 2.03 or (cv) deemed to have made any representations and warranties of the Servicer hereunder). Any such assumption shall be subject to Sections 7.02 and 8.05Section 7.02. Every subservicing agreement entered into by the Servicer shall contain a provision giving the successor Servicer the option to terminate such agreement in the event a successor Servicer is appointed. If the Servicer shall for any reason no longer be the Servicer (including by reason of any Event of Default), the Trustee (or the any other successor Servicer may elect to Servicer) may, at its option, succeed to any rights and obligations of the Servicer under each Subservicing Agreement or may terminate each Subservicing Agreement. If it has elected to assume any subservicing agreement in accordance with the Subservicing Agreement, terms thereof; provided that the Trustee (or the any other successor Servicer) shall not incur any liability or have any obligations in its capacity as successor Servicer shall be deemed under a subservicing agreement arising prior to have assumed all the date of such succession unless it expressly elects to succeed to the rights and obligations of the Servicer's interest therein Servicer thereunder; and to have replaced the Servicer as a party to any Subservicing Agreement entered into by the Servicer as contemplated by Section 3.02 to the same extent as if the Subservicing Agreement had been assigned to the assuming party except that the Servicer shall not thereby be relieved of any liability or obligations under any the subservicing agreement arising prior to the date of such Subservicing Agreementsuccession. The Servicer that is no longer the Servicer hereunder shall, upon request of the Trustee, but at the expense of such predecessor the Servicer, deliver to the assuming party all documents and records relating to each Subservicing Agreement or substitute servicing subservicing agreement (if any) and the Mortgage Loans then being serviced thereunder and an accounting of amounts collected or and held by it and otherwise use its best efforts to effect the orderly and efficient transfer of such substitute Subservicing Agreement the subservicing agreement to the assuming party. The Trustee shall be entitled to be reimbursed from the predecessor Servicer (or the Trust if the predecessor Servicer is unable to fulfill its obligations hereunder) for all Servicing Transfer Costs.

Trustee to Act as Servicer. If the any Servicer shall for any reason no longer be the a Servicer hereunder (including by reason of an Event of Default), the Trustee shall within 90 days of such time, thereupon assume, if it so elects, or shall appoint a successor Servicer to assume, all of the rights and obligations of the such Servicer hereunder arising thereafter (except that the Trustee shall not be (a) liable for losses of the such Servicer pursuant to Section 3.12 or any acts or omissions of the predecessor Servicer hereunder, (b) obligated to make Advances if it is prohibited from doing so by applicable law or (c) deemed to have made any representations and warranties of the such Servicer hereunder). Any such assumption shall be subject to Sections 7.02 and 8.05Section 7.02. If the any Servicer shall for any reason no longer be the a Servicer (including by reason of any Event of Default), the Trustee or the successor Servicer may elect to succeed to any rights and obligations of the such Servicer under each Subservicing Agreement or may terminate each Subservicing Agreement. If it has elected to assume the Subservicing Agreement, the Trustee or the successor Servicer shall be deemed to have assumed all of the related Servicer's interest therein and to have replaced the such Servicer as a party to any Subservicing Agreement entered into by the such Servicer as contemplated by Section 3.02 to the same extent as if the Subservicing Agreement had been assigned to the assuming party except that the such Servicer shall not be relieved of any liability or obligations under any such Subservicing Agreement. The Each Servicer that is no longer the a Servicer hereunder shall, upon request of the Trustee, but at the expense of such predecessor Servicer, deliver to the assuming party all documents and records relating to each Subservicing Agreement or substitute servicing agreement and the Mortgage Loans then being serviced thereunder and an accounting of amounts collected or held by it and otherwise use its best efforts to effect the orderly and efficient transfer of such substitute Subservicing Agreement to the assuming party. The Trustee shall be entitled to be reimbursed from the predecessor Servicer (or the Trust if the predecessor Servicer is unable to fulfill its obligations hereunder) for all Servicing Transfer Costs.

Trustee to Act as Servicer. If Subject to Sections 6.04 and 7.02, in the event that the Servicer shall for any reason no longer be the Servicer servicer hereunder (including by reason of an Event of Default), the Trustee shall or its designee shall, within 90 a period of time not to exceed ninety (90) days from the date of such timenotice of termination or resignation, assume, if it so elects, or shall appoint a successor Servicer to assume, thereupon assume all of the rights and obligations of the Servicer hereunder arising thereafter (except that the Trustee shall not be (ai) liable for losses arising out of the Servicer pursuant to Section 3.12 or any acts or omissions of the predecessor Servicer servicer hereunder, (bii) obligated to make Advances or Servicing Advances if it is prohibited from doing so by applicable law law, (iii) obligated to effectuate repurchases or substitutions of Mortgage Loans hereunder, including pursuant to Section 2.02 or 2.03 hereof, (iv) responsible for any expenses of the Servicer pursuant to Section 2.03 or (cv) deemed to have made any representations and warranties hereunder, including pursuant to Section 2.04 or the first paragraph of Section 6.02 hereof; provided, however that the Trustee (subject to clause (ii) above) or its designee, in its capacity as the successor servicer, shall immediately assume the terminated or resigning Servicer's obligation to make Advances and Servicing Advances). No such termination or resignation shall affect any obligation of the Servicer to pay amounts owed under this Agreement and to perform its duties under this Agreement until its successor assumes all of its rights and obligations hereunder). Any such assumption shall be subject to Sections 7.02 and 8.05. If the Servicer shall for any reason no longer be the Servicer a servicer (including by reason of any Event of Default), the Trustee (or the any other successor Servicer may elect to servicer) may, at its option, succeed to any rights and obligations of the Servicer under each Subservicing Agreement or may terminate each Subservicing Agreement. If it has elected to assume any subservicing agreement in accordance with the Subservicing Agreementterms thereof; provided, however, that the Trustee (or any other successor servicer) shall not incur any liability or have any obligations in its capacity as servicer under a subservicing agreement arising prior to the successor Servicer shall be deemed date of such succession unless it expressly elects to have assumed all succeed to the rights and obligations of the Servicer's interest therein Servicer thereunder; and to have replaced the Servicer as a party to any Subservicing Agreement entered into by the Servicer as contemplated by Section 3.02 to the same extent as if the Subservicing Agreement had been assigned to the assuming party except that the Servicer shall not thereby be relieved of any liability or obligations under the subservicing agreement arising prior to the date of such succession. To the extent any costs or expenses, including without limitation, Servicing Transfer Costs incurred by the Trustee in connection with this Section 3.04 or Section 7.02, are not paid by the Servicer pursuant to this Agreement within 30 days of the date of the Trustee's invoice thereof, such amounts shall be payable out of the Certificate Account; provided that if the Servicer has been terminated by reason of an Event of Default, the terminated servicer shall reimburse the Trust Fund for any such Subservicing Agreementexpense incurred by the Trust Fund upon receipt of a reasonably detailed invoice evidencing such expenses. If the Trustee is unwilling or unable to act as servicer, the Trustee shall seek to appoint a successor servicer that is eligible in accordance with the criteria specified in this Agreement and reasonably acceptable to the NIMs Insurer. The Servicer that is no longer the Servicer hereunder shall, upon request of the Trustee, but at the expense of such predecessor Servicerthe Servicer if the Servicer has been terminated by reason of an Event of Default, deliver to the assuming party all documents and records relating to each Subservicing Agreement or substitute servicing subservicing agreement and the Mortgage Loans then being serviced thereunder and an accounting of amounts collected or held by it and otherwise use its best efforts to effect the orderly and efficient transfer of such substitute Subservicing Agreement the subservicing agreement to the assuming party. The Trustee shall be entitled to be reimbursed from the predecessor Servicer (or the Trust if the predecessor Servicer is unable to fulfill its obligations hereunder) for all Servicing Transfer Costs.

Trustee to Act as Servicer. If Subject to Sections 6.04 and 7.02, in the event that the Servicer shall for any reason no longer be the Servicer servicer hereunder (including by reason of an Event of Default), the Trustee shall or its designee shall, within 90 a period of time not to exceed ninety (90) days from the date of such timenotice of termination or resignation, assume, if it so elects, or shall appoint a successor Servicer to assume, thereupon assume all of the rights and obligations of the Servicer hereunder arising thereafter (except that the Trustee shall not be (ai) liable for losses arising out of the Servicer pursuant to Section 3.12 or any acts or omissions of the predecessor Servicer servicer hereunder, (bii) obligated to make Advances or Servicing Advances if it is prohibited from doing so by applicable law law, (iii) obligated to effectuate repurchases or substitutions of Mortgage Loans hereunder, including pursuant to Section 2.02, 2.03 or 2.05 hereof, (iv) responsible for any expenses of the Servicer pursuant to Section 2.03 or (cv) deemed to have made any representations and warranties hereunder, including pursuant to Section 2.04 or the first paragraph of Section 6.02 hereof; provided, however that the Trustee (subject to clause (ii) above) or its designee, in its capacity as the successor servicer, shall immediately assume the terminated or resigning Servicer's obligation to make Advances and Servicing Advances). No such termination or resignation shall affect any obligation of the Servicer to pay amounts owed under this Agreement and to perform its duties under this Agreement until its successor assumes all of its rights and obligations hereunder). Any such assumption shall be subject to Sections 7.02 and 8.05. If the Servicer shall for any reason no longer be the Servicer a servicer (including by reason of any Event of Default), the Trustee (or the any other successor Servicer may elect to servicer) may, at its option, succeed to any rights and obligations of the Servicer under each Subservicing Agreement or may terminate each Subservicing Agreement. If it has elected to assume any subservicing agreement in accordance with the Subservicing Agreementterms thereof; provided, however, that the Trustee (or any other successor servicer) shall not incur any liability or have any obligations in its capacity as servicer under a subservicing agreement arising prior to the successor Servicer shall be deemed date of such succession unless it expressly elects to have assumed all succeed to the rights and obligations of the Servicer's interest therein Servicer thereunder; and to have replaced the Servicer as a party to any Subservicing Agreement entered into by the Servicer as contemplated by Section 3.02 to the same extent as if the Subservicing Agreement had been assigned to the assuming party except that the Servicer shall not thereby be relieved of any liability or obligations under the subservicing agreement arising prior to the date of such succession. To the extent any costs or expenses, including without limitation, Servicing Transfer Costs incurred by the Trustee in connection with this Section 3.04 or Section 7.02, are not paid by the Servicer pursuant to this Agreement within thirty (30) days of the date of the Trustee's invoice thereof, such amounts shall be payable out of the Certificate Account; provided that if the Servicer has been terminated by reason of an Event of Default, the terminated servicer shall reimburse the Issuing Entity for any such Subservicing expense incurred by the Issuing Entity upon receipt of a reasonably detailed invoice evidencing such expenses. If the Trustee is unwilling or unable to act as servicer, the Trustee shall seek to appoint a successor servicer that is eligible in accordance with the criteria specified in this Agreement. The Servicer that is no longer the Servicer hereunder shall, upon request of the Trustee, but at the expense of such predecessor Servicerthe Servicer if the Servicer has been terminated by reason of an Event of Default, deliver to the assuming party all documents and records relating to each Subservicing Agreement or substitute servicing subservicing agreement and the Mortgage Loans then being serviced thereunder and an accounting of amounts collected or held by it and otherwise use its best efforts to effect the orderly and efficient transfer of such substitute Subservicing Agreement the subservicing agreement to the assuming party. The Trustee shall be entitled to be reimbursed from the predecessor Servicer (or the Trust if the predecessor Servicer is unable to fulfill its obligations hereunder) for all Servicing Transfer Costs.

Trustee to Act as Servicer. If In the event that the Servicer shall for any reason no longer be the Servicer hereunder (including by reason of an Event of Default), the Trustee shall or its designee shall, within 90 a period of time not to exceed ninety (90) days from the date of such timenotice of termination or resignation, assume, if it so elects, or shall appoint a successor Servicer to assume, thereupon assume all of the rights and obligations of the Servicer hereunder arising thereafter (except that the Trustee shall not be (ai) liable for losses of the Servicer pursuant to Section 3.12 3.10 hereof or any acts or omissions of the such predecessor Servicer hereunder, (bii) obligated to make Advances or Servicing Advances if it is prohibited from doing so by applicable law law, (iii) obligated to effectuate repurchases or substitutions of Mortgage Loans hereunder, including pursuant to Section 2.02, 2.03 or 2.05 hereof, (iv) responsible for any expenses of the Servicer pursuant to Section 2.03 or (cv) deemed to have made any representations and warranties hereunder, including pursuant to Section 2.04 or the first paragraph of Section 6.02 hereof; provided, however that the Trustee (subject to clause (ii) above) or its designee, in its capacity as the successor servicer, shall immediately assume the terminated or resigning Servicer's obligation to make Advances and Servicing Advances. No such termination shall affect any obligation of the Servicer to pay amounts owed under this Agreement and to perform its duties under this Agreement until its successor assumes all of its rights and obligations hereunder). Any such assumption shall be subject to Sections 7.02 and 8.05. If the Servicer shall for any reason no longer be the Servicer (including by reason of any Event of Default), the Trustee (or the any other successor Servicer may elect to servicer) may, at its option, succeed to any rights and obligations of the Servicer under each Subservicing Agreement any subservicing agreement in accordance with the terms thereof; provided, however, that the Trustee (or may terminate each Subservicing Agreement. If any other successor servicer) shall not incur any liability or have any obligations in its capacity as servicer under a subservicing agreement arising prior to the date of such succession unless it has elected expressly elects to assume the Subservicing Agreement, the Trustee or the successor Servicer shall be deemed to have assumed all such obligations of the Servicer's interest therein Servicer thereunder; and to have replaced the Servicer as a party to any Subservicing Agreement entered into by the Servicer as contemplated by Section 3.02 to the same extent as if the Subservicing Agreement had been assigned to the assuming party except that the Servicer shall not thereby be relieved of any liability or obligations under the subservicing agreement arising prior to the date of such succession. To the extent any costs or expenses, including without limitation Servicing Transfer Costs incurred by the Trustee in connection with this Section 3.04 are not paid by the Servicer pursuant to this Agreement within thirty (30) days of the date of the Trustee's invoice therefor, such amounts shall be payable out of the Certificate Account; provided that the terminated Servicer shall reimburse the Issuing Entity for any such Subservicing expense incurred by the Issuing Entity upon receipt of a reasonably detailed invoice evidencing such expenses. If the Trustee is unwilling or unable to act as servicer, the Trustee shall seek to appoint a successor servicer that is eligible in accordance with the criteria specified in Section 7.03 of this Agreement. The Servicer that is no longer the Servicer hereunder shall, upon request of the Trustee, but at the expense of such predecessor the Servicer, deliver to the assuming party all documents and records relating to each Subservicing Agreement or substitute servicing subservicing agreement and the Mortgage Loans then being serviced thereunder and an accounting of amounts collected or held by it and otherwise use its best efforts to effect the orderly and efficient transfer of such substitute Subservicing Agreement the subservicing agreement to the assuming party. The 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 entitled 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 reimbursed from subject to the predecessor Servicer (or the Trust if the predecessor Servicer is unable to fulfill its obligations hereunder) for all Servicing Transfer Coststerms of this Agreement.

Trustee to Act as Servicer. If the either Servicer shall for any reason no longer be the a Servicer hereunder (including by reason of an Event of Default), the Trustee shall within 90 days of such time, thereupon assume, if it so elects, or shall appoint a successor Servicer to assume, all of the rights and obligations of the such Servicer hereunder arising thereafter (except that the Trustee shall not be (a) liable for losses of the such Servicer pursuant to Section 3.12 or any acts or omissions of the predecessor Servicer hereunder, (b) obligated to make Advances if it is prohibited from doing so by applicable law or (c) deemed to have made any representations and warranties of the such Servicer hereunder). Any such assumption shall be subject to Sections 7.02 and 8.05Section 7.02. If the either Servicer shall for any reason no longer be the a Servicer (including by reason of any Event of Default), the Trustee or the successor Servicer may elect to succeed to any rights and obligations of the such Servicer under each Subservicing Agreement or may terminate each Subservicing Agreement. If it has elected to assume the Subservicing Agreement, the Trustee or the successor Servicer shall be deemed to have assumed all of the related Servicer's interest therein and to have replaced the such Servicer as a party to any Subservicing Agreement entered into by the such Servicer as contemplated by Section 3.02 to the same extent as if the Subservicing Agreement had been assigned to the assuming party except that the such Servicer shall not be relieved of any liability or obligations under any such Subservicing Agreement. The Each Servicer that is no longer the a Servicer hereunder shall, upon request of the Trustee, but at the expense of such predecessor Servicer, deliver to the assuming party all documents and records relating to each Subservicing Agreement or substitute servicing agreement and the Mortgage Loans then being serviced thereunder and an accounting of amounts collected or held by it and otherwise use its best efforts to effect the orderly and efficient transfer of such substitute Subservicing Agreement to the assuming party. The Trustee shall be entitled to be reimbursed from the predecessor Servicer (or the Trust if the predecessor Servicer is unable to fulfill its obligations hereunder) for all Servicing Transfer Costs.

Trustee to Act as Servicer. If Subject to Sections 6.04 and 7.02, in the event that the Servicer shall for any reason no longer be the Servicer hereunder (including by reason of an Event of Default), the Trustee shall or its designee shall, within 90 a period of time not to exceed ninety (90) days from the date of such timenotice of termination or resignation, assume, if it so elects, or shall appoint a successor Servicer to assume, thereupon assume all of the rights and obligations of the Servicer hereunder arising thereafter (except that the Trustee shall not be (ai) liable for losses of the Servicer pursuant to Section 3.12 3.10 hereof or any acts or omissions of the such predecessor Servicer hereunder, (bii) obligated to make Advances or Servicing Advances if it is prohibited from doing so by applicable law law, (iii) obligated to effectuate repurchases or substitutions of Mortgage Loans hereunder, including pursuant to Section 2.02 or 2.03 hereof, (iv) responsible for any expenses of the Servicer pursuant to Section 2.03 or (cv) deemed to have made any representations and warranties hereunder, including pursuant to Section 2.04 or the first paragraph of Section 6.02 hereof; provided, however that the Trustee (subject to clause (ii) above) or its designee, in its capacity as the successor servicer, shall immediately assume the terminated or resigning Servicer's obligation to make Advances and Servicing Advances). No such termination or resignation shall affect any obligation of the Servicer to pay amounts owed under this Agreement and to perform its duties under this Agreement until its successor assumes all of its rights and obligations hereunder). Any such assumption shall be subject to Sections 7.02 and 8.05. If the Servicer shall for any reason no longer be the Servicer (including by reason of any Event of Default), the Trustee (or the any other successor Servicer may elect to servicer) may, at its option, succeed to any rights and obligations of the Servicer under each Subservicing Agreement or may terminate each Subservicing Agreement. If it has elected to assume any subservicing agreement in accordance with the Subservicing Agreementterms thereof; provided, however, that the Trustee (or any other successor servicer) shall not incur any liability or have any obligations in its capacity as servicer under a subservicing agreement arising prior to the successor Servicer shall be deemed date of such succession unless it expressly elects to have assumed all succeed to the rights and obligations of the Servicer's interest therein Servicer thereunder; and to have replaced the Servicer as a party to any Subservicing Agreement entered into by the Servicer as contemplated by Section 3.02 to the same extent as if the Subservicing Agreement had been assigned to the assuming party except that the Servicer shall not thereby be relieved of any liability or obligations under the subservicing agreement arising prior to the date of such succession. To the extent any costs or expenses, including without limitation Servicing Transfer Costs incurred by the Trustee in connection with this Section 3.04, are not paid by the Servicer pursuant to this Agreement within 30 days of the date of the Trustee's invoice thereof, such amounts shall be payable out of the Certificate Account; provided that if the Servicer has been terminated by reason of an Event of Default, the terminated Servicer shall reimburse the Trust Fund for any such Subservicing expense incurred by the Trust Fund upon receipt of a reasonably detailed invoice evidencing such expenses. If the Trustee is unwilling or unable to act as servicer, the Trustee shall seek to appoint a successor servicer that is eligible in accordance with the criteria specified this Agreement. The Servicer that is no longer the Servicer hereunder shall, upon request of the Trustee, but at the expense of such predecessor Servicerthe Servicer if the Servicer has been terminated by reason of an Event of Default, deliver to the assuming party all documents and records relating to each Subservicing Agreement or substitute servicing subservicing agreement and the Mortgage Loans then being serviced thereunder and an accounting of amounts collected or held by it and otherwise use its best efforts to effect the orderly and efficient transfer of such substitute Subservicing Agreement the subservicing agreement to the assuming party. The Trustee shall be entitled to be reimbursed from the predecessor Servicer (or the Trust if the predecessor Servicer is unable to fulfill its obligations hereunder) for all Servicing Transfer Costs.

Trustee to Act as Servicer. If In the event that the Servicer shall for any reason no longer be the Servicer hereunder (including by reason of an Event of Default), the Trustee shall or its designee shall, within 90 a period of time not to exceed ninety (90) days from the date of such timenotice of termination or resignation, assume, if it so elects, or shall appoint a successor Servicer to assume, thereupon assume all of the rights and obligations of the Servicer hereunder arising thereafter (except that the Trustee shall not be (ai) liable for losses of the Servicer pursuant to Section 3.12 3.10 hereof or any acts or omissions of the such predecessor Servicer hereunder, (bii) obligated to make Advances or Servicing Advances if it is prohibited from doing so by applicable law law, (iii) obligated to effectuate repurchases or substitutions of Mortgage Loans hereunder, including pursuant to Section 2.02 or 2.03 hereof, (iv) responsible for any expenses of the Servicer pursuant to Section 2.03 or (cv) deemed to have made any representations and warranties hereunder, including pursuant to Section 2.04 or the first paragraph of Section 6.02 hereof; provided, however that the Trustee (subject to clause (ii) above) or its designee, in its capacity as the successor servicer, shall immediately assume the terminated or resigning Servicer's obligation to make Advances and Servicing Advances. No such termination shall affect any obligation of the Servicer to pay amounts owed under this Agreement and to perform its duties under this Agreement until its successor assumes all of its rights and obligations hereunder). Any such assumption shall be subject to Sections 7.02 and 8.05. If the Servicer shall for any reason no longer be the Servicer (including by reason of any Event of Default), the Trustee (or the any other successor Servicer may elect to servicer) may, at its option, succeed to any rights and obligations of the Servicer under each Subservicing Agreement any subservicing agreement in accordance with the terms thereof; provided, however, that the Trustee (or may terminate each Subservicing Agreement. If any other successor servicer) shall not incur any liability or have any obligations in its capacity as servicer under a subservicing agreement arising prior to the date of such succession unless it has elected expressly elects to assume the Subservicing Agreement, the Trustee or the successor Servicer shall be deemed to have assumed all such obligations of the Servicer's interest therein Servicer thereunder; and to have replaced the Servicer as a party to any Subservicing Agreement entered into by the Servicer as contemplated by Section 3.02 to the same extent as if the Subservicing Agreement had been assigned to the assuming party except that the Servicer shall not thereby be relieved of any liability or obligations under the subservicing agreement arising prior to the date of such succession. To the extent any costs or expenses, including without limitation Servicing Transfer Costs incurred by the Trustee in connection with this Section 3.04 are not paid by the Servicer pursuant to this Agreement within 30 days of the date of the Trustee's invoice therefor, such amounts shall be payable out of the Certificate Account; provided that the terminated Servicer shall reimburse the Trust Fund for any such Subservicing Agreementexpense incurred by the Trust Fund upon receipt of a reasonably detailed invoice evidencing such expenses. If the Trustee is unwilling or unable to act as servicer, or if the NIMs Insurer so directs the Trustee, the Trustee shall seek to appoint a successor servicer that is eligible in accordance with the criteria specified this Agreement and reasonably acceptable to the NIMs Insurer. The Servicer that is no longer the Servicer hereunder shall, upon request of the Trustee, but at the expense of such predecessor the Servicer, deliver to the assuming party all documents and records relating to each Subservicing Agreement or substitute servicing subservicing agreement and the Mortgage Loans then being serviced thereunder and an accounting of amounts collected or held by it and otherwise use its best efforts to effect the orderly and efficient transfer of such substitute Subservicing Agreement the subservicing agreement to the assuming party. The In the event that the Servicer shall for any reason no longer be the Servicer hereunder (including by reason of any Event of Default), notwithstanding anything to the contrary above, the Trustee and the Depositor hereby agree that within 10 Business Days or delivery to the Trustee by the Servicing Rights Pledgee of a letter signed by the Servicer whereby the Servicer shall resign as Servicer under this Agreement, the Servicing Rights Pledgee or its designee shall be entitled 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 reimbursed from subject to the predecessor Servicer (or the Trust if the predecessor Servicer is unable to fulfill its obligations hereunder) for all Servicing Transfer Coststerms of this Agreement.

Trustee to Act as Servicer. If In the event that the Servicer shall for any reason no longer be the Servicer servicer hereunder (including by reason of an Event of Default), the Trustee shall or its designee shall, within 90 a period of time not to exceed ninety (90) days from the date of such timenotice of termination or resignation, assume, if it so elects, or shall appoint a successor Servicer to assume, thereupon assume all of the rights and obligations of the Servicer hereunder arising thereafter (except that the Trustee shall not be (ai) liable for losses of the Servicer pursuant to Section 3.12 3.10 hereof or for any acts or omissions of the such predecessor Servicer servicer hereunder, (bii) obligated to make Advances if it is prohibited from doing so by applicable law law, (iii) obligated to effectuate repurchases or substitutions of Mortgage Loans hereunder, including pursuant to Section 2.02 or 2.03 hereof, (iv) responsible for any expenses of the Servicer pursuant to Section 2.03 or (cv) deemed to have made any representations and warranties hereunder, including pursuant to Section 2.04 or the first paragraph of Section 6.02 hereof; provided, however that the Trustee or its designee, in its capacity as the successor servicer, shall immediately assume the Servicer's obligation to make Advances and Servicing Advances). No such termination or resignation shall affect any obligation of the Servicer to pay amounts owed under this Agreement and to perform its duties under this Agreement until its successor assumes all of its rights and obligations hereunder). Any such assumption shall be subject to Sections 7.02 and 8.05. If the Servicer shall for any reason no longer be the Servicer servicer (including by reason of any Event of Default), the Trustee (or the any other successor Servicer may elect to servicer) may, at its option, succeed to any rights and obligations of the Servicer under each Subservicing Agreement or may terminate each Subservicing Agreement. If it has elected to assume any subservicing agreement in accordance with the Subservicing Agreementterms thereof; provided, however, that the Trustee (or any other successor servicer) shall not incur any liability or have any obligations in its capacity as servicer under a subservicing agreement arising prior to the successor Servicer shall be deemed date of such succession unless it expressly elects to have assumed all succeed to the rights and obligations of the Servicer's interest therein Servicer thereunder; and to have replaced the Servicer as a party to any Subservicing Agreement entered into by the Servicer as contemplated by Section 3.02 to the same extent as if the Subservicing Agreement had been assigned to the assuming party except that the Servicer shall not thereby be relieved of any liability or obligations under the subservicing agreement arising prior to the date of such succession. To the extent any Servicing Transfer Costs or expenses are not paid by the Servicer pursuant to this Agreement, such amounts shall be payable out of the Certificate Account; provided that the terminated servicer shall reimburse the Trust Fund for any such Subservicing Agreementexpense incurred by the Trust Fund upon receipt of a reasonably detailed invoice evidencing such expenses. If the Trustee is unwilling or unable to act as servicer, or if the NIMs Insurer so directs the Trustee, the Trustee shall seek to appoint a successor servicer that is eligible in accordance with the criteria specified this Agreement and reasonably acceptable to the NIMs Insurer. The Servicer that is no longer the Servicer hereunder shall, upon request of the Trustee, but at the expense of such predecessor the Servicer, deliver to the assuming party all documents and records relating to each Subservicing Agreement or substitute servicing subservicing agreement and the Mortgage Loans then being serviced thereunder and an accounting of amounts collected or held by it and otherwise use its best efforts to effect the orderly and efficient transfer of such substitute Subservicing Agreement the subservicing agreement to the assuming party. The Trustee shall be entitled to be reimbursed from the predecessor Servicer (or the Trust if the predecessor Servicer is unable to fulfill its obligations hereunder) for all Servicing Transfer Costs.

Trustee to Act as Servicer. If In the event that the Servicer shall for any reason no longer be the Servicer hereunder (including by reason of an Event of Default), the Trustee shall or its designee shall, within 90 a period of time not to exceed ninety (90) days from the date of such timenotice of termination or resignation, assume, if it so elects, or shall appoint a successor Servicer to assume, thereupon assume all of the rights and obligations of the Servicer hereunder arising thereafter (except that the Trustee shall not be (ai) liable for losses of the Servicer pursuant to Section 3.12 3.10 hereof or any acts or omissions of the such predecessor Servicer hereunder, (bii) obligated to make Advances or Servicing Advances if it is prohibited from doing so by applicable law law, (iii) obligated to effectuate repurchases or substitutions of Mortgage Loans hereunder, including pursuant to Section 2.02 or 2.03 hereof, (iv) responsible for any expenses of the Servicer pursuant to Section 2.03 or (cv) deemed to have made any representations and warranties hereunder, including pursuant to Section 2.04 or the first paragraph of Section 6.02 hereof; provided, however that the Trustee (subject to clause (ii) above) or its designee, in its capacity as the successor servicer, shall immediately assume the terminated or resigning Servicer's obligation to make Advances and Servicing Advances. No such termination shall affect any obligation of the Servicer to pay amounts owed under this Agreement and to perform its duties under this Agreement until its successor assumes all of its rights and obligations hereunder). Any such assumption shall be subject to Sections 7.02 and 8.05. If the Servicer shall for any reason no longer be the Servicer (including by reason of any Event of Default), the Trustee (or the any other successor Servicer may elect to servicer) may, at its option, succeed to any rights and obligations of the Servicer under each Subservicing Agreement any subservicing agreement in accordance with the terms thereof; provided, however, that the Trustee (or may terminate each Subservicing Agreement. If any other successor servicer) shall not incur any liability or have any obligations in its capacity as servicer under a subservicing agreement arising prior to the date of such succession unless it has elected expressly elects to assume the Subservicing Agreement, the Trustee or the successor Servicer shall be deemed to have assumed all such obligations of the Servicer's interest therein Servicer thereunder; and to have replaced the Servicer as a party to any Subservicing Agreement entered into by the Servicer as contemplated by Section 3.02 to the same extent as if the Subservicing Agreement had been assigned to the assuming party except that the Servicer shall not thereby be relieved of any liability or obligations under the subservicing agreement arising prior to the date of such succession. To the extent any costs or expenses, including without limitation Servicing Transfer Costs incurred by the Trustee in connection with this Section 3.04 are not paid by the Servicer pursuant to this Agreement within 30 days of the date of the Trustee's invoice therefor, such amounts shall be payable out of the Certificate Account; provided that the terminated Servicer shall reimburse the Trust Fund for any such Subservicing expense incurred by the Trust Fund upon receipt of a reasonably detailed invoice evidencing such expenses. If the Trustee is unwilling or unable to act as servicer, the Trustee shall seek to appoint a successor servicer that is eligible in accordance with the criteria specified this Agreement. The Servicer that is no longer the Servicer hereunder shall, upon request of the Trustee, but at the expense of such predecessor the Servicer, deliver to the assuming party all documents and records relating to each Subservicing Agreement or substitute servicing subservicing agreement and the Mortgage Loans then being serviced thereunder and an accounting of amounts collected or held by it and otherwise use its best efforts to effect the orderly and efficient transfer of such substitute Subservicing Agreement the subservicing agreement to the assuming party. The In the event that the Servicer shall for any reason no longer be the Servicer hereunder (including by reason of any Event of Default), notwithstanding anything to the contrary above, the Trustee and the Depositor hereby agree that within 10 Business Days or delivery to the Trustee by the Servicing Rights Pledgee of a letter signed by the Servicer whereby the Servicer shall resign as Servicer under this Agreement, the Servicing Rights Pledgee or its designee shall be entitled 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 reimbursed from subject to the predecessor Servicer (or the Trust if the predecessor Servicer is unable to fulfill its obligations hereunder) for all Servicing Transfer Coststerms of this Agreement.

Trustee to Act as Servicer. If the Servicer shall for any reason no longer be the Servicer hereunder (including by reason of an Event of Default), the Trustee shall within 90 days of such time, assume, if it so elects, or shall appoint a successor Servicer to assume, all of the rights and obligations of the Servicer hereunder arising thereafter (except that the Trustee shall not be (a) liable for losses of the Servicer pursuant to Section 3.12 or any acts or omissions of the predecessor Servicer hereunder, (b) obligated to make Advances if it is prohibited from doing so by applicable law or (c) deemed to have made any representations and warranties of the Servicer hereunder). Any such assumption shall be subject to Sections 7.02 and 8.05. If the Servicer shall for any reason no longer be the Servicer (including by reason of any Event of Default), the Trustee or the successor Servicer may elect to succeed to any rights and obligations of the Servicer under each Subservicing Agreement or may terminate each Subservicing Agreement. If it has elected to assume the Subservicing Agreement, the Trustee or the successor Servicer shall be deemed to have assumed all of the Servicer's interest therein and to have replaced the Servicer as a party to any Subservicing Agreement entered into by the Servicer as contemplated by Section 3.02 to the same extent as if the Subservicing Agreement had been assigned to the assuming party except that the Servicer shall not be relieved of any liability or obligations under any such Subservicing Agreement. The Servicer that is no longer the a Servicer hereunder shall, upon request of the Trustee, but at the expense of such predecessor Servicer, deliver to the assuming party all documents and records relating to each Subservicing Agreement or substitute servicing agreement and the Mortgage Loans then being serviced thereunder and an accounting of amounts collected or held by it and otherwise use its best efforts to effect the orderly and efficient transfer of such substitute Subservicing Agreement to the assuming party. The Trustee shall be entitled to be reimbursed from the predecessor Servicer (or the Trust if the predecessor Servicer is unable to fulfill its obligations hereunder) for all Servicing Transfer Costs.

Trustee to Act as Servicer. If Subject to Sections 6.04 and 7.02, in the event that the Servicer shall shall, for any reason reason, no longer be the Servicer servicer hereunder (including by reason of an Event of Default), the Trustee shall or its designee shall, within 90 a period of time not to exceed ninety (90) days from the date of such timenotice of termination or resignation, assume, if it so elects, or shall appoint a successor Servicer to assume, thereupon assume all of the rights and obligations of the Servicer hereunder arising thereafter (except that the Trustee shall not be (ai) liable for losses of the Servicer pursuant to Section 3.12 3.10 hereof or any acts or omissions of the Servicer or any predecessor Servicer servicer hereunder, (bii) obligated to make Advances if it is prohibited from doing so by applicable law law, (iii) obligated to effectuate repurchases or substitutions of Mortgage Loans hereunder, including pursuant to Section 2.02 or 2.03 hereof, (iv) responsible for any expenses of the Servicer pursuant to Section 2.03 or (cv) deemed to have made any representations and warranties hereunder, including pursuant to Section 2.04 or the first paragraph of Section 6.02 hereof; provided, however that the Trustee (subject to clause (ii) above) or its designee, in its capacity as the successor servicer, shall immediately assume the Servicer's obligation to make Advances and Servicing Advances). No such termination or resignation shall affect any obligation of the Servicer to pay amounts owed under this Agreement and to perform its duties under this Agreement until its successor assumes all of its rights and obligations hereunder). Any such assumption shall be subject to Sections 7.02 and 8.05. If the Servicer shall for any reason no longer be the Servicer servicer (including by reason of any Event of Default), the Trustee (or the any other successor Servicer may elect to servicer) may, at its option, succeed to any rights and obligations of the Servicer under each Subservicing Agreement or may terminate each Subservicing Agreement. If it has elected to assume any subservicing agreement in accordance with the Subservicing Agreementterms thereof; provided, however, that the Trustee (or any other successor servicer) shall not incur any liability or have any obligations in its capacity as servicer under a subservicing agreement arising prior to the successor Servicer shall be deemed date of such succession unless it expressly elects to have assumed all succeed to the rights and obligations of the Servicer's interest therein Servicer thereunder; and to have replaced the Servicer as a party to any Subservicing Agreement entered into by the Servicer as contemplated by Section 3.02 to the same extent as if the Subservicing Agreement had been assigned to the assuming party except that the Servicer shall not thereby be relieved of any liability or obligations under any subservicing agreement arising prior to the date of such Subservicing Agreementsuccession. To the extent any costs or expenses, including without limitation Servicing Transfer Costs incurred by the Trustee in connection with this Section 3.04 or Section 7.02, are not paid by the Servicer pursuant to this Agreement within 30 days of the date of the Trustee's invoice thereof, such amounts shall be payable out of the Certificate Account; provided that the terminated servicer shall reimburse the Trust Fund for any such expense incurred by the Trust Fund upon receipt of a reasonably detailed invoice evidencing such expenses. If the Trustee is unwilling or unable to act as servicer, the Trustee shall seek to appoint a successor servicer that is eligible in accordance with the criteria specified in this Agreement and reasonably acceptable to the NIMs Insurer. The Servicer that is no longer the Servicer hereunder shall, upon request of the Trustee, but at the expense of such predecessor the Servicer, deliver to the assuming party all documents and records relating to each Subservicing Agreement or substitute servicing subservicing agreement and the Mortgage Loans then being serviced thereunder and an accounting of amounts collected or held by it and otherwise use its best efforts to effect the orderly and efficient transfer of such substitute Subservicing Agreement the subservicing agreement to the assuming party. The Notwithstanding anything to the contrary above, the Trustee, the Depositor and the NIMs Insurer hereby agree that within 10 Business Days of delivery to the Trustee by the Servicing Rights Pledgee of a letter signed by the Servicer whereby the Servicer shall resign as Servicer under this Agreement, the Servicing Rights Pledgee or its designee shall be entitled appointed as successor servicer (provided that at the time of such appointment the Servicing Rights Pledgee meets the requirements of a successor servicer set forth in Section 7.02 of this Agreement, and for the purpose hereof, it is agreed that the consent and approval of the Trustee, the Depositor and the NIMs Insurer shall be deemed to have been given to the Servicing Rights Pledgee or its designee, and the Servicing Rights Pledgee or its designee are hereby agreed to be reimbursed from acceptable to the predecessor Servicer (Trustee, the Depositor and the NIMs Insurer or such designee) and the Trust if Servicing Rights Pledgee agrees to be subject to the predecessor Servicer is unable to fulfill its obligations hereunder) for all Servicing Transfer Coststerms of this Agreement.

Trustee to Act as Servicer. If Subject to Sections 6.04 and 7.02, in the event that the Servicer shall for any reason no longer be the Servicer servicer hereunder (including by reason of an Event of Default), the Trustee shall or its designee shall, within 90 a period of time not to exceed ninety (90) days from the date of such timenotice of termination or resignation, assume, if it so elects, or shall appoint a successor Servicer to assume, thereupon assume all of the rights and obligations of the Servicer hereunder arising thereafter (except that the Trustee shall not be (ai) liable for losses arising out of the Servicer pursuant to Section 3.12 or any acts or omissions of the predecessor Servicer servicer hereunder, (bii) obligated to make Advances or Servicing Advances if it is prohibited from doing so by applicable law law, (iii) obligated to effectuate repurchases or substitutions of Mortgage Loans hereunder, including pursuant to Section 2.02, 2.03 or 2.05 hereof, (iv) responsible for any expenses of the Servicer pursuant to Section 2.03 or (cv) deemed to have made any representations and warranties hereunder, including pursuant to Section 2.04 or the first paragraph of Section 6.02 hereof; provided, however that the Trustee (subject to clause (ii) above) or its designee, in its capacity as the successor servicer, shall immediately assume the terminated or resigning Servicer's obligation to make Advances and Servicing Advances). No such termination or resignation shall affect any obligation of the Servicer to pay amounts owed under this Agreement and to perform its duties under this Agreement until its successor assumes all of its rights and obligations hereunder). Any such assumption shall be subject to Sections 7.02 and 8.05. If the Servicer shall for any reason no longer be the Servicer a servicer (including by reason of any Event of Default), the Trustee (or the any other successor Servicer may elect to servicer) may, at its option, succeed to any rights and obligations of the Servicer under each Subservicing Agreement or may terminate each Subservicing Agreement. If it has elected to assume the Subservicing Agreement, the Trustee or the successor Servicer shall be deemed to have assumed all of the Servicer's interest therein and to have replaced the Servicer as a party to any Subservicing Agreement entered into by in accordance with the terms thereof; provided, however, that the Trustee (or any other successor servicer) shall not incur any liability or have any obligations in its capacity as servicer under a Subservicing Agreement arising prior to the date of such succession unless it expressly elects to succeed to the rights and obligations of the Servicer as contemplated by Section 3.02 to the same extent as if the Subservicing Agreement had been assigned to the assuming party except that thereunder; and the Servicer shall not thereby be relieved of any liability or obligations under the Subservicing Agreement arising prior to the date of such succession. To the extent any costs or expenses, including without limitation, Servicing Transfer Costs incurred by the Trustee in connection with this Section 3.04 or Section 7.02, are not paid by the Servicer pursuant to this Agreement within thirty (30) days of the date of the Trustee's invoice thereof, such amounts shall be payable out of the Certificate Account; provided that if the Servicer has been terminated by reason of an Event of Default, the terminated servicer shall reimburse the Issuing Entity for any such Subservicing Agreementexpense incurred by the Issuing Entity upon receipt of a reasonably detailed invoice evidencing such expenses. If the Trustee is unwilling or unable to act as servicer, the Trustee shall seek to appoint a successor servicer that is eligible in accordance with the criteria specified in this Agreement and reasonably acceptable to the NIMs Insurer. The Servicer that is no longer the Servicer hereunder shall, upon request of the Trustee, but at the expense of such predecessor Servicerthe Servicer if the Servicer has been terminated by reason of an Event of Default, deliver to the assuming party all documents and records relating to each Subservicing Agreement or substitute servicing subservicing agreement and the Mortgage Loans then being serviced thereunder and an accounting of amounts collected or held by it and otherwise use its best efforts to effect the orderly and efficient transfer of such substitute the Subservicing Agreement to the assuming party. The Trustee shall be entitled to be reimbursed from the predecessor Servicer (or the Trust if the predecessor Servicer is unable to fulfill its obligations hereunder) for all Servicing Transfer Costs.

Trustee to Act as Servicer. If the Servicer shall for any reason no longer be the Servicer hereunder (including by reason of an Event of Default), the Trustee shall within 90 days of such time, thereupon assume, if it so elects, or shall appoint a successor Servicer to assume, all of the rights and obligations of the Servicer hereunder arising thereafter (except that the Trustee shall not be (a) liable for losses of the Servicer pursuant to Section 3.12 or any acts or omissions of the predecessor Servicer hereunder, (b) obligated to make Advances if it is prohibited from doing so by applicable law or (c) deemed to have made any representations and warranties of the Servicer hereunder). Any such assumption shall be subject to Sections 7.02 and 8.05Section 7.02. If the Servicer shall for any reason no longer be the Servicer (including by reason of any Event of Default), the Trustee or the successor Servicer may elect to succeed to any rights and obligations of the Servicer under each Subservicing Agreement or may terminate each Subservicing Agreement. If it has elected to assume the Subservicing Agreement, the Trustee or the successor Servicer shall be deemed to have assumed all of the Servicer's ’s interest therein and to have replaced the Servicer as a party to any Subservicing Agreement entered into by the Servicer as contemplated by Section 3.02 to the same extent as if the Subservicing Agreement had been assigned to the assuming party except that the Servicer shall not be relieved of any liability or obligations under any such Subservicing Agreement. The Servicer that is no longer the Servicer hereunder shall, upon request of the Trustee, but at the expense of such predecessor the Servicer, deliver to the assuming party all documents and records relating to each Subservicing Agreement or substitute servicing agreement and the Mortgage Loans then being serviced thereunder and an accounting of amounts collected or held by it and otherwise use its best efforts to effect the orderly and efficient transfer of such substitute Subservicing Agreement to the assuming party. The Trustee shall be entitled to be reimbursed from the predecessor Servicer (or the Trust if the predecessor Servicer is unable to fulfill its obligations hereunder) for all Servicing Transfer Costs.

Trustee to Act as Servicer. If In the event that either Servicer shall for any reason no longer be the a Servicer hereunder (including by reason of an Event of Default), the Trustee or its successor shall within 90 days of such time, assume, if it so elects, or shall appoint a successor Servicer to assume, thereupon assume all of the rights and obligations of the such Servicer hereunder arising thereafter (except that the Trustee shall not be (ai) liable for losses of the such Servicer pursuant to Section 3.12 3.10 or any acts or omissions of the such predecessor Servicer hereunder), (bii) obligated to make Advances if it is prohibited from doing so by applicable law law, (iii) obligated to effectuate repurchases of Mortgage Loans hereunder, including but not limited to repurchases pursuant to Section 2.03, (iv) responsible for expenses of such Servicer pursuant to Section 2.03 or (cv) deemed to have made any representations and warranties of the such Servicer hereunder). Any such assumption shall be subject to Sections 7.02 and 8.05Section 7.02. Every subservicing agreement entered into by a Servicer shall contain a provision giving the successor Servicer the option to terminate such agreement in the event a successor Servicer is appointed. If the either Servicer shall for any reason no longer be the a Servicer (including by reason of any Event of Default), the Trustee (or the any other successor Servicer may elect to Servicer) may, at its option, succeed to any rights and obligations of the such Servicer under each Subservicing Agreement or may terminate each Subservicing Agreement. If it has elected to assume any subservicing agreement in accordance with the Subservicing Agreement, terms thereof; provided that the Trustee (or the any other successor Servicer) shall not incur any liability or have any obligations in its capacity as successor Servicer shall be deemed to have assumed all of the Servicer's interest therein and to have replaced the Servicer as under a party to any Subservicing Agreement entered into by the Servicer as contemplated by Section 3.02 subservicing agreement arising prior to the same extent as if the Subservicing Agreement had been assigned date of such succession unless it expressly elects to succeed to the assuming party except that the rights and obligations of such Servicer thereunder; and such Servicer shall not thereby be relieved of any liability or obligations under any the subservicing agreement arising prior to the date of such Subservicing Agreementsuccession. The applicable Servicer that is no longer the Servicer hereunder shall, upon request of the Trustee, but at the expense of such predecessor Servicer, deliver to the assuming party all documents and records relating to each Subservicing Agreement or substitute servicing subservicing agreement (if any) and the Mortgage Loans then being serviced thereunder and an accounting of amounts collected or held by it and otherwise use its best efforts to effect the orderly and efficient transfer of such substitute Subservicing Agreement the subservicing agreement to the assuming party. The Trustee shall be entitled to be reimbursed from the predecessor Servicer (or the Trust if the predecessor Servicer is unable to fulfill its obligations hereunder) for all Servicing Transfer Costs.

Trustee to Act as Servicer. If Subject to Sections 6.04 and 7.02, in the event that the Servicer shall for any reason no longer be the Servicer servicer hereunder (including by reason of an Event of Default), the Trustee shall or its designee shall, within 90 a period of time not to exceed ninety (90) days from the date of such timenotice of termination or resignation, assume, if it so elects, or shall appoint a successor Servicer to assume, thereupon assume all of the rights and obligations of the Servicer hereunder arising thereafter (except that the Trustee shall not be (ai) liable for losses arising out of the Servicer pursuant to Section 3.12 or any acts or omissions of the predecessor Servicer servicer hereunder, (bii) obligated to make Advances or Servicing Advances if it is prohibited from doing so by applicable law law, (iii) obligated to effectuate repurchases or substitutions of Mortgage Loans hereunder, including pursuant to Section 2.02, 2.03 or 2.05hereof, (iv) responsible for any expenses of the Servicer pursuant to Section 2.03 or (cv) deemed to have made any representations and warranties hereunder, including pursuant to Section 2.04 or the first paragraph of Section 6.02 hereof; provided, however that the Trustee (subject to clause (ii) above) or its designee, in its capacity as the successor servicer, shall immediately assume the terminated or resigning Servicer's obligation to make Advances and Servicing Advances). No such termination or resignation shall affect any obligation of the Servicer to pay amounts owed under this Agreement and to perform its duties under this Agreement until its successor assumes all of its rights and obligations hereunder). Any such assumption shall be subject to Sections 7.02 and 8.05. If the Servicer shall for any reason no longer be the Servicer a servicer (including by reason of any Event of Default), the Trustee (or the any other successor Servicer may elect to servicer) may, at its option, succeed to any rights and obligations of the Servicer under each Subservicing Agreement or may terminate each Subservicing Agreement. If it has elected to assume any subservicing agreement in accordance with the Subservicing Agreementterms thereof; provided, however, that the Trustee (or any other successor servicer) shall not incur any liability or have any obligations in its capacity as servicer under a subservicing agreement arising prior to the successor Servicer shall be deemed date of such succession unless it expressly elects to have assumed all succeed to the rights and obligations of the Servicer's interest therein Servicer thereunder; and to have replaced the Servicer as a party to any Subservicing Agreement entered into by the Servicer as contemplated by Section 3.02 to the same extent as if the Subservicing Agreement had been assigned to the assuming party except that the Servicer shall not thereby be relieved of any liability or obligations under the subservicing agreement arising prior to the date of such succession. To the extent any costs or expenses, including without limitation, Servicing Transfer Costs incurred by the Trustee in connection with this Section 3.04 or Section 7.02, are not paid by the Servicer pursuant to this Agreement within thirty (30) days of the date of the Trustee's invoice thereof, such amounts shall be payable out of the Certificate Account; provided that if the Servicer has been terminated by reason of an Event of Default, the terminated servicer shall reimburse the Issuing Entity for any such Subservicing expense incurred by the Issuing Entity upon receipt of a reasonably detailed invoice evidencing such expenses. If the Trustee is unwilling or unable to act as servicer, the Trustee shall seek to appoint a successor servicer that is eligible in accordance with the criteria specified in this Agreement. The Servicer that is no longer the Servicer hereunder shall, upon request of the Trustee, but at the expense of such predecessor Servicerthe Servicer if the Servicer has been terminated by reason of an Event of Default, deliver to the assuming party all documents and records relating to each Subservicing Agreement or substitute servicing subservicing agreement and the Mortgage Loans then being serviced thereunder and an accounting of amounts collected or held by it and otherwise use its best efforts to effect the orderly and efficient transfer of such substitute Subservicing Agreement the subservicing agreement to the assuming party. The Trustee shall be entitled to be reimbursed from the predecessor Servicer (or the Trust if the predecessor Servicer is unable to fulfill its obligations hereunder) for all Servicing Transfer Costs.

Trustee to Act as Servicer. If Subject to Sections 6.04 and 7.02, in the event that the Servicer shall shall, for any reason reason, no longer be the Servicer servicer hereunder (including by reason of an Event of Default), the Trustee shall or its designee shall, within 90 a period of time not to exceed ninety (90) days from the date of such timenotice of termination or resignation, assume, if it so elects, or shall appoint a successor Servicer to assume, thereupon assume all of the rights and obligations of the Servicer hereunder arising thereafter (except that the Trustee shall not be (ai) liable for losses of the Servicer pursuant to Section 3.12 3.10 hereof or any acts or omissions of the Servicer or any predecessor Servicer servicer hereunder, (bii) obligated to make Advances if it is prohibited from doing so by applicable law law, (iii) obligated to effectuate repurchases or substitutions of Mortgage Loans hereunder, including pursuant to Section 2.02 or 2.03 hereof, (iv) responsible for any expenses of the Servicer pursuant to Section 2.03 or (cv) deemed to have made any representations and warranties hereunder, including pursuant to Section 2.04 or the first paragraph of Section 6.02 hereof; provided, however that the Trustee (subject to clause (ii) above) or its designee, in its capacity as the successor servicer, shall immediately assume the Servicer's obligation to make Advances and Servicing Advances). No such termination or resignation shall affect any obligation of the Servicer to pay amounts owed under this Agreement and to perform its duties under this Agreement until its successor assumes all of its rights and obligations hereunder). Any such assumption shall be subject to Sections 7.02 and 8.05. If the Servicer shall for any reason no longer be the Servicer servicer (including by reason of any Event of Default), the Trustee (or the any other successor Servicer may elect to servicer) may, at its option, succeed to any rights and obligations of the Servicer under each Subservicing Agreement or may terminate each Subservicing Agreement. If it has elected to assume any subservicing agreement in accordance with the Subservicing Agreementterms thereof; provided, however, that the Trustee (or any other successor servicer) shall not incur any liability or have any obligations in its capacity as servicer under a subservicing agreement arising prior to the successor Servicer shall be deemed date of such succession unless it expressly elects to have assumed all succeed to the rights and obligations of the Servicer's interest therein Servicer thereunder; and to have replaced the Servicer as a party to any Subservicing Agreement entered into by the Servicer as contemplated by Section 3.02 to the same extent as if the Subservicing Agreement had been assigned to the assuming party except that the Servicer shall not thereby be relieved of any liability or obligations under any subservicing agreement arising prior to the date of such Subservicing Agreementsuccession. To the extent any costs or expenses, including without limitation Servicing Transfer Costs incurred by the Trustee in connection with this Section 3.04 or Section 7.02, are not paid by the Servicer pursuant to this Agreement within 30 days of the date of the Trustee's invoice thereof, such amounts shall be payable out of the Certificate Account; provided that the terminated servicer shall reimburse the Trust Fund for any such expense incurred by the Trust Fund upon receipt of a reasonably detailed invoice evidencing such expenses. If the Trustee is unwilling or unable to act as servicer, the Trustee shall seek to appoint a successor servicer that is eligible in accordance with the criteria specified in this Agreement and reasonably acceptable to the NIMs Insurer. The Servicer that is no longer the Servicer hereunder shall, upon request of the Trustee, but at the expense of such predecessor the Servicer, deliver to the assuming party all documents and records relating to each Subservicing Agreement or substitute servicing subservicing agreement and the Mortgage Loans then being serviced thereunder and an accounting of amounts collected or held by it and otherwise use its best efforts to effect the orderly and efficient transfer of such substitute Subservicing Agreement the subservicing agreement to the assuming party. The Notwithstanding anything to the contrary above, the Trustee and the Depositor hereby agree that within 10 Business Days of delivery to the Trustee by the Servicing Rights Pledgee of a letter signed by the Servicer whereby the Servicer shall resign as Servicer under this Agreement, the Servicing Rights Pledgee or its designee shall be entitled appointed as successor servicer (provided that at the time of such appointment the Servicing Rights Pledgee or such designee meets the requirements of a successor servicer set forth in Section 7.02 of this Agreement) and the Servicing Rights Pledgee agrees to be reimbursed from subject to the predecessor Servicer (or the Trust if the predecessor Servicer is unable to fulfill its obligations hereunder) for all Servicing Transfer Coststerms of this Agreement.

Trustee to Act as Servicer. If In the event that the Servicer shall for any reason no longer be the Servicer servicer hereunder (including by reason of an Event of Default), the Trustee shall or its designee shall, within 90 a period of time not to exceed ninety (90) days from the date of such timenotice of termination or resignation, assume, if it so elects, or shall appoint a successor Servicer to assume, thereupon assume all of the rights and obligations of the Servicer hereunder arising thereafter (except that the Trustee shall not be (ai) liable for losses of the Servicer pursuant to Section 3.12 3.10 hereof or any acts or omissions of the such predecessor Servicer servicer hereunder, (bii) obligated to make Advances if it is prohibited from doing so by applicable law law, (iii) obligated to effectuate repurchases or substitutions of Mortgage Loans hereunder, including pursuant to Section 2.02 or 2.03 hereof, (iv) responsible for any expenses of the Servicer pursuant to Section 2.03 or (cv) deemed to have made any representations and warranties hereunder, including pursuant to Section 2.04 or the first paragraph of Section 6.02 hereof; provided, however that the Trustee or its designee, in its capacity as the successor servicer, shall immediately assume the Servicer's obligation to make Advances and Servicing Advances. No such termination or resignation shall affect any obligation of the Servicer to pay amounts owed under this Agreement and to perform its duties under this Agreement until its successor assumes all of its rights and obligations hereunder). Any such assumption shall be subject to Sections 7.02 and 8.05. If the Servicer shall for any reason no longer be the Servicer servicer (including by reason of any Event of Default), the Trustee (or the any other successor Servicer may elect to servicer) may, at its option, succeed to any rights and obligations of the Servicer under each Subservicing Agreement or may terminate each Subservicing Agreement. If it has elected to assume any subservicing agreement in accordance with the Subservicing Agreementterms thereof; provided, however, that the Trustee (or any other successor servicer) shall not incur any liability or have any obligations in its capacity as servicer under a subservicing agreement arising prior to the successor Servicer shall be deemed date of such succession unless it expressly elects to have assumed all succeed to the rights and obligations of the Servicer's interest therein Servicer thereunder; and to have replaced the Servicer as a party to any Subservicing Agreement entered into by the Servicer as contemplated by Section 3.02 to the same extent as if the Subservicing Agreement had been assigned to the assuming party except that the Servicer shall not thereby be relieved of any liability or obligations under the subservicing agreement arising prior to the date of such succession. To the extent any Servicing Transfer Costs or expenses are not paid by the Servicer pursuant to this Agreement, such amounts shall be payable out of the Certificate Account; provided that the terminated servicer shall reimburse the Trust Fund for any such Subservicing Agreementexpense incurred by the Trust Fund upon receipt of a reasonably detailed invoice evidencing such expenses. If the Trustee is unwilling or unable to act as servicer, or if the NIMs Insurer so directs the Trustee, the Trustee shall seek to appoint a successor servicer that is eligible in accordance with the criteria specified this Agreement and reasonably acceptable to the NIMs Insurer. The Servicer that is no longer the Servicer hereunder shall, upon request of the Trustee, but at the expense of such predecessor the Servicer, deliver to the assuming party all documents and records relating to each Subservicing Agreement or substitute servicing subservicing agreement and the Mortgage Loans then being serviced thereunder and an accounting of amounts collected or held by it and otherwise use its best efforts to effect the orderly and efficient transfer of such substitute Subservicing Agreement the subservicing agreement to the assuming party. The Trustee shall be entitled to be reimbursed from the predecessor Servicer (or the Trust if the predecessor Servicer is unable to fulfill its obligations hereunder) for all Servicing Transfer Costs.

Trustee to Act as Servicer. If In the event that the Servicer shall for any reason no longer be the Servicer hereunder (including by reason of an Event of Default), the Trustee shall or its designee shall, within 90 a period of time not to exceed ninety (90) days from the date of such timenotice of termination or resignation, assume, if it so elects, or shall appoint a successor Servicer to assume, thereupon assume all of the rights and obligations of the Servicer hereunder arising thereafter (except that the Trustee shall not be (ai) liable for losses of the Servicer pursuant to Section 3.12 3.10 hereof or any acts or omissions of the such predecessor Servicer hereunder, (bii) obligated to make Advances if it is prohibited from doing so by applicable law law, (iii) obligated to effectuate repurchases or substitutions of Mortgage Loans hereunder, including pursuant to Section 2.02 or 2.03 hereof, (iv) responsible for any expenses of the Servicer pursuant to Section 2.03 or (cv) deemed to have made any representations and warranties hereunder, including pursuant to Section 2.03 or the first paragraph of Section 6.02 hereof; provided, however that the Trustee or its designee, in its capacity as the successor servicer, shall immediately assume the terminated or resigning Servicer's obligation to make Advances and Servicing Advances. No such termination shall affect any obligation of the Servicer to pay amounts owed under this Agreement and to perform its duties under this Agreement until its successor assumes all of its rights and obligations hereunder). Any such assumption shall be subject to Sections 7.02 and 8.05. If the Servicer shall for any reason no longer be the Servicer (including by reason of any Event of Default), the Trustee (or the any other successor Servicer may elect to servicer) may, at its option, succeed to any rights and obligations of the Servicer under each Subservicing Agreement or may terminate each Subservicing Agreement. If it has elected to assume any subservicing agreement in accordance with the Subservicing Agreementterms thereof; provided, however, that the Trustee (or any other successor servicer) shall not incur any liability or have any obligations in its capacity as servicer under a subservicing agreement arising prior to the successor Servicer shall be deemed date of such succession unless it expressly elects to have assumed all succeed to the rights and obligations of the Servicer's interest therein Servicer thereunder; and to have replaced the Servicer as a party to any Subservicing Agreement entered into by the Servicer as contemplated by Section 3.02 to the same extent as if the Subservicing Agreement had been assigned to the assuming party except that the Servicer shall not thereby be relieved of any liability or obligations under the subservicing agreement arising prior to the date of such succession. To the extent any servicing costs or expenses are not paid by the Servicer pursuant to this Agreement, such amounts shall be payable out of the Certificate Account; provided that the terminated Servicer shall reimburse the Trust Fund for any such Subservicing Agreementexpense incurred by the Trust Fund upon receipt of a reasonably detailed invoice evidencing such expenses. If the Trustee is unwilling or unable to act as servicer, or if the NIMs Insurer so directs the Trustee, the Trustee shall seek to appoint a successor servicer that is eligible in accordance with the criteria specified this Agreement and reasonably acceptable to the NIMs Insurer. The Servicer that is no longer the Servicer hereunder shall, upon request of the Trustee, but at the expense of such predecessor the Servicer, deliver to the assuming party all documents and records relating to each Subservicing Agreement or substitute servicing subservicing agreement and the Mortgage Loans then being serviced thereunder and an accounting of amounts collected or held by it and otherwise use its best efforts to effect the orderly and efficient transfer of such substitute Subservicing Agreement the subservicing agreement to the assuming party. The Trustee shall be entitled to be reimbursed from the predecessor Servicer (or the Trust if the predecessor Servicer is unable to fulfill its obligations hereunder) for all Servicing Transfer Costs.

Trustee to Act as Servicer. If In the event that the Servicer shall for any reason no longer be the Servicer hereunder (including by reason of an Event of Default), the Trustee or its successor shall within 90 days of such time, assume, if it so elects, or shall appoint a successor Servicer to assume, thereupon assume all of the rights and obligations of the Servicer hereunder arising thereafter (except that the Trustee shall not be (ai) liable for losses of the Servicer pursuant to Section 3.12 3.10 or any acts or omissions of the predecessor Servicer hereunder, (bii) obligated to make Advances if it is prohibited from doing so by applicable law law, (iii) obligated to effectuate repurchases or substitutions of Mortgage Loans hereunder, including but not limited to repurchases or substitutions pursuant to Section 2.03, (iv) responsible for expenses of the Servicer pursuant to Section 2.03 or (cv) deemed to have made any representations and warranties of the Servicer hereunder). Any such assumption shall be subject to Sections 7.02 and 8.05Section 7.02. Every subservicing agreement entered into by the Servicer shall contain a provision giving the successor Servicer the option to terminate such agreement in the event a successor Servicer is appointed. If the Servicer shall for any reason no longer be the Servicer (including by reason of any Event of Default), the Trustee (or the any other successor Servicer may elect to Servicer) may, at its option, succeed to any rights and obligations of the Servicer under each Subservicing Agreement or may terminate each Subservicing Agreement. If it has elected to assume any subservicing agreement in accordance with the Subservicing Agreement, terms thereof; provided that the Trustee (or the any other successor Servicer) shall not incur any liability or have any obligations in its capacity as successor Servicer shall be deemed under a subservicing agreement arising prior to have assumed all the date of such succession unless it expressly elects to succeed to the rights and obligations of the Servicer's interest therein Servicer thereunder; and to have replaced the Servicer as a party to any Subservicing Agreement entered into by the Servicer as contemplated by Section 3.02 to the same extent as if the Subservicing Agreement had been assigned to the assuming party except that the Servicer shall not thereby be relieved of any liability or obligations under any the subservicing agreement arising prior to the date of such Subservicing Agreementsuccession. The Servicer that is no longer the Servicer hereunder shall, upon request of the Trustee, but at the expense of such predecessor the Servicer, deliver to the assuming party all documents and records relating to each Subservicing Agreement or substitute servicing subservicing agreement (if any) and the Mortgage Loans then being serviced thereunder and an accounting of amounts collected or held by it and otherwise use its best efforts to effect the orderly and efficient transfer of such substitute Subservicing Agreement the subservicing agreement to the assuming party. The Trustee shall be entitled to be reimbursed from the predecessor Servicer (or the Trust if the predecessor Servicer is unable to fulfill its obligations hereunder) for all Servicing Transfer Costs.

Trustee to Act as Servicer. If In the event that the Servicer shall for any reason no longer be the Servicer hereunder (including by reason of an Event of DefaultDefault or Servicer Evaluation Termination Event), the Trustee or its successor shall within 90 days of such time, assume, if it so elects, or shall appoint a successor Servicer to assume, thereupon assume all of the rights and obligations of the Servicer hereunder arising thereafter (except that the Trustee shall not be (ai) liable for losses of the Servicer pursuant to Section 3.12 3.10 or any acts or omissions of the predecessor Servicer hereunder), (bii) obligated to make Advances if it is prohibited from doing so by applicable law law, (iii) obligated to effectuate repurchases of Mortgage Loans hereunder, including but not limited to repurchases pursuant to Section 2.03, (iv) responsible for expenses of the Servicer pursuant to Section 2.03 or (cv) deemed to have made any representations and warranties of the Servicer hereunder). Any such assumption shall be subject to Sections 7.02 and 8.05Section 7.02. Every subservicing agreement entered into by the Servicer shall contain a provision giving the successor Servicer the option to terminate such agreement in the event a successor Servicer is appointed. If the Servicer shall for any reason no longer be the Servicer (including by reason of any Event of DefaultDefault or Servicer Evaluation Termination Event), the Trustee (or the any other successor Servicer may elect to Servicer) may, at its option, succeed to any rights and obligations of the Servicer under each Subservicing Agreement or may terminate each Subservicing Agreement. If it has elected to assume any subservicing agreement in accordance with the Subservicing Agreement, terms thereof; provided that the Trustee (or the any other successor Servicer) shall not incur any liability or have any obligations in its capacity as successor Servicer shall be deemed under a subservicing agreement arising prior to have assumed all the date of such succession unless it expressly elects to succeed to the rights and obligations of the Servicer's interest therein Servicer thereunder; and to have replaced the Servicer as a party to any Subservicing Agreement entered into by the Servicer as contemplated by Section 3.02 to the same extent as if the Subservicing Agreement had been assigned to the assuming party except that the Servicer shall not thereby be relieved of any liability or obligations under any the subservicing agreement arising prior to the date of such Subservicing Agreementsuccession. The Servicer that is no longer the Servicer hereunder shall, upon request of the Trustee, but at the expense of such predecessor the Servicer, deliver to the assuming party all documents and records relating to each Subservicing Agreement or substitute servicing subservicing agreement (if any) and the Mortgage Loans then being serviced thereunder and an accounting of amounts collected or held by it and otherwise use its best efforts to effect the orderly and efficient transfer of such substitute Subservicing Agreement the subservicing agreement to the assuming party. The Trustee shall be entitled to be reimbursed from the predecessor Servicer (or the Trust if the predecessor Servicer is unable to fulfill its obligations hereunder) for all Servicing Transfer Costs.

Trustee to Act as Servicer. If In the event that the Servicer shall for any reason no longer be the Servicer hereunder (including by reason of an Event of Default), except as provided under Section 7.02, the Trustee or its successor shall within 90 days of such time, assume, if it so elects, or shall appoint a successor Servicer to assume, thereupon assume all of the rights and obligations of the Servicer hereunder arising thereafter (except that the Trustee shall not be (ai) liable for losses of the Servicer pursuant to Section 3.12 3.10 or any acts or omissions of the predecessor Servicer hereunder, (bii) obligated to make Advances if it is prohibited from doing so by applicable law law, (iii) obligated to effectuate repurchases or substitutions of Mortgage Loans hereunder, including, but not limited to, repurchases or substitutions pursuant to Section 2.03, (iv) responsible for expenses of the Servicer pursuant to Section 2.03 or (cv) deemed to have made any representations and warranties of the Servicer hereunder). Any such assumption shall be subject to Sections 7.02 and 8.05Section 7.02. Every subservicing agreement entered into by the Servicer shall contain a provision giving the successor Servicer the option to terminate such agreement in the event a successor Servicer is appointed. If the Servicer shall for any reason no longer be the Servicer (including by reason of any Event of Default), the Trustee (or the any other successor Servicer may elect to Servicer) may, at its option, succeed to any rights and obligations of the Servicer under each Subservicing Agreement or may terminate each Subservicing Agreement. If it has elected to assume any subservicing agreement in accordance with the Subservicing Agreement, terms thereof; provided that the Trustee (or the any other successor Servicer) shall not incur any liability or have any obligations in its capacity as successor Servicer shall be deemed under a subservicing agreement arising prior to have assumed all the date of such succession unless it expressly elects to succeed to the rights and obligations of the Servicer's interest therein Servicer thereunder; and to have replaced the Servicer as a party to any Subservicing Agreement entered into by the Servicer as contemplated by Section 3.02 to the same extent as if the Subservicing Agreement had been assigned to the assuming party except that the Servicer shall not thereby be relieved of any liability or obligations under any the subservicing agreement arising prior to the date of such Subservicing Agreementsuccession. The Servicer that is no longer the Servicer hereunder shall, upon request of the Trustee, but at the expense of such predecessor the Servicer, deliver to the assuming party all documents and records relating to each Subservicing Agreement or substitute servicing subservicing agreement (if any) and the Mortgage Loans then being serviced thereunder and an accounting of amounts collected or held by it and otherwise use its best efforts to effect the orderly and efficient transfer of such substitute Subservicing Agreement the subservicing agreement to the assuming party. The Trustee shall be entitled to be reimbursed from the predecessor Servicer (or the Trust if the predecessor Servicer is unable to fulfill its obligations hereunder) for all Servicing Transfer Costs.

Trustee to Act as Servicer. If In the event that the Servicer shall for any reason no longer be the Servicer servicer hereunder (including by reason of an Event of Default), the Trustee shall or its designee shall, within 90 a period of time not to exceed ninety (90) days from the date of such timenotice of termination or resignation, assume, if it so elects, or shall appoint a successor Servicer to assume, thereupon assume all of the rights and obligations of the Servicer hereunder arising thereafter (except that the Trustee shall not be (ai) liable for losses of the Servicer pursuant to Section 3.12 3.10 hereof or for any acts or omissions of the such predecessor Servicer servicer hereunder, (bii) obligated to make Advances if it is prohibited from doing so by applicable law law, (iii) obligated to effectuate repurchases or substitutions of Mortgage Loans hereunder, including pursuant to Section 2.02 or 2.03 hereof, (iv) responsible for any expenses of the Servicer pursuant to Section 2.03 or (cv) deemed to have made any representations and warranties hereunder, including pursuant to Section 2.04 or the first paragraph of Section 6.02 hereof; provided, however that the Trustee or its designee, in its capacity as the successor servicer, shall immediately assume the Servicer's obligation to make Advances and Servicing Advances. No such termination or resignation shall affect any obligation of the Servicer to pay amounts owed under this Agreement and to perform its duties under this Agreement until its successor assumes all of its rights and obligations hereunder). Any such assumption shall be subject to Sections 7.02 and 8.05. If the Servicer shall for any reason no longer be the Servicer servicer (including by reason of any Event of Default), the Trustee (or the any other successor Servicer may elect to servicer) may, at its option, succeed to any rights and obligations of the Servicer under each Subservicing Agreement or may terminate each Subservicing Agreement. If it has elected to assume any subservicing agreement in accordance with the Subservicing Agreementterms thereof; provided, however, that the Trustee (or any other successor servicer) shall not incur any liability or have any obligations in its capacity as servicer under a subservicing agreement arising prior to the successor Servicer shall be deemed date of such succession unless it expressly elects to have assumed all succeed to the rights and obligations of the Servicer's interest therein Servicer thereunder; and to have replaced the Servicer as a party to any Subservicing Agreement entered into by the Servicer as contemplated by Section 3.02 to the same extent as if the Subservicing Agreement had been assigned to the assuming party except that the Servicer shall not thereby be relieved of any liability or obligations under the subservicing agreement arising prior to the date of such succession. To the extent any Servicing Transfer Costs or expenses are not paid by the Servicer pursuant to this Agreement, such amounts shall be payable out of the Certificate Account; provided that the terminated servicer shall reimburse the Trust Fund for any such Subservicing Agreementexpense incurred by the Trust Fund upon receipt of a reasonably detailed invoice evidencing such expenses. If the Trustee is unwilling or unable to act as servicer, or if the NIMs Insurer so directs the Trustee, the Trustee shall seek to appoint a successor servicer that is eligible in accordance with the criteria specified this Agreement and reasonably acceptable to the NIMs Insurer. The Servicer that is no longer the Servicer hereunder shall, upon request of the Trustee, but at the expense of such predecessor the Servicer, deliver to the assuming party all documents and records relating to each Subservicing Agreement or substitute servicing subservicing agreement and the Mortgage Loans then being serviced thereunder and an accounting of amounts collected or held by it and otherwise use its best efforts to effect the orderly and efficient transfer of such substitute Subservicing Agreement the subservicing agreement to the assuming party. The Trustee shall be entitled to be reimbursed from the predecessor Servicer (or the Trust if the predecessor Servicer is unable to fulfill its obligations hereunder) for all Servicing Transfer Costs.

Trustee to Act as Servicer. If In the event that the Servicer shall for any reason no longer be the a Servicer hereunder (including by reason of an Event of Default), then the Trustee or its successor shall within 90 days of such time, assume, if it so elects, or shall appoint a successor Servicer to assume, thereupon assume all of the rights and obligations of the Servicer hereunder arising thereafter (except that the Trustee shall not be (ai) liable for losses of the Servicer pursuant to Section 3.12 3.09 hereof or any acts or omissions of the related predecessor of the Servicer hereunder, (bii) obligated to make Advances if it is prohibited from doing so by applicable law law, (iii) obligated to effectuate repurchases or substitutions of Mortgage Loans hereunder including, but not limited to, repurchases or substitutions of Mortgage Loans pursuant to Section 2.02, 2.03 or 3.17 hereof or (civ) deemed to have made any representations and warranties of the Servicer hereunder); (v) be obligated to perform any obligation of the Servicer under Article XIII with respect to any period of time during which the Trustee was not acting as Servicer). Any such assumption shall be subject to Sections 7.02 and 8.05Section 8.02 hereof. If Notwithstanding the foregoing, if the Trustee has become the successor to the Servicer shall for any reason no longer be the Servicer (including by reason of any Event of Default)hereunder, the Trustee may, if it shall be unwilling to so act, or shall, if it is 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, as the successor to the Servicer may elect to succeed to hereunder in the assumption of all or any rights and obligations part of the Servicer under each Subservicing Agreement responsibilities, duties or may terminate each Subservicing Agreement. If it has elected liabilities of the Servicer, as applicable, provided that such successor to assume the Subservicing AgreementServicer, the Trustee or the successor Servicer as applicable, shall not be deemed to have assumed all of made any representation or warranty as to any Mortgage Loan made by the Servicer's interest therein and to have replaced the Servicer as a party to any Subservicing Agreement entered into by the Servicer as contemplated by Section 3.02 to the same extent as if the Subservicing Agreement had been assigned to the assuming party except that the Servicer shall not be relieved of any liability or obligations under any such Subservicing Agreement. The Servicer that is no longer the Servicer hereunder shall, upon request of the Trustee, but at the expense of such predecessor the Servicer, deliver to the assuming party all documents and records relating to each Subservicing Agreement or substitute servicing agreement Subservicing Agreement and the Mortgage Loans then being serviced thereunder and hereunder by the Servicer and an accounting of amounts collected or held by it and otherwise use its best efforts to effect the orderly and efficient transfer of such the Subservicing Agreement or substitute Subservicing Agreement to the assuming party. The Trustee shall be entitled to be reimbursed from the predecessor Servicer (or the Trust if the predecessor Servicer is unable to fulfill its obligations hereunder) for all Servicing Transfer Costs.

Trustee to Act as Servicer. If In the event that the Servicer shall for any reason no longer be the Servicer hereunder (including by reason of an Event of Default), the Trustee or its successor shall within 90 days of such time, assume, if it so elects, or shall appoint a successor Servicer to assume, thereupon assume all of the rights and obligations of the Servicer hereunder arising thereafter (except that the Trustee shall not be (ai) liable for losses of the Servicer pursuant to Section 3.12 3.10 or any acts or omissions of the predecessor Servicer hereunder), (bii) obligated to make Advances if it is prohibited from doing so by applicable law law, (iii) obligated to effectuate repurchases of Mortgage Loans hereunder, including but not limited to repurchases pursuant to Section 2.03, (iv) responsible for expenses of the Servicer pursuant to Section 2.03 or (cv) deemed to have made any representations and warranties of the Servicer hereunder). Any such assumption shall be subject to Sections 7.02 and 8.05Section 7.02. Every subservicing agreement entered into by the Servicer shall contain a provision giving the successor Servicer the option to terminate such agreement in the event a successor Servicer is appointed. If the Servicer shall for any reason no longer be the Servicer (including by reason of any Event of Default), the Trustee (or the any other successor Servicer may elect to Servicer) may, at its option, succeed to any rights and obligations of the Servicer under each Subservicing Agreement or may terminate each Subservicing Agreement. If it has elected to assume any subservicing agreement in accordance with the Subservicing Agreement, terms thereof; provided that the Trustee (or the any other successor Servicer) shall not incur any liability or have any obligations in its capacity as successor Servicer shall be deemed under a subservicing agreement arising prior to have assumed all the date of such succession unless it expressly elects to succeed to the rights and obligations of the Servicer's interest therein Servicer thereunder; and to have replaced the Servicer as a party to any Subservicing Agreement entered into by the Servicer as contemplated by Section 3.02 to the same extent as if the Subservicing Agreement had been assigned to the assuming party except that the Servicer shall not thereby be relieved of any liability or obligations under any the subservicing agreement arising prior to the date of such Subservicing Agreementsuccession. The Servicer that is no longer the Servicer hereunder shall, upon request of the Trustee, but at the expense of such predecessor the Servicer, deliver to the assuming party all documents and records relating to each Subservicing Agreement or substitute servicing subservicing agreement (if any) and the Mortgage Loans then being serviced thereunder and an accounting of amounts collected or held by it and otherwise use its best efforts to effect the orderly and efficient transfer of such substitute Subservicing Agreement the subservicing agreement to the assuming party. The Trustee shall be entitled to be reimbursed from the predecessor Servicer (or the Trust if the predecessor Servicer is unable to fulfill its obligations hereunder) for all Servicing Transfer Costs.

Trustee to Act as Servicer. If In the event that the Servicer shall for any reason no longer be the Servicer hereunder (including by reason of an Event of Default), the Trustee or its successor shall within 90 days of such time, assume, if it so elects, or shall appoint a successor Servicer to assume, thereupon assume all of the rights and obligations of the Servicer hereunder arising thereafter (except that the Trustee shall not be (ai) liable for losses of the Servicer pursuant to Section 3.12 3.10 or any acts or omissions of the predecessor Servicer hereunder, (bii) obligated to make Advances if it is prohibited from doing so by applicable law law, (iii) obligated to effectuate repurchases or substitutions of Mortgage Loans hereunder, including but not limited to repurchases or substitutions pursuant to Section 2.03, (iv) responsible for expenses of the Servicer pursuant to Section 2.03 or (cv) deemed to have made any representations and warranties of the Servicer hereunder). Any such assumption shall be subject to Sections 7.02 and 8.05Section 7.02. Every subservicing agreement entered into by the Servicer shall contain a provision giving the successor Servicer the option to terminate such agreement in the event a successor Servicer is appointed. If the Servicer shall for any reason no longer be the Servicer (including by reason of any Event of Default), the Trustee (or the any other successor Servicer may elect to Servicer) may, at its option, succeed to any rights and obligations of the Servicer under each Subservicing Agreement or may terminate each Subservicing Agreement. If it has elected to assume any subservicing agreement in accordance with the Subservicing Agreement, terms thereof; PROVIDED that the Trustee (or the any other successor Servicer) shall not incur any liability or have any obligations in its capacity as successor Servicer shall be deemed under a subservicing agreement arising prior to have assumed all the date of such succession unless it expressly elects to succeed to the rights and obligations of the Servicer's interest therein Servicer thereunder; and to have replaced the Servicer as a party to any Subservicing Agreement entered into by the Servicer as contemplated by Section 3.02 to the same extent as if the Subservicing Agreement had been assigned to the assuming party except that the Servicer shall not thereby be relieved of any liability or obligations under any the subservicing agreement arising prior to the date of such Subservicing Agreementsuccession. The Servicer that is no longer the Servicer hereunder shall, upon request of the Trustee, but at the expense of such predecessor the Servicer, deliver to the assuming party all documents and records relating to each Subservicing Agreement or substitute servicing subservicing agreement (if any) and the Mortgage Loans then being serviced thereunder and an accounting of amounts collected or held by it and otherwise use its best efforts to effect the orderly and efficient transfer of such substitute Subservicing Agreement the subservicing agreement to the assuming party. The Trustee shall be entitled to be reimbursed from the predecessor Servicer (or the Trust if the predecessor Servicer is unable to fulfill its obligations hereunder) for all Servicing Transfer Costs.

Trustee to Act as Servicer. If the Servicer shall for any reason no longer be the Servicer hereunder (including by reason of an Event of Default), the Trustee shall within 90 days of such time, assume, if it so elects, or shall appoint a successor Servicer to assume, all of the rights and obligations of the Servicer hereunder arising thereafter (except that the Trustee shall not be (a) liable for losses of the Servicer pursuant to Section 3.12 or any acts or omissions of the predecessor Servicer hereunder, (b) obligated to make Advances if it is prohibited from doing so by applicable law or (c) deemed to have made any representations and warranties of the Servicer hereunder). Any such assumption shall be subject to Sections 7.02 and 8.05. If the Servicer shall for any reason no longer be the Servicer (including by reason of any Event of Default), the Trustee or the successor Servicer may elect to succeed to any rights and obligations of the Servicer under each Subservicing Agreement or may terminate each Subservicing Agreement. If it has elected to assume the Subservicing Agreement, the Trustee or the successor Servicer shall be deemed to have assumed all of the Servicer's interest therein and to have replaced the Servicer as a party to any Subservicing Agreement entered into by the Servicer as contemplated by Section 3.02 to the same extent as if the Subservicing Agreement had been assigned to the assuming party except that the Servicer shall not be relieved of any liability or obligations under any such Subservicing Agreement. The Servicer that is no longer the Servicer hereunder shall, upon request of the Trustee, but at the expense of such predecessor ServicerServicer (unless such predecessor Servicer is the Trustee), deliver to the assuming party all documents and records relating to each Subservicing Agreement or substitute servicing agreement and the Mortgage Loans then being serviced thereunder and an accounting of amounts collected or held by it and otherwise use its best efforts to effect the orderly and efficient transfer of such substitute Subservicing Agreement to the assuming party. The Trustee shall be entitled to be reimbursed from the predecessor Servicer (or the Trust if the predecessor Servicer is unable to fulfill its obligations hereunder) for all Servicing Transfer Costs.

Trustee to Act as Servicer. If Subject to Sections 6.04 and 7.02, in the event that the Servicer shall for any reason no longer be the Servicer servicer hereunder (including by reason of an Event of Default), the Trustee shall or its designee shall, within 90 a period of time not to exceed ninety (90) days from the date of such timenotice of termination or resignation, assume, if it so elects, or shall appoint a successor Servicer to assume, thereupon assume all of the rights and obligations of the Servicer hereunder arising thereafter (except that the Trustee shall not be (ai) liable for losses arising out of the Servicer pursuant to Section 3.12 or any acts or omissions of the predecessor Servicer servicer hereunder, (bii) obligated to make Advances or Servicing Advances if it is prohibited from doing so by applicable law law, (iii) obligated to effectuate repurchases or substitutions of Mortgage Loans hereunder, including pursuant to Section 2.02, 2.03 or 2.05 hereof, (iv) responsible for any expenses of the Servicer pursuant to Section 2.03 or (cv) deemed to have made any representations and warranties hereunder, including pursuant to Section 2.04 or the first paragraph of Section 6.02 hereof; provided, however that the Trustee (subject to clause (ii) above) or its designee, in its capacity as the successor servicer, shall immediately assume the terminated or resigning Servicer's obligation to make Advances and Servicing Advances). No such termination or resignation shall affect any obligation of the Servicer to pay amounts owed under this Agreement and to perform its duties under this Agreement until its successor assumes all of its rights and obligations hereunder). Any such assumption shall be subject to Sections 7.02 and 8.05. If the Servicer shall for any reason no longer be the Servicer a servicer (including by reason of any Event of Default), the Trustee (or the any other successor Servicer may elect to servicer) may, at its option, succeed to any rights and obligations of the Servicer under each Subservicing Agreement or may terminate each Subservicing Agreement. If it has elected to assume any subservicing agreement in accordance with the Subservicing Agreementterms thereof; provided, however, that the Trustee (or any other successor servicer) shall not incur any liability or have any obligations in its capacity as servicer under a subservicing agreement arising prior to the successor Servicer shall be deemed date of such succession unless it expressly elects to have assumed all succeed to the rights and obligations of the Servicer's interest therein Servicer thereunder; and to have replaced the Servicer as a party to any Subservicing Agreement entered into by the Servicer as contemplated by Section 3.02 to the same extent as if the Subservicing Agreement had been assigned to the assuming party except that the Servicer shall not thereby be relieved of any liability or obligations under the subservicing agreement arising prior to the date of such succession. To the extent any costs or expenses, including without limitation, Servicing Transfer Costs incurred by the Trustee in connection with this Section 3.04 or Section 7.02, are not paid by the Servicer pursuant to this Agreement within thirty (30) days of the date of the Trustee's invoice thereof, such amounts shall be payable out of the Certificate Account; provided that if the Servicer has been terminated by reason of an Event of Default, the terminated servicer shall reimburse the Issuing Entity for any such Subservicing Agreementexpense incurred by the Issuing Entity upon receipt of a reasonably detailed invoice evidencing such expenses. If the Trustee is unwilling or unable to act as servicer, the Trustee shall seek to appoint a successor servicer that is eligible in accordance with the criteria specified in this Agreement and reasonably acceptable to the NIMs Insurer. The Servicer that is no longer the Servicer hereunder shall, upon request of the Trustee, but at the expense of such predecessor Servicerthe Servicer if the Servicer has been terminated by reason of an Event of Default, deliver to the assuming party all documents and records relating to each Subservicing Agreement or substitute servicing subservicing agreement and the Mortgage Loans then being serviced thereunder and an accounting of amounts collected or held by it and otherwise use its best efforts to effect the orderly and efficient transfer of such substitute Subservicing Agreement the subservicing agreement to the assuming party. The Trustee shall be entitled to be reimbursed from the predecessor Servicer (or the Trust if the predecessor Servicer is unable to fulfill its obligations hereunder) for all Servicing Transfer Costs.

Trustee to Act as Servicer. If In the event that the Servicer shall for any reason no longer be the Servicer hereunder (including by reason of an Event of Default), the Trustee shall or its designee shall, within 90 a period of time not to exceed ninety (90) days from the date of such timenotice of termination or resignation, assume, if it so elects, or shall appoint a successor Servicer to assume, thereupon assume all of the rights and obligations of the Servicer hereunder arising thereafter (except that the Trustee shall not be (ai) liable for losses of the Servicer pursuant to Section 3.12 3.10 hereof or any acts or omissions of the such predecessor Servicer hereunder, (bii) obligated to make Advances or Servicing Advances if it is prohibited from doing so by applicable law law, (iii) obligated to effectuate repurchases or substitutions of Mortgage Loans hereunder, including pursuant to Section 2.02, 2.03 or 2.05 hereof, (iv) responsible for any expenses of the Servicer pursuant to Section 2.03 or (cv) deemed to have made any representations and warranties hereunder, including pursuant to Section 2.04 or the first paragraph of Section 6.02 hereof; provided, however that the Trustee (subject to clause (ii) above) or its designee, in its capacity as the successor servicer, shall immediately assume the terminated or resigning Servicer's obligation to make Advances and Servicing Advances. No such termination shall affect any obligation of the Servicer to pay amounts owed under this Agreement and to perform its duties under this Agreement until its successor assumes all of its rights and obligations hereunder). Any such assumption shall be subject to Sections 7.02 and 8.05. If the Servicer shall for any reason no longer be the Servicer (including by reason of any Event of Default), the Trustee (or the any other successor Servicer may elect to servicer) may, at its option, succeed to any rights and obligations of the Servicer under each Subservicing Agreement any subservicing agreement in accordance with the terms thereof; provided, however, that the Trustee (or may terminate each Subservicing Agreement. If any other successor servicer) shall not incur any liability or have any obligations in its capacity as servicer under a subservicing agreement arising prior to the date of such succession unless it has elected expressly elects to assume the Subservicing Agreement, the Trustee or the successor Servicer shall be deemed to have assumed all such obligations of the Servicer's interest therein Servicer thereunder; and to have replaced the Servicer as a party to any Subservicing Agreement entered into by the Servicer as contemplated by Section 3.02 to the same extent as if the Subservicing Agreement had been assigned to the assuming party except that the Servicer shall not thereby be relieved of any liability or obligations under the subservicing agreement arising prior to the date of such succession. To the extent any such Subservicing Agreement. The Servicer that is no longer costs or expenses, including without limitation Servicing Transfer Costs incurred by the Trustee in connection with this Section 3.04 are not paid by the Servicer hereunder shall, upon request pursuant to this Agreement within thirty (30) days of the date of the Trustee's invoice therefor, but at such amounts shall be payable out of the Certificate Account; provided that the terminated Servicer shall reimburse the Issuing Entity for any such expense incurred by the Issuing Entity upon receipt of a reasonably detailed invoice evidencing such predecessor Servicerexpenses. If the Trustee is unwilling or unable to act as servicer, deliver to the assuming party all documents and records relating to each Subservicing Agreement or substitute servicing agreement and the Mortgage Loans then being serviced thereunder and an accounting of amounts collected or held by it and otherwise use its best efforts to effect the orderly and efficient transfer of such substitute Subservicing Agreement to the assuming party. The Trustee shall be entitled seek to be reimbursed from appoint a successor servicer that is eligible in accordance with the predecessor Servicer (or the Trust if the predecessor Servicer is unable to fulfill its obligations hereunder) for all Servicing Transfer Costs.criteria specified in Section 7.03

Trustee to Act as Servicer. If Subject to Sections 6.04 and 7.02, in the event that the Servicer shall for any reason no longer be the Servicer servicer hereunder (including by reason of an Event of Default), the Trustee shall or its designee shall, within 90 a period of time not to exceed ninety (90) days from the date of such timenotice of termination or resignation, assume, if it so elects, or shall appoint a successor Servicer to assume, thereupon assume all of the rights and obligations of the Servicer hereunder arising thereafter (except that the Trustee shall not be (ai) liable for losses of the Servicer pursuant to Section 3.12 3.10 hereof or any acts or omissions of the such predecessor Servicer servicer hereunder, (bii) obligated to make Advances or Servicing Advance if it is prohibited from doing so by applicable law law, (iii) obligated to effectuate repurchases or substitutions of Mortgage Loans hereunder, including pursuant to Section 2.02 or 2.03 hereof, (iv) responsible for any expenses of the Servicer pursuant to Section 2.03 or (cv) deemed to have made any representations and warranties hereunder, including pursuant to Section 2.04 or the first paragraph of Section 6.02 hereof; provided, however that the Trustee (subject to clause (ii) above) or its designee, in its capacity as the successor servicer, shall immediately assume the terminated or resigning Servicer's obligation to make Advances and Servicing Advances). No such termination or resignation shall affect any obligation of the Servicer to pay amounts owed under this Agreement and to perform its duties under this Agreement until its successor assumes all of its rights and obligations hereunder). Any such assumption shall be subject to Sections 7.02 and 8.05. If the Servicer shall for any reason no longer be the Servicer servicer (including by reason of any Event of Default), the Trustee (or the any other successor Servicer may elect to servicer) may, at its option, succeed to any rights and obligations of the Servicer under each Subservicing Agreement or may terminate each Subservicing Agreement. If it has elected to assume any subservicing agreement in accordance with the Subservicing Agreementterms thereof; provided, however, that the Trustee (or any other successor servicer) shall not incur any liability or have any obligations in its capacity as servicer under a subservicing agreement arising prior to the successor Servicer shall be deemed date of such succession unless it expressly elects to have assumed all succeed to the rights and obligations of the Servicer's interest therein Servicer thereunder; and to have replaced the Servicer as a party to any Subservicing Agreement entered into by the Servicer as contemplated by Section 3.02 to the same extent as if the Subservicing Agreement had been assigned to the assuming party except that the Servicer shall not thereby be relieved of any liability or obligations under the subservicing agreement arising prior to the date of such succession. To the extent any costs or expenses, including without limitation, Servicing Transfer Costs incurred by the Trustee in connection with this Section 3.04, are not paid by the Servicer pursuant to this Agreement within 30 days of the date of the Trustee's invoice thereof, such amounts shall be payable out of the Certificate Account; provided that if the Servicer has been terminated by reason of an Event of Default, the terminated servicer shall reimburse the Trust Fund for any such Subservicing expense incurred by the Trust Fund upon receipt of a reasonably detailed invoice evidencing such expenses. If the Trustee is unwilling or unable to act as servicer, the Trustee shall seek to appoint a successor servicer that is eligible in accordance with the criteria specified this Agreement. The Servicer that is no longer the Servicer hereunder shall, upon request of the Trustee, but at the expense of such predecessor Servicerthe Servicer if the Servicer has been terminated by reason of an Event of Default, deliver to the assuming party all documents and records relating to each Subservicing Agreement or substitute servicing subservicing agreement and the Mortgage Loans then being serviced thereunder and an accounting of amounts collected or held by it and otherwise use its best efforts to effect the orderly and efficient transfer of such substitute Subservicing Agreement the subservicing agreement to the assuming party. The Trustee shall be entitled to be reimbursed from the predecessor Servicer (or the Trust if the predecessor Servicer is unable to fulfill its obligations hereunder) for all Servicing Transfer Costs.

Trustee to Act as Servicer. If In the event that the Servicer shall for any reason no longer be the Servicer hereunder (including by reason of an Event of Default), the Trustee shall within 90 days of such time, assume, if it so elects, or shall appoint a successor Servicer to assume, thereupon assume all of the rights and obligations of the Servicer hereunder arising thereafter (except that the Trustee shall not be (a) liable for losses of in connection with Eligible Investments required to be paid by the Servicer pursuant to Section 3.12 3.07 or any acts or omissions of the predecessor Servicer hereunder4.01 hereof, (b) obligated to make Monthly Advances if it is prohibited from doing so by applicable law law, nor to effectuate repurchases or (c) deemed substitutions of Mortgage Loans hereunder as substitute Servicer, including pursuant to have made any Section 2.04 hereof and except that the Trustee makes no representations and warranties of the Servicer hereunder, including pursuant to Section 2.04 hereof). Any such assumption shall be subject to Sections 7.02 and 8.05. If the Servicer shall for any reason no longer be the Servicer (including by reason of any Event of Default), the Trustee (or the any other successor Servicer may elect to servicer) shall succeed to any rights and obligations of the Servicer under each Subservicing any Sub-Servicing Agreement or may terminate each Subservicing Agreement. If it has elected to assume the Subservicing Agreement, the Trustee or the successor Servicer and shall be deemed to have assumed all of the Servicer's interest therein and to have replaced the Servicer as a party to any Subservicing Agreement entered into by the Servicer as contemplated by Section 3.02 to the same extent as if the Subservicing Agreement had been assigned to the assuming party except therein; PROVIDED, HOWEVER, that the Servicer shall not thereby be relieved of any liability or obligations under this Agreement, any Sub-Servicing or substitute servicing agreement arising prior to the date of such Subservicing Agreementsuccession. The Servicer that is no longer the Servicer hereunder shall, upon request of the Trustee, but at the expense of such predecessor the Servicer, deliver to the assuming party all documents and records relating to each Subservicing Agreement or substitute servicing agreement and the Mortgage Loans then being serviced thereunder and an accounting of amounts collected or and held by it and otherwise use its best efforts to effect the orderly and efficient transfer of such substitute Subservicing Agreement servicing to the assuming party. The Trustee shall be entitled to be reimbursed from the predecessor Servicer (or the Trust if the predecessor Servicer is unable to fulfill its obligations hereunder) for all Servicing Transfer Costs.

Trustee to Act as Servicer. If In the event that the Servicer shall for any reason no longer be the Servicer servicer hereunder (including by reason of an Event of Default), the Trustee shall or its designee shall, within 90 a period of time not to exceed ninety (90) days from the date of such timenotice of termination or resignation, assume, if it so elects, or shall appoint a successor Servicer to assume, thereupon assume all of the rights and obligations of the Servicer hereunder arising thereafter (except that the Trustee shall not be (ai) liable for losses of the Servicer pursuant to Section 3.12 3.10 hereof or for any acts or omissions of the such predecessor Servicer servicer hereunder, (bii) obligated to make Advances if it is prohibited from doing so by applicable law law, (iii) obligated to effectuate repurchases or substitutions of Mortgage Loans hereunder, including pursuant to Section 2.02 or 2.03 hereof, (iv) responsible for any expenses of the Servicer pursuant to Section 2.03 -62- or (cv) deemed to have made any representations and warranties hereunder, including pursuant to Section 2.04 or the first paragraph of Section 6.02 hereof; provided, however that the Trustee or its designee, in its capacity as the successor servicer, shall immediately assume the Servicer's obligation to make Advances and Servicing Advances. No such termination or resignation shall affect any obligation of the Servicer to pay amounts owed under this Agreement and to perform its duties under this Agreement until its successor assumes all of its rights and obligations hereunder). Any such assumption shall be subject to Sections 7.02 and 8.05. If the Servicer shall for any reason no longer be the Servicer servicer (including by reason of any Event of Default), the Trustee (or the any other successor Servicer may elect to servicer) may, at its option, succeed to any rights and obligations of the Servicer under each Subservicing Agreement or may terminate each Subservicing Agreement. If it has elected to assume any subservicing agreement in accordance with the Subservicing Agreementterms thereof; provided, however, that the Trustee (or any other successor servicer) shall not incur any liability or have any obligations in its capacity as servicer under a subservicing agreement arising prior to the successor Servicer shall be deemed date of such succession unless it expressly elects to have assumed all succeed to the rights and obligations of the Servicer's interest therein Servicer thereunder; and to have replaced the Servicer as a party to any Subservicing Agreement entered into by the Servicer as contemplated by Section 3.02 to the same extent as if the Subservicing Agreement had been assigned to the assuming party except that the Servicer shall not thereby be relieved of any liability or obligations under the subservicing agreement arising prior to the date of such succession. To the extent any Servicing Transfer Costs or expenses are not paid by the Servicer pursuant to this Agreement, such amounts shall be payable out of the Certificate Account; provided that the terminated servicer shall reimburse the Trust Fund for any such Subservicing Agreementexpense incurred by the Trust Fund upon receipt of a reasonably detailed invoice evidencing such expenses. If the Trustee is unwilling or unable to act as servicer, or if the NIMs Insurer so directs the Trustee, the Trustee shall seek to appoint a successor servicer that is eligible in accordance with the criteria specified this Agreement and reasonably acceptable to the NIMs Insurer. The Servicer that is no longer the Servicer hereunder shall, upon request of the Trustee, but at the expense of such predecessor the Servicer, deliver to the assuming party all documents and records relating to each Subservicing Agreement or substitute servicing subservicing agreement and the Mortgage Loans then being serviced thereunder and an accounting of amounts collected or held by it and otherwise use its best efforts to effect the orderly and efficient transfer of such substitute Subservicing Agreement the subservicing agreement to the assuming party. The Trustee shall be entitled to be reimbursed from the predecessor Servicer (or the Trust if the predecessor Servicer is unable to fulfill its obligations hereunder) for all Servicing Transfer Costs.

Trustee to Act as Servicer. If In the event that the Servicer shall for any reason no longer be the Servicer servicer hereunder (including by reason of an Event of Default), the Trustee shall or its designee shall, within 90 a period of time not to exceed ninety (90) days from the date of such timenotice of termination or resignation, assume, if it so elects, or shall appoint a successor Servicer to assume, thereupon assume all of the rights and obligations of the Servicer hereunder arising thereafter (except that the Trustee shall not be (ai) liable for losses of the Servicer pursuant to Section 3.12 3.10 hereof or for any acts or omissions of the such predecessor Servicer servicer hereunder, (bii) obligated to make Advances if it is prohibited from doing so by applicable law law, (iii) obligated to effectuate repurchases or substitutions of Mortgage Loans hereunder, including pursuant to Section 2.02 or 2.03 hereof, (iv) responsible for any expenses of the Servicer pursuant to Section 2.03 or (cv) deemed to have made any representations and warranties hereunder, including pursuant to Section 2.04 or the first paragraph of Section 6.02 hereof; provided, however, that the Servicer hereunder)Trustee or its designee, in its capacity as the successor servicer, shall immediately assume the Servicer's obligation to make Advances and Servicing Advances. Any such assumption shall be subject to Sections 7.02 Section 7.02. No such termination or resignation shall affect any obligation of the Servicer to pay amounts owed under this Agreement and 8.05to perform its duties under this Agreement until its successor assumes all of its rights and obligations hereunder. If the Servicer shall for any reason no longer be the Servicer servicer (including by reason of any Event of Default), the Trustee (or the any other successor Servicer may elect to servicer) may, at its option, succeed to any rights and obligations of the Servicer under each Subservicing Agreement or may terminate each Subservicing Agreement. If it has elected to assume any subservicing agreement in accordance with the Subservicing Agreementterms thereof; provided, however, that the Trustee (or any other successor servicer) shall not incur any liability or have any obligations in its capacity as servicer under a subservicing agreement arising prior to the successor Servicer shall be deemed date of such succession unless it expressly elects to have assumed all succeed to the rights and obligations of the Servicer's interest therein Servicer thereunder; and to have replaced the Servicer as a party to any Subservicing Agreement entered into by the Servicer as contemplated by Section 3.02 to the same extent as if the Subservicing Agreement had been assigned to the assuming party except that the Servicer shall not thereby be relieved of any liability or obligations under the subservicing agreement arising prior to the date of such succession. To the extent any Servicing Transfer Costs or expenses are not paid by the Servicer pursuant to this Agreement, such amounts shall be payable out of the Certificate Account; provided that the terminated servicer shall reimburse the Trust Fund for any such Subservicing expense incurred by the Trust Fund upon receipt of a reasonably detailed invoice evidencing such expenses. If the Trustee is unwilling or unable to act as servicer, the Trustee shall seek to appoint a successor servicer that is eligible in accordance with the criteria specified this Agreement. Notwithstanding anything contained in this Agreement to the contrary, the Trustee, as successor Servicer, is not responsible for the accounting, records (including computer records) and work of the prior Servicer relating to the collateral (collectively, the "Predecessor Servicer Work Product"), and the Trustee shall have no liability for the acts and omissions of the prior Servicer. If any error, inaccuracy, omission or incorrect or non-standard practice or procedure (collectively, "Errors") exist in any Predecessor Servicer Work Product and such Errors make it materially more difficult to service or should cause or materially contribute to the Trustee making or continuing any Errors (collectively, "Continued Errors"), the Trustee shall have no liability for such Continued Errors; provided, however, that the Trustee agrees to use its best efforts to prevent Continued Errors. In the event that the Trustee becomes aware of Errors or Continued Errors, the Trustee shall, with the prior consent of Depositor, use its best efforts to reconstruct and reconcile such data as is commercially reasonable to correct such Errors and Continued Errors and to prevent future Continued Errors. The Trustee shall be entitled to recover its costs thereby expended in accordance with Section 3.08 and Section 8.06 The Servicer that is no longer the Servicer hereunder shall, upon request of the Trustee, but at the expense of such predecessor the Servicer, deliver to the assuming party all documents and records relating to each Subservicing Agreement or substitute servicing subservicing agreement and the Mortgage Loans then being serviced thereunder and an accounting of amounts collected or held by it and otherwise use its best efforts to effect the orderly and efficient transfer of such substitute Subservicing Agreement the subservicing agreement to the assuming party. The Trustee shall be entitled to be reimbursed from the predecessor Servicer (or the Trust if the predecessor Servicer is unable to fulfill its obligations hereunder) for all Servicing Transfer Costs.

Trustee to Act as Servicer. If In the event that the Servicer shall for any reason no longer be the Servicer hereunder (including by reason of an Event of Default), the Trustee shall or its designee shall, within 90 a period of time not to exceed ninety (90) days from the date of such timenotice of termination or resignation, assume, if it so elects, or shall appoint a successor Servicer to assume, thereupon assume all of the rights and obligations of the Servicer hereunder arising thereafter (except that the Trustee shall not be (ai) liable for losses of the Servicer pursuant to Section 3.12 3.10 hereof or any acts or omissions of the such predecessor Servicer hereunder, (bii) obligated to make Advances or Servicing Advances if it is prohibited from doing so by applicable law law, (iii) obligated to effectuate repurchases or substitutions of Mortgage Loans hereunder, including pursuant to Section 2.02, 2.03 or 2.05 hereof, (iv) responsible for any expenses of the Servicer pursuant to Section 2.03 or (cv) deemed to have made any representations and warranties hereunder, including pursuant to Section 2.04 or the first paragraph of Section 6.02 hereof; provided, however that the Trustee (subject to clause (ii) above) or its designee, in its capacity as the successor servicer, shall immediately assume the terminated or resigning Servicer's obligation to make Advances and Servicing Advances. No such termination shall affect any obligation of the Servicer to pay amounts owed under this Agreement and to perform its duties under this Agreement until its successor assumes all of its rights and obligations hereunder). Any such assumption shall be subject to Sections 7.02 and 8.05. If the Servicer shall for any reason no longer be the Servicer (including by reason of any Event of Default), the Trustee (or the any other successor Servicer may elect to servicer) may, at its option, succeed to any rights and obligations of the Servicer under each Subservicing Agreement or may terminate each Subservicing Agreement. If it has elected to assume any subservicing agreement in accordance with the Subservicing Agreementterms thereof; provided, however, that the Trustee (or the any other successor Servicer shall be deemed to have assumed all of the Servicer's interest therein and to have replaced the Servicer as a party to any Subservicing Agreement entered into by the Servicer as contemplated by Section 3.02 to the same extent as if the Subservicing Agreement had been assigned to the assuming party except that the Servicer servicer) shall not be relieved of incur any liability or have any obligations in its capacity as servicer under any such Subservicing Agreement. The Servicer that is no longer the Servicer hereunder shall, upon request of the Trustee, but at the expense of such predecessor Servicer, deliver to the assuming party all documents and records relating to each Subservicing Agreement or substitute servicing agreement and the Mortgage Loans then being serviced thereunder and an accounting of amounts collected or held by it and otherwise use its best efforts to effect the orderly and efficient transfer of such substitute Subservicing Agreement to the assuming party. The Trustee shall be entitled to be reimbursed from the predecessor Servicer (or the Trust if the predecessor Servicer is unable to fulfill its obligations hereunder) for all Servicing Transfer Costs.a subservicing 77

Trustee to Act as Servicer. If In the event that the Servicer shall for any reason no longer be the Servicer hereunder (including by reason of an Event of Default), except as provided under Section 7.02, the Trustee or its successor shall within 90 days of such time, assume, if it so elects, or shall appoint a successor Servicer to assume, thereupon assume all of the rights and obligations of the Servicer hereunder arising thereafter (except that the Trustee shall not be (ai) liable for losses of the Servicer pursuant to Section 3.12 3.10 or any acts or omissions of the predecessor Servicer hereunder, (bii) obligated to make Advances if it is prohibited from doing so by applicable law law, (iii) obligated to effectuate repurchases or substitutions of Mortgage Loans hereunder, including, but not limited to, repurchases or substitutions pursuant to Section 2.03, (iv) responsible for expenses of the predecessor Servicer pursuant to Section 2.03 or (cv) deemed to have made any representations and warranties of the Servicer hereunder). Any such assumption shall be subject to Sections 7.02 and 8.05Section 7.02. Every subservicing agreement entered into by the Servicer shall contain a provision giving the successor Servicer the option to terminate such agreement in the event a successor Servicer is appointed. If the Servicer shall for any reason no longer be the Servicer (including by reason of any Event of Default), the Trustee (or the any other successor Servicer may elect to Servicer) may, at its option, succeed to any rights and obligations of the Servicer under each Subservicing Agreement or may terminate each Subservicing Agreement. If it has elected to assume any subservicing agreement in 104 accordance with the Subservicing Agreement, terms thereof; provided that the Trustee (or the any other successor Servicer) shall not incur any liability or have any obligations in its capacity as successor Servicer shall be deemed under a subservicing agreement arising prior to have assumed all the date of such succession unless it expressly elects to succeed to the rights and obligations of the Servicer's interest therein Servicer thereunder; and to have replaced the Servicer as a party to any Subservicing Agreement entered into by the Servicer as contemplated by Section 3.02 to the same extent as if the Subservicing Agreement had been assigned to the assuming party except that the Servicer shall not thereby be relieved of any liability or obligations under any the subservicing agreement arising prior to the date of such Subservicing Agreementsuccession. The Servicer that is no longer the Servicer hereunder shall, upon request of the Trustee, but at the expense of such predecessor the Servicer, deliver to the assuming party all documents and records relating to each Subservicing Agreement or substitute servicing subservicing agreement (if any) and the Mortgage Loans then being serviced thereunder and an accounting of amounts collected or and held by it and otherwise use its best efforts to effect the orderly and efficient transfer of such substitute Subservicing Agreement the subservicing agreement to the assuming party. The Trustee shall be entitled to be reimbursed from the predecessor Servicer (or the Trust if the predecessor Servicer is unable to fulfill its obligations hereunder) for all Servicing Transfer Costs.

Trustee to Act as Servicer. If the a Servicer shall for any reason no longer be the a Servicer hereunder (including by reason of an Event of Default), the Trustee shall within 90 days of such time, thereupon assume, if it so elects, or shall appoint a successor Servicer to assume, all of the rights and obligations of the such Servicer hereunder arising thereafter (except that the Trustee shall not be (a) liable for losses of the a Servicer pursuant to Section 3.12 or any acts or omissions of the such predecessor Servicer hereunder, (b) obligated to make Advances if it is prohibited from doing so by applicable law or law, (c) deemed to have made any representations and warranties of the such Servicer hereunder), (d) be required or obligated, in its capacity as successor Servicer, to purchase, repurchase or substitute any Mortgage Loan, or (e) fund any losses on any Permitted Investment directed by any other Servicer). Any such assumption shall be subject to Sections 7.02 and Section 8.05. If the a Servicer shall for any reason no longer be the a Servicer (including by reason of any Event of Default), the Trustee or the successor Servicer may elect to succeed to any rights and obligations of the such Servicer under each Subservicing Agreement or may terminate each Subservicing AgreementAgreement to which such Servicer is a party. If it has elected to assume the Subservicing Agreement, the Trustee or the successor Servicer shall be deemed to have assumed all of the related Servicer's interest therein and to have replaced the such Servicer as a party to any Subservicing Agreement entered into by the such Servicer as contemplated by Section 3.02 to the same extent as if the Subservicing Agreement had been assigned to the assuming party except that the such Servicer shall not be relieved of any liability or obligations under any such Subservicing Agreement. The Other than as set forth below with respect to the Trustee acting as Servicer, a Servicer that is no longer the a Servicer hereunder shall, upon request of the Trustee, but at the expense of such predecessor Servicer, deliver to the assuming party all documents and records relating to each Subservicing Agreement or substitute servicing agreement and the Mortgage Loans then being serviced thereunder and an accounting of amounts collected or held by it and otherwise use its best efforts to effect the orderly and efficient transfer of such substitute Subservicing Agreement to the assuming party. The All costs incurred in connection with the transition of the servicing to the Trustee or the successor Servicer shall be entitled to be reimbursed from paid by the predecessor Servicer (and if not so paid shall be reimbursed to the Trustee by the Trust. If the Trustee is acting as Servicer pursuant to either Section 7.05 or Section 8.05, all costs incurred by the Trust if Trustee, acting as Servicer, in connection with the transition of the servicing from the Trustee to a successor Servicer shall be paid by the predecessor Servicer is unable from which the Trustee took over as Servicer pursuant to fulfill its obligations hereunder) for all Servicing Transfer Costseither Section 7.05 or Section 8.05, and if not so paid shall be reimbursed to the Trustee by the Trust.

Trustee to Act as Servicer. If In the event that the Servicer shall for any reason no longer be the Servicer servicer hereunder (including by reason of an Event of Default), the Trustee shall or its designee shall, within 90 a period of time not to exceed ninety (90) days from the date of such timenotice of termination or resignation, assume, if it so elects, or shall appoint a successor Servicer to assume, thereupon assume all of the rights and obligations of the Servicer hereunder arising thereafter (except that the Trustee shall not be (ai) liable for losses of the Servicer pursuant to Section 3.12 3.10 hereof or any acts or omissions of the such predecessor Servicer servicer hereunder, (bii) obligated to make Advances if it is prohibited from doing so by applicable law law, (iii) obligated to effectuate repurchases or substitutions of Mortgage Loans hereunder, including pursuant to Section 2.02 or 2.03 hereof, (iv) responsible for any expenses of the Servicer pursuant to Section 2.03 or (cv) deemed to have made any representations and warranties hereunder, including pursuant to Section 2.04 or the first paragraph of Section 6.02 hereof; provided, however that the Trustee or its designee, in its capacity as the successor servicer, shall immediately assume the Servicer's obligation to make Advances and Servicing Advances. No such termination or resignation shall affect any obligation of the Servicer to pay amounts owed under this Agreement and to perform its duties under this Agreement until its successor assumes all of its rights and obligations hereunder). Any such assumption shall be subject to Sections 7.02 and 8.05. If the Servicer shall for any reason no longer be the Servicer servicer (including by reason of any Event of Default), the Trustee (or the any other successor Servicer may elect to servicer) may, at its option, succeed to any rights and obligations of the Servicer under each Subservicing Agreement or may terminate each Subservicing Agreement. If it has elected to assume any subservicing agreement in accordance with the Subservicing Agreementterms thereof; provided, however, that the Trustee (or any other successor servicer) shall not incur any liability or have any obligations in its capacity as servicer under a subservicing agreement arising prior to the successor Servicer shall be deemed date of such succession unless it expressly elects to have assumed all succeed to the rights and obligations of the Servicer's interest therein Servicer thereunder; and to have replaced the Servicer as a party to any Subservicing Agreement entered into by the Servicer as contemplated by Section 3.02 to the same extent as if the Subservicing Agreement had been assigned to the assuming party except that the Servicer shall not thereby be relieved of any liability or obligations under the subservicing agreement arising prior to the date of such succession. To the extent any Servicing Transfer Costs or expenses are not paid by the Servicer pursuant to this Agreement, such amounts shall be payable out of the Certificate Account; provided that the terminated servicer shall reimburse the Trust Fund for any such Subservicing Agreementexpense incurred by the Trust Fund upon receipt of a reasonably detailed invoice evidencing such expenses. If the Trustee is unwilling or unable to act as servicer, or if the NIMS Insurer so directs the Trustee, the Trustee shall seek to appoint a successor servicer that is eligible in accordance with the criteria specified this Agreement and reasonably acceptable to the NIMS Insurer. The Servicer that is no longer the Servicer hereunder shall, upon request of the Trustee, but at the expense of such predecessor the Servicer, deliver to the assuming party all documents and records relating to each Subservicing Agreement or substitute servicing subservicing agreement and the Mortgage Loans then being serviced thereunder and an accounting of amounts collected or held by it and otherwise use its best efforts to effect the orderly and efficient transfer of such substitute Subservicing Agreement the subservicing agreement to the assuming party. The Trustee shall be entitled to be reimbursed from the predecessor Servicer (or the Trust if the predecessor Servicer is unable to fulfill its obligations hereunder) for all Servicing Transfer Costs.

Trustee to Act as Servicer. If Subject to Sections 6.04 and 7.02, in the event that the Servicer shall for any reason no longer be the Servicer hereunder (including by reason of an Event of Default), the Trustee shall or its designee shall, within 90 a period of time not to exceed one hundred twenty (120) days from the date of such timenotice of termination or resignation, assume, if it so elects, or shall appoint a successor Servicer to assume, thereupon assume all of the rights and obligations of the Servicer hereunder arising thereafter (except that the Trustee shall not be (ai) liable for losses of the Servicer pursuant to Section 3.12 3.10 hereof or any acts or omissions of the such predecessor Servicer hereunder, (bii) obligated to make Advances or Servicing Advance if it is prohibited from doing so by applicable law law, (iii) obligated to effectuate repurchases or substitutions of Mortgage Loans hereunder, including pursuant to Section 2.02 or 2.03 hereof, (iv) responsible for any expenses of the Servicer pursuant to Section 2.03 or (cv) deemed to have made any representations and warranties hereunder, including pursuant to Section 2.04 or the first paragraph of Section 6.02 hereof; provided, however that the Trustee (subject to clause (ii) above) or its designee, in its capacity as the successor servicer, shall immediately assume the terminated or resigning Servicer's obligation to make Advances and Servicing Advances). No such termination shall affect any obligation of the Servicer to pay amounts owed under this Agreement and to perform its duties under this Agreement until its successor assumes all of its rights and obligations hereunder). Any such assumption shall be subject to Sections 7.02 and 8.05. If the Servicer shall for any reason no longer be the Servicer (including by reason of any Event of Default), the Trustee (or the any other successor Servicer may elect to servicer) may, at its option, succeed to any rights and obligations of the Servicer under each Subservicing Agreement or may terminate each Subservicing Agreement. If it has elected to assume any subservicing agreement in accordance with the Subservicing Agreementterms thereof; provided, however, that the Trustee (or any other successor servicer) shall not incur any liability or have any obligations in its capacity as servicer under a subservicing agreement arising prior to the successor Servicer shall be deemed date of such succession unless it expressly elects to have assumed all succeed to the rights and obligations of the Servicer's interest therein Servicer thereunder; and to have replaced the Servicer as a party to any Subservicing Agreement entered into by the Servicer as contemplated by Section 3.02 to the same extent as if the Subservicing Agreement had been assigned to the assuming party except that the Servicer shall not thereby be relieved of any liability or obligations under the subservicing agreement arising prior to the date of such succession. To the extent any costs or expenses, including without limitation Servicing Transfer Costs incurred by the Trustee in connection with this Section 3.04, are not paid by the Servicer pursuant to this Agreement within 30 days of the date of the Trustee's invoice thereof, such amounts shall be payable out of the Certificate Account. In such event, the terminated Servicer shall reimburse the Trust Fund for any such Subservicing expense incurred by the Trust Fund upon receipt of a reasonably detailed invoice evidencing such expenses. If the Trustee is unwilling or unable to act as servicer, the Trustee shall seek to appoint a successor servicer that is eligible in accordance with the criteria specified this Agreement. The Servicer that is no longer the Servicer hereunder shall, upon request of the Trustee, but at the expense of such predecessor the Servicer, deliver to the assuming party all documents and records relating to each Subservicing Agreement or substitute servicing subservicing agreement and the Mortgage Loans then being serviced thereunder and an accounting of amounts collected or held by it and otherwise use its best efforts to effect the orderly and efficient transfer of such substitute Subservicing Agreement the subservicing agreement to the assuming party. The Trustee shall be entitled to be reimbursed from the predecessor Servicer (or the Trust if the predecessor Servicer is unable to fulfill its obligations hereunder) for all Servicing Transfer Costs.

Trustee to Act as Servicer. If Subject to Sections 6.04 and 7.02, in the event that the Servicer shall for any reason no longer be the Servicer servicer hereunder (including by reason of an Event of Default), the Trustee shall or its designee shall, within 90 a period of time not to exceed ninety (90) days from the date of such timenotice of termination or resignation, assume, if it so elects, or shall appoint a successor Servicer to assume, thereupon assume all of the rights and obligations of the Servicer hereunder arising thereafter (except that the Trustee shall not be (ai) liable for losses arising out of the Servicer pursuant to Section 3.12 or any acts or omissions of the predecessor Servicer servicer hereunder, (bii) obligated to make Advances or Servicing Advances if it is prohibited from doing so by applicable law law, (iii) obligated to effectuate repurchases or substitutions of Mortgage Loans hereunder, including pursuant to Section 2.02 or 2.03 hereof, (iv) responsible for any expenses of the Servicer pursuant to Section 2.03 or (cv) deemed to have made any representations and warranties hereunder, including pursuant to Section 2.04 or the first paragraph of Section 6.02 hereof; provided, however that the Trustee (subject to clause (ii) above) or its designee, in its capacity as the successor servicer, shall immediately assume the terminated or resigning Servicer's obligation to make Advances and Servicing Advances). No such termination or resignation shall affect any obligation of the Servicer to pay amounts owed under this Agreement and to perform its duties under this Agreement until its successor assumes all of its rights and obligations hereunder). Any such assumption shall be subject to Sections 7.02 and 8.05. If the Servicer shall for any reason no longer be the Servicer a servicer (including by reason of any Event of Default), the Trustee (or the any other successor Servicer may elect to servicer) may, at its option, succeed to any rights and obligations of the Servicer under each Subservicing Agreement or may terminate each Subservicing Agreement. If it has elected to assume any subservicing agreement in accordance with the Subservicing Agreementterms thereof; provided, however, that the Trustee (or any other successor servicer) shall not incur any liability or have any obligations in its capacity as servicer under a subservicing agreement arising prior to the successor Servicer shall be deemed date of such succession unless it expressly elects to have assumed all succeed to the rights and obligations of the Servicer's interest therein Servicer thereunder; and to have replaced the Servicer as a party to any Subservicing Agreement entered into by the Servicer as contemplated by Section 3.02 to the same extent as if the Subservicing Agreement had been assigned to the assuming party except that the Servicer shall not thereby be relieved of any liability or obligations under the subservicing agreement arising prior to the date of such succession. To the extent any costs or expenses, including without limitation, Servicing Transfer Costs incurred by the Trustee in connection with this Section 3.04 or Section 7.02, are not paid by the Servicer pursuant to this Agreement within thirty (30) days of the date of the Trustee's invoice thereof, such amounts shall be payable out of the Certificate Account; provided that if the Servicer has been terminated by reason of an Event of Default, the terminated servicer shall reimburse the Issuing Entity for any such Subservicing Agreementexpense incurred by the Issuing Entity upon receipt of a reasonably detailed invoice evidencing such expenses. If the Trustee is unwilling or unable to act as servicer, the Trustee shall seek to appoint a successor servicer that is eligible in accordance with the criteria specified in this Agreement and reasonably acceptable to the NIMs Insurer. The Servicer that is no longer the Servicer hereunder shall, upon request of the Trustee, but at the expense of such predecessor Servicerthe Servicer if the Servicer has been terminated by reason of an Event of Default, deliver to the assuming party all documents and records relating to each Subservicing Agreement or substitute servicing subservicing agreement and the Mortgage Loans then being serviced thereunder and an accounting of amounts collected or held by it and otherwise use its best efforts to effect the orderly and efficient transfer of such substitute Subservicing Agreement the subservicing agreement to the assuming party. The Trustee shall be entitled to be reimbursed from the predecessor Servicer (or the Trust if the predecessor Servicer is unable to fulfill its obligations hereunder) for all Servicing Transfer Costs.

Trustee to Act as Servicer. If Subject to Sections 6.04 and 7.02, in the event that the Servicer shall for any reason no longer be the Servicer servicer hereunder (including by reason of an Event of Default), the Trustee shall or its designee shall, within 90 a period of time not to exceed ninety (90) days from the date of such timenotice of termination or resignation, assume, if it so elects, or shall appoint a successor Servicer to assume, thereupon assume all of the rights and obligations of the Servicer hereunder arising thereafter (except that the Trustee shall not be (ai) liable for losses arising out of the Servicer pursuant to Section 3.12 or any acts or omissions of the predecessor Servicer servicer hereunder, (bii) obligated to make Advances or Servicing Advances if it is prohibited from doing so by applicable law law, (iii) obligated to effectuate repurchases or substitutions of Mortgage Loans hereunder, including pursuant to Section 2.02 or 2.03 hereof, (iv) responsible for any expenses of the Servicer pursuant to Section 2.03 or (cv) deemed to have made any representations and warranties hereunder, including pursuant to Section 2.04 or the first paragraph of Section 6.02 hereof; provided, however that the Trustee (subject to clause (ii) above) or its designee, in its capacity as the successor servicer, shall immediately assume the terminated or resigning Servicer's obligation to make Advances and Servicing Advances). No such termination or resignation shall affect any obligation of the Servicer to pay amounts owed under this Agreement and to perform its duties under this Agreement until its successor assumes all of its rights and obligations hereunder). Any such assumption shall be subject to Sections 7.02 and 8.05. If the Servicer shall for any reason no longer be the Servicer a servicer (including by reason of any Event of Default), the Trustee (or the any other successor Servicer may elect to servicer) may, at its option, succeed to any rights and obligations of the Servicer under each Subservicing Agreement or may terminate each Subservicing Agreement. If it has elected to assume any subservicing agreement in accordance with the Subservicing Agreementterms thereof; provided, however, that the Trustee (or any other successor servicer) shall not incur any liability or have any obligations in its capacity as servicer under a subservicing agreement arising prior to the successor Servicer shall be deemed date of such succession unless it expressly elects to have assumed all succeed to the rights and obligations of the Servicer's interest therein Servicer thereunder; and to have replaced the Servicer as a party to any Subservicing Agreement entered into by the Servicer as contemplated by Section 3.02 to the same extent as if the Subservicing Agreement had been assigned to the assuming party except that the Servicer shall not thereby be relieved of any liability or obligations under the subservicing agreement arising prior to the date of such succession. To the extent any costs or expenses, including without limitation, Servicing Transfer Costs incurred by the Trustee in connection with this Section 3.04 or Section 7.02, are not paid by the Servicer pursuant to this Agreement within 30 days of the date of the Trustee's invoice thereof, such amounts shall be payable out of the Certificate Account; provided that if the Servicer has been terminated by reason of an Event of Default, the terminated servicer shall reimburse the Trust Fund for any such Subservicing expense incurred by the Trust Fund upon receipt of a reasonably detailed invoice evidencing such expenses. If the Trustee is unwilling or unable to act as servicer, the Trustee shall seek to appoint a successor servicer that is eligible in accordance with the criteria specified in this Agreement. The Servicer that is no longer the Servicer hereunder shall, upon request of the Trustee, but at the expense of such predecessor Servicerthe Servicer if the Servicer has been terminated by reason of an Event of Default, deliver to the assuming party all documents and records relating to each Subservicing Agreement or substitute servicing subservicing agreement and the Mortgage Loans then being serviced thereunder and an accounting of amounts collected or held by it and otherwise use its best efforts to effect the orderly and efficient transfer of such substitute Subservicing Agreement the subservicing agreement to the assuming party. The Trustee shall be entitled to be reimbursed from the predecessor Servicer (or the Trust if the predecessor Servicer is unable to fulfill its obligations hereunder) for all Servicing Transfer Costs.

Trustee to Act as Servicer. If the Servicer shall for any reason no longer be the Servicer hereunder (including by reason of an Event of Default), the Trustee shall within 90 days of such time, assume, if it so elects, or shall appoint a successor Servicer to assume, all of the rights and obligations of the Servicer hereunder arising thereafter (except that the Trustee shall not be (a) liable for losses of the Servicer pursuant to Section 3.12 3.13 or any acts or omissions of the such predecessor Servicer hereunder, (b) obligated to make Advances if it is prohibited from doing so by applicable law or (c) deemed to have made any representations and warranties of the Servicer hereunder). Any such assumption shall be subject to Sections 7.02 and 8.05. If the Servicer shall for any reason no longer be the Servicer (including by reason of any Event of Default), the Trustee or the successor Servicer may elect to succeed to any rights and obligations of the Servicer under each Subservicing Agreement or may terminate each Subservicing Agreement. If it has elected to assume the Subservicing Agreement, the Trustee or the successor Servicer shall be deemed to have assumed all of the Servicer's interest therein and to have replaced the Servicer as a party to any Subservicing Agreement entered into by the Servicer as contemplated by Section 3.02 to the same extent as if the Subservicing Agreement had been assigned to the assuming party except that the Servicer shall not be relieved of any liability or obligations under any such Subservicing Agreement. The Servicer that is no longer the Servicer hereunder shall, upon request of the Trustee, but at the expense of such the predecessor Servicer, deliver to the assuming party all documents and records relating to each Subservicing Agreement or substitute servicing agreement and the Mortgage Loans then being serviced thereunder and an accounting of amounts collected or held by it and otherwise use its best efforts to effect the orderly and efficient transfer of such substitute Subservicing Agreement to the assuming party. The Trustee shall be entitled to be reimbursed from the predecessor Servicer (or the Trust if the predecessor Servicer is unable to fulfill its obligations hereunder) for all Servicing Transfer Costs.

Trustee to Act as Servicer. If Subject to Sections 6.04 and 7.02, in the event that the Servicer shall for any reason no longer be the Servicer hereunder (including by reason of an Event of Default), the Trustee shall or its designee shall, within 90 a period of time not to exceed ninety (90) days from the date of such timenotice of termination or resignation, assume, if it so elects, or shall appoint a successor Servicer to assume, thereupon assume all of the rights and obligations of the Servicer hereunder arising thereafter (except that the Trustee shall not be (ai) liable for losses of the Servicer pursuant to Section 3.12 3.10 hereof or any acts or omissions of the such predecessor Servicer hereunder, (bii) obligated to make Advances or Servicing Advance if it is prohibited from doing so by applicable law law, (iii) obligated to effectuate repurchases or substitutions of Mortgage Loans hereunder, including pursuant to Section 2.02 or 2.03 hereof, (iv) responsible for any expenses of the Servicer pursuant to Section 2.03 or (cv) deemed to have made any representations and warranties hereunder, including pursuant to Section 2.04 or the first paragraph of Section 6.02 hereof; provided, however that the Trustee (subject to clause (ii) above) or its designee, in its capacity as the successor servicer, shall immediately assume the terminated or resigning Servicer's obligation to make Advances and Servicing Advances. No such termination shall affect any obligation of the Servicer to pay amounts owed under this Agreement and to perform its duties under this Agreement until its successor assumes all of its rights and obligations hereunder). Any such assumption shall be subject to Sections 7.02 and 8.05. If the Servicer shall for any reason no longer be the Servicer (including by reason of any Event of Default), the Trustee (or the any other successor Servicer may elect to servicer) may, at its option, succeed to any rights and obligations of the Servicer under each Subservicing Agreement or may terminate each Subservicing Agreement. If it has elected to assume any subservicing agreement in accordance with the Subservicing Agreementterms thereof; provided, however, that the Trustee (or any other successor servicer) shall not incur any liability or have any obligations in its capacity as servicer under a subservicing agreement arising prior to the successor Servicer shall be deemed date of such succession unless it expressly elects to have assumed all succeed to the rights and obligations of the Servicer's interest therein Servicer thereunder; and to have replaced the Servicer as a party to any Subservicing Agreement entered into by the Servicer as contemplated by Section 3.02 to the same extent as if the Subservicing Agreement had been assigned to the assuming party except that the Servicer shall not thereby be relieved of any liability or obligations under the subservicing agreement arising prior to the date of such succession. To the extent any costs or expenses, including without limitation Servicing Transfer Costs incurred by the Trustee in connection with this Section 3.04, are not paid by the Servicer pursuant to this Agreement within 30 days of the date of the Trustee's invoice thereof, such amounts shall be payable out of the Certificate Account; provided that the terminated Servicer shall reimburse the Trust Fund for any such Subservicing Agreementexpense incurred by the Trust Fund upon receipt of a reasonably detailed invoice evidencing such expenses. If the Trustee is unwilling or unable to act as servicer, or if the NIMs Insurer so directs the Trustee, the Trustee shall seek to appoint a successor servicer that is eligible in accordance with the criteria specified this Agreement and reasonably acceptable to the NIMs Insurer. The Servicer that is no longer the Servicer hereunder shall, upon request of the Trustee, but at the expense of such predecessor the Servicer, deliver to the assuming party all documents and records relating to each Subservicing Agreement or substitute servicing subservicing agreement and the Mortgage Loans then being serviced thereunder and an accounting of amounts collected or held by it and otherwise use its best efforts to effect the orderly and efficient transfer of such substitute Subservicing Agreement the subservicing agreement to the assuming party. The In the event that the Servicer shall for any reason no longer be able to be the Servicer hereunder, notwithstanding anything to the contrary above, the Trustee and the Depositor hereby agree that within 10 Business Days of delivery to the Trustee by the Servicing Rights Pledgee of a letter signed by the Servicer whereby the Servicer shall resign as Servicer under this Agreement, the Servicing Rights Pledgee or its designee shall be entitled 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 reimbursed from subject to the predecessor Servicer (or the Trust if the predecessor Servicer is unable to fulfill its obligations hereunder) for all Servicing Transfer Coststerms of this Agreement.

Trustee to Act as Servicer. If In the event that the Servicer shall for any reason no longer be the Servicer hereunder (including by reason of an Event of Default), the Trustee shall or its designee shall, within 90 a period of time not to exceed ninety (90) days from the date of such timenotice of termination or resignation, assume, if it so elects, or shall appoint a successor Servicer to assume, thereupon assume all of the rights and obligations of the Servicer hereunder arising thereafter (except that the Trustee shall not be (ai) liable for losses of the Servicer pursuant to Section 3.12 3.10 hereof or any acts or omissions of the such predecessor Servicer hereunder, (bii) obligated to make Advances or Servicing Advances if it is prohibited from doing so by applicable law law, (iii) obligated to effectuate repurchases or substitutions of Mortgage Loans hereunder, including pursuant to Section 2.02, 2.03 or 2.05 hereof, (iv) responsible for any expenses of the Servicer pursuant to Section 2.03 or (cv) deemed to have made any representations and warranties hereunder, including pursuant to Section 2.04 or the first paragraph of Section 6.02 hereof; provided, however that the Trustee (subject to clause (ii) above) or its designee, in its capacity as the successor servicer, shall immediately assume the terminated or resigning Servicer's obligation to make Advances and Servicing Advances. No such termination shall affect any obligation of the Servicer to pay amounts owed under this Agreement and to perform its duties under this Agreement until its successor assumes all of its rights and obligations hereunder). Any such assumption shall be subject to Sections 7.02 and 8.05. If the Servicer shall for any reason no longer be the Servicer (including by reason of any Event of Default), the Trustee (or the any other successor Servicer may elect to servicer) may, at its option, succeed to any rights and obligations of the Servicer under each Subservicing Agreement any subservicing agreement in accordance with the terms thereof; provided, however, that the Trustee (or may terminate each Subservicing Agreement. If any other successor servicer) shall not incur any liability or have any obligations in its capacity as servicer under a subservicing agreement arising prior to the date of such succession unless it has elected expressly elects to assume the Subservicing Agreement, the Trustee or the successor Servicer shall be deemed to have assumed all such obligations of the Servicer's interest therein Servicer thereunder; and to have replaced the Servicer as a party to any Subservicing Agreement entered into by the Servicer as contemplated by Section 3.02 to the same extent as if the Subservicing Agreement had been assigned to the assuming party except that the Servicer shall not thereby be relieved of any liability or obligations under the subservicing agreement arising prior to the date of such succession. To the extent any costs or expenses, including without limitation Servicing Transfer Costs incurred by the Trustee in connection with this Section 3.04 are not paid by the Servicer pursuant to this Agreement within thirty (30) days of the date of the Trustee's invoice therefor, such amounts shall be payable out of the Certificate Account; provided that the terminated Servicer shall reimburse the Issuing Entity for any such Subservicing Agreementexpense incurred by the Issuing Entity upon receipt of a reasonably detailed invoice evidencing such expenses. If the Trustee is unwilling or unable to act as servicer, the Trustee shall seek to appoint a successor servicer that is eligible in accordance with the criteria specified in Section 7.03 of this Agreement and reasonably acceptable to the NIMs Insurer. The Servicer that is no longer the Servicer hereunder shall, upon request of the Trustee, but at the expense of such predecessor the Servicer, deliver to the assuming party all documents and records relating to each Subservicing Agreement or substitute servicing subservicing agreement and the Mortgage Loans then being serviced thereunder and an accounting of amounts collected or held by it and otherwise use its best efforts to effect the orderly and efficient transfer of such substitute Subservicing Agreement the subservicing agreement to the assuming party. The 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 entitled 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 reimbursed from subject to the predecessor Servicer (or the Trust if the predecessor Servicer is unable to fulfill its obligations hereunder) for all Servicing Transfer Coststerms of this Agreement.

Trustee to Act as Servicer. If Subject to Sections 6.04 and 7.02, in the event that the Servicer shall for any reason no longer be the Servicer servicer hereunder (including by reason of an Event of Default), the Trustee shall or its custodian shall, within 90 a period of time not to exceed ninety (90) days from the date of such timenotice of termination or resignation, assume, if it so elects, or shall appoint a successor Servicer to assume, thereupon assume all of the rights and obligations of the Servicer hereunder arising thereafter (except that the Trustee shall not be (ai) liable for losses of the Servicer pursuant to Section 3.12 or any acts or omissions of the predecessor Servicer servicer hereunder, (bii) obligated to make Advances or Servicing Advances if it is prohibited from doing so by applicable law law, (iii) obligated to effectuate repurchases or substitutions of Mortgage Loans hereunder, including pursuant to Section 2.02 or 2.03 hereof, (iv) responsible for any expenses of the Servicer pursuant to Section 2.03 or (cv) deemed to have made any representations and warranties hereunder, including pursuant to Section 2.04 or the first paragraph of Section 6.02 hereof; provided, however that the Trustee (subject to clause (ii) above) or its designee, in its capacity as the successor servicer, shall immediately assume the terminated or resigning Servicer's obligation to make Advances and Servicing Advances). No such termination or resignation shall affect any obligation of the Servicer to pay amounts owed under this Agreement and to perform its duties under this Agreement until its successor assumes all of its rights and obligations hereunder). Any such assumption shall be subject to Sections 7.02 and 8.05. If the Servicer shall for any reason no longer be the Servicer a servicer (including by reason of any Event of Default), the Trustee (or the any other successor Servicer may elect to servicer) may, at its option, succeed to any rights and obligations of the Servicer under each Subservicing Agreement or may terminate each Subservicing Agreement. If it has elected to assume any subservicing agreement in accordance with the Subservicing Agreementterms thereof; provided, however, that the Trustee (or any other successor servicer) shall not incur any liability or have any obligations in its capacity as servicer under a subservicing agreement arising prior to the successor Servicer shall be deemed date of such succession unless it expressly elects to have assumed all succeed to the rights and obligations of the Servicer's interest therein Servicer thereunder; and to have replaced the Servicer as a party to any Subservicing Agreement entered into by the Servicer as contemplated by Section 3.02 to the same extent as if the Subservicing Agreement had been assigned to the assuming party except that the Servicer shall not thereby be relieved of any liability or obligations under the subservicing agreement arising prior to the date of such succession. To the extent any costs or expenses, including without limitation, Servicing Transfer Costs incurred by the Trustee in connection with this Section 3.04 or Section 7.02, are not paid by the Servicer pursuant to this Agreement within 30 days of the date of the Trustee's invoice thereof, such amounts shall be payable out of the Certificate Account; provided that if the Servicer has been terminated by reason of an Event of Default, the terminated servicer shall reimburse the Trust Fund for any such Subservicing expense incurred by the Trust Fund upon receipt of a reasonably detailed invoice evidencing such expenses. If the Trustee is unwilling or unable to act as servicer, the Trustee shall seek to appoint a successor servicer that is eligible in accordance with the criteria specified in this Agreement. The Servicer that is no longer the Servicer hereunder shall, upon request of the Trustee, but at the expense of such predecessor Servicerthe Servicer if the Servicer has been terminated by reason of an Event of Default, deliver to the assuming party all documents and records relating to each Subservicing Agreement or substitute servicing subservicing agreement and the Mortgage Loans then being serviced thereunder and an accounting of amounts collected or held by it and otherwise use its best efforts to effect the orderly and efficient transfer of such substitute Subservicing Agreement the subservicing agreement to the assuming party. The Trustee shall be entitled to be reimbursed from the predecessor Servicer (or the Trust if the predecessor Servicer is unable to fulfill its obligations hereunder) for all Servicing Transfer Costs.

Trustee to Act as Servicer. If In the event that the Servicer shall for any reason no longer be the Servicer hereunder (including by reason of an Event of Default), the Trustee shall or its designee shall, within 90 a period of time not to exceed ninety (90) days from the date of such timenotice of termination or resignation, assume, if it so elects, or shall appoint a successor Servicer to assume, thereupon assume all of the rights and obligations of the Servicer hereunder arising thereafter (except that the Trustee shall not be (ai) liable for losses of the Servicer pursuant to Section 3.12 3.10 hereof or any acts or omissions of the such predecessor Servicer hereunder, (bii) obligated to make Advances or Servicing Advances if it is prohibited from doing so by applicable law law, (iii) obligated to effectuate repurchases or substitutions of Mortgage Loans hereunder, including pursuant to Section 2.02 or 2.03 hereof, (iv) responsible for any expenses of the Servicer pursuant to Section 2.03 or (cv) deemed to have made any representations and warranties hereunder, including pursuant to Section 2.04 or the first paragraph of Section 6.02 hereof; provided, however that the Trustee (subject to clause (ii) above) or its designee, in its capacity as the successor servicer, shall immediately assume the terminated or resigning Servicer's obligation to make Advances and Servicing Advances. No such termination shall affect any obligation of the Servicer to pay amounts owed under this Agreement and to perform its duties under this Agreement until its successor assumes all of its rights and obligations hereunder). Any such assumption shall be subject to Sections 7.02 and 8.05. If the Servicer shall for any reason no longer be the Servicer (including by reason of any Event of Default), the Trustee (or the any other successor Servicer may elect to servicer) may, at its option, succeed to any rights and obligations of the Servicer under each Subservicing Agreement any subservicing agreement in accordance with the terms thereof; provided, however, that the Trustee (or may terminate each Subservicing Agreement. If any other successor servicer) shall not incur any liability or have any obligations in its capacity as servicer under a subservicing agreement arising prior to the date of such succession unless it has elected expressly elects to assume the Subservicing Agreement, the Trustee or the successor Servicer shall be deemed to have assumed all such obligations of the Servicer's interest therein Servicer thereunder; and to have replaced the Servicer as a party to any Subservicing Agreement entered into by the Servicer as contemplated by Section 3.02 to the same extent as if the Subservicing Agreement had been assigned to the assuming party except that the Servicer shall not thereby be relieved of any liability or obligations under the subservicing agreement arising prior to the date of such succession. To the extent any costs or expenses, including without limitation Servicing Transfer Costs incurred by the Trustee in connection with this Section 3.04 are not paid by the Servicer pursuant to this Agreement within 30 days of the date of the Trustee's invoice therefor, such amounts shall be payable out of the Certificate Account; provided that the terminated Servicer shall reimburse the Trust Fund for any such Subservicing expense incurred by the Trust Fund upon receipt of a reasonably detailed invoice evidencing such expenses. If the Trustee is unwilling or unable to act as servicer, the Trustee shall seek to appoint a successor servicer that is eligible in accordance with the criteria specified this Agreement. 57 The Servicer that is no longer the Servicer hereunder shall, upon request of the Trustee, but at the expense of such predecessor the Servicer, deliver to the assuming party all documents and records relating to each Subservicing Agreement or substitute servicing subservicing agreement and the Mortgage Loans then being serviced thereunder and an accounting of amounts collected or held by it and otherwise use its best efforts to effect the orderly and efficient transfer of such substitute Subservicing Agreement the subservicing agreement to the assuming party. The In the event that the Servicer shall for any reason no longer be the Servicer hereunder (including by reason of any Event of Default), notwithstanding anything to the contrary above, the Trustee and the Depositor hereby agree that within 10 Business Days or delivery to the Trustee by the Servicing Rights Pledgee of a letter signed by the Servicer whereby the Servicer shall resign as Servicer under this Agreement, the Servicing Rights Pledgee or its designee shall be entitled 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 reimbursed from subject to the predecessor Servicer (or the Trust if the predecessor Servicer is unable to fulfill its obligations hereunder) for all Servicing Transfer Coststerms of this Agreement.

Trustee to Act as Servicer. If In the event that the Servicer shall for any reason no longer be the Servicer hereunder (including by reason of an Event of Default), the Trustee shall or its designee shall, within 90 a period of time not to exceed ninety (90) days from the date of such timenotice of termination or resignation, assume, if it so elects, or shall appoint a successor Servicer to assume, thereupon assume all of the rights and obligations of the Servicer hereunder arising thereafter (except that the Trustee shall not be (ai) liable for losses of the Servicer pursuant to Section 3.12 3.10 hereof or any acts or omissions of the such predecessor Servicer hereunder, (bii) obligated to make Advances if it is prohibited from doing so by applicable law law, (iii) obligated to effectuate repurchases or substitutions of Mortgage Loans hereunder, including pursuant to Section 2.02 or 2.03 hereof, (iv) responsible for any expenses of the Servicer pursuant to Section 2.03 or (cv) deemed to have made any representations and warranties hereunder, including pursuant to Section 2.04 or the first paragraph of Section 6.02 hereof; provided, however that the Trustee or its designee, in its capacity as the successor servicer, shall immediately assume the terminated or resigning Servicer's obligation to make Advances and Servicing Advances. No such termination shall affect any obligation of the Servicer to pay amounts owed under this Agreement and to perform its duties under this Agreement until its successor assumes all of its rights and obligations hereunder). Any such assumption shall be subject to Sections 7.02 and 8.05. If the Servicer shall for any reason no longer be the Servicer (including by reason of any Event of Default), the Trustee (or the any other successor Servicer may elect to servicer) may, at its option, succeed to any rights and obligations of the Servicer under each Subservicing Agreement or may terminate each Subservicing Agreement. If it has elected to assume any subservicing agreement in accordance with the Subservicing Agreementterms thereof; provided, however, that the Trustee (or any other successor servicer) shall not incur any liability or have any obligations in its capacity as servicer under a subservicing agreement arising prior to the successor Servicer shall be deemed date of such succession unless it expressly elects to have assumed all succeed to the rights and obligations of the Servicer's interest therein Servicer thereunder; and to have replaced the Servicer as a party to any Subservicing Agreement entered into by the Servicer as contemplated by Section 3.02 to the same extent as if the Subservicing Agreement had been assigned to the assuming party except that the Servicer shall not thereby be relieved of any liability or obligations under the subservicing agreement arising prior to the date of such succession. To the extent any servicing costs or expenses are not paid by the Servicer pursuant to this Agreement, such amounts shall be payable out of the Certificate Account; provided that the terminated Servicer shall reimburse the Trust Fund for any such Subservicing Agreementexpense incurred by the Trust Fund upon receipt of a reasonably detailed invoice evidencing such expenses. If the Trustee is unwilling or unable to act as servicer, or if the NIMs Insurer so directs the Trustee, the Trustee shall seek to appoint a successor servicer that is eligible in accordance with the criteria specified this Agreement and reasonably acceptable to the NIMs Insurer. The Servicer that is no longer the Servicer hereunder shall, upon request of the Trustee, but at the expense of such predecessor the Servicer, deliver to the assuming party all documents and records relating to each Subservicing Agreement or substitute servicing subservicing agreement and the Mortgage Loans then being serviced thereunder and an accounting of amounts collected or held by it and otherwise use its best efforts to effect the orderly and efficient transfer of such substitute Subservicing Agreement the subservicing agreement to the assuming party. The Trustee shall be entitled to be reimbursed from the predecessor Servicer (or the Trust if the predecessor Servicer is unable to fulfill its obligations hereunder) for all Servicing Transfer Costs.

Trustee to Act as Servicer. If Subject to Sections 6.04 and 7.02, in the event that the Servicer shall for any reason no longer be the Servicer hereunder (including by reason of an Event of Default), the Trustee shall or its designee shall, within 90 a period of time not to exceed ninety (90) days from the date of such timenotice of termination or resignation, assume, if it so elects, or shall appoint a successor Servicer to assume, thereupon assume all of the rights and obligations of the Servicer hereunder arising thereafter (except that the Trustee shall not be (ai) liable for losses of the Servicer pursuant to Section 3.12 3.10 hereof or any acts or omissions of the such predecessor Servicer hereunder, (bii) obligated to make Advances or Servicing Advances if it is prohibited from doing so by applicable law law, (iii) obligated to effectuate repurchases or substitutions of Mortgage Loans hereunder, including pursuant to Section 2.02 or 2.03 hereof, (iv) responsible for any expenses of the Servicer pursuant to Section 2.03 or (cv) deemed to have made any representations and warranties hereunder, including pursuant to Section 2.04 or the first paragraph of Section 6.02 hereof; provided, however that the Trustee (subject to clause (ii) above) or its designee, in its capacity as the successor servicer, shall immediately assume the terminated or resigning Servicer's obligation to make Advances and Servicing Advances). No such termination or resignation shall affect any obligation of the Servicer to pay amounts owed under this Agreement and to perform its duties under this Agreement until its successor assumes all of its rights and obligations hereunder). Any such assumption shall be subject to Sections 7.02 and 8.05. If the Servicer shall for any reason no longer be the Servicer (including by reason of any Event of Default), the Trustee (or the any other successor Servicer may elect to servicer) may, at its option, succeed to any rights and obligations of the Servicer under each Subservicing Agreement or may terminate each Subservicing Agreement. If it has elected to assume any subservicing agreement in accordance with the Subservicing Agreementterms thereof; provided, however, that the Trustee (or any other successor servicer) shall not incur any liability or have any obligations in its capacity as servicer under a subservicing agreement arising prior to the successor Servicer shall be deemed date of such succession unless it expressly elects to have assumed all succeed to the rights and obligations of the Servicer's interest therein Servicer thereunder; and to have replaced the Servicer as a party to any Subservicing Agreement entered into by the Servicer as contemplated by Section 3.02 to the same extent as if the Subservicing Agreement had been assigned to the assuming party except that the Servicer shall not thereby be relieved of any liability or obligations under the subservicing agreement arising prior to the date of such succession. To the extent any costs or expenses, including without limitation Servicing Transfer Costs incurred by the Trustee in connection with this Section 3.04, are not paid by the Servicer unless the Servicer is the Trustee, pursuant to this Agreement within 30 days of the date of the Trustee's invoice thereof, such amounts shall be payable out of the Certificate Account; provided that if the Servicer has been terminated by reason of an Event of Default, the terminated Servicer shall reimburse the Trust Fund for any such Subservicing expense incurred by the Trust Fund upon receipt of a reasonably detailed invoice evidencing such expenses. If the Trustee is unwilling or unable to act as servicer, the Trustee shall seek to appoint a successor servicer that is eligible in accordance with the criteria specified this Agreement. The Servicer that is no longer the Servicer hereunder shall, upon request of the Trustee, but at the expense of such predecessor Servicerthe Servicer if the Servicer has been terminated by reason of an Event of Default, deliver to the assuming party all documents and records relating to each Subservicing Agreement or substitute servicing subservicing agreement and the Mortgage Loans then being serviced thereunder and an accounting of amounts collected or held by it and otherwise use its best efforts to effect the orderly and efficient transfer of such substitute Subservicing Agreement the subservicing agreement to the assuming party. The Trustee shall be entitled to be reimbursed from the predecessor Servicer (or the Trust if the predecessor Servicer is unable to fulfill its obligations hereunder) for all Servicing Transfer Costs.

Trustee to Act as Servicer. If In the event that the Servicer shall for any reason no longer be the Servicer servicer hereunder (including by reason of an Event of Default), the Trustee shall or its designee shall, within 90 a period of time not to exceed ninety (90) days from the date of such timenotice of termination or resignation, assume, if it so elects, or shall appoint a successor Servicer to assume, thereupon assume all of the rights and obligations of the Servicer hereunder arising thereafter (except that the Trustee shall not be (ai) liable for losses of the Servicer pursuant to Section 3.12 3.10 hereof or any acts or omissions of the such predecessor Servicer servicer hereunder, (bii) obligated to make Advances if it is prohibited from doing so by applicable law law, (iii) obligated to effectuate repurchases or substitutions of Mortgage Loans hereunder, including pursuant to Section 2.02 or 2.03 hereof, (iv) responsible for any expenses of the Servicer pursuant to Section 2.03 or (cv) deemed to have made any representations and warranties hereunder, including pursuant to Section 2.04 or the first paragraph of Section 6.02 hereof; provided, however that the Trustee or its designee, in its capacity as the successor servicer, shall immediately assume the Servicer's obligation to make Advances and Servicing Advances. No such termination or resignation shall affect any obligation of the Servicer to pay amounts owed under this Agreement and to perform its duties under this Agreement until its successor assumes all of its rights and obligations hereunder). Any such assumption shall be subject to Sections 7.02 and 8.05. If the Servicer shall for any reason no longer be the Servicer servicer (including by reason of any Event of Default), the Trustee (or the any other successor Servicer may elect to servicer) may, at its option, succeed to any rights and obligations of the Servicer under each Subservicing Agreement or may terminate each Subservicing Agreement. If it has elected to assume any subservicing agreement in accordance with the Subservicing Agreementterms thereof; provided, however, that the Trustee (or any other successor servicer) shall not incur any liability or have any obligations in its capacity as servicer under a subservicing agreement arising prior to the successor Servicer shall be deemed date of such succession unless it expressly elects to have assumed all succeed to the rights and obligations of the Servicer's interest therein Servicer thereunder; and to have replaced the Servicer as a party to any Subservicing Agreement entered into by the Servicer as contemplated by Section 3.02 to the same extent as if the Subservicing Agreement had been assigned to the assuming party except that the Servicer shall not thereby be relieved of any liability or obligations under the subservicing agreement arising prior to the date of such succession. To the extent any Servicing Transfer Costs are not paid by the Servicer pursuant to this Agreement, such amounts shall be payable out of the Certificate Account; provided that the terminated servicer shall reimburse the Trust Fund for any such Subservicing Agreementexpense incurred by the Trust Fund upon receipt of a reasonably detailed invoice evidencing such expenses. If the Trustee is unwilling or unable to act as servicer, or if the NIMs Insurer so directs the Trustee, the Trustee shall seek to appoint a successor servicer that is eligible in accordance with the criteria specified this Agreement and reasonably acceptable to the NIMs Insurer. The Servicer that is no longer the Servicer hereunder shall, upon request of the Trustee, but at the expense of such predecessor the Servicer, deliver to the assuming party all documents and records relating to each Subservicing Agreement or substitute servicing subservicing agreement and the Mortgage Loans then being serviced thereunder and an accounting of amounts collected or held by it and otherwise use its best efforts to effect the orderly and efficient transfer of such substitute Subservicing Agreement the subservicing agreement to the assuming party. The Trustee shall be entitled to be reimbursed from the predecessor Servicer (or the Trust if the predecessor Servicer is unable to fulfill its obligations hereunder) for all Servicing Transfer Costs.

Trustee to Act as Servicer. If Subject to Sections 6.04 and 7.02, in the event that the Servicer shall for any reason no longer be the Servicer servicer hereunder (including by reason of an Event of Default), the Trustee shall within 90 days or its designee (i) may, in its reasonable discretion but with the prior written consent of such time, assumethe NIMs Insurer, if it so electsany (such consent not to be unreasonably withheld), (ii) shall, at the direction of the NIMS Insurer, if any, or (iii) shall appoint at the direction of the Certificateholders, within a successor Servicer period of time not to assumeexceed ninety (90) days from the date of notice of termination or resignation, thereupon assume all of the rights and obligations of the Servicer hereunder arising thereafter (except that the Trustee shall not be (ai) liable for losses arising out of the Servicer pursuant to Section 3.12 or any acts or omissions of the predecessor Servicer servicer hereunder, (bii) obligated to make Advances or Servicing Advances if it is prohibited from doing so by applicable law law, (iii) obligated to effectuate repurchases or substitutions of Mortgage Loans hereunder, including pursuant to Section 2.02, 2.03 or 2.05 hereof, (iv) responsible for any expenses of the Servicer pursuant to Section 2.03 or (cv) deemed to have made any representations and warranties hereunder, including pursuant to Section 2.04 or the first paragraph of Section 6.02 hereof; provided, however that the Trustee (subject to clause (ii) above) or its designee, in its capacity as the successor servicer, shall immediately assume the terminated or resigning Servicer's obligation to make Advances and Servicing Advances). No such termination or resignation shall affect any obligation of the Servicer to pay amounts owed under this Agreement and to perform its duties under this Agreement until its successor assumes all of its rights and obligations hereunder). Any such assumption shall be subject to Sections 7.02 and 8.05. If the Servicer shall for any reason no longer be the Servicer a servicer (including by reason of any Event of Default), the Trustee (or the any other successor Servicer may elect to servicer) may, at its option, succeed to any rights and obligations of the Servicer under each Subservicing Agreement or may terminate each Subservicing Agreement. If it has elected to assume any subservicing agreement in accordance with the Subservicing Agreementterms thereof; provided, however, that the Trustee (or any other successor servicer) shall not incur any liability or have any obligations in its capacity as servicer under a subservicing agreement arising prior to the successor Servicer shall be deemed date of such succession unless it expressly elects to have assumed all succeed to the rights and obligations of the Servicer's interest therein Servicer thereunder; and to have replaced the Servicer as a party to any Subservicing Agreement entered into by the Servicer as contemplated by Section 3.02 to the same extent as if the Subservicing Agreement had been assigned to the assuming party except that the Servicer shall not thereby be relieved of any liability or obligations under the subservicing agreement arising prior to the date of such succession. To the extent any costs or expenses, including without limitation, Servicing Transfer Costs incurred by the Trustee in connection with this Section 3.04 or Section 7.02, are not paid by the Servicer pursuant to this Agreement within thirty (30) days of the date of the Trustee's invoice thereof, such amounts shall be payable out of the Certificate Account; provided that if the Servicer has been terminated by reason of an Event of Default, the terminated servicer shall reimburse the Issuing Entity for any such Subservicing Agreementexpense incurred by the Issuing Entity upon receipt of a reasonably detailed invoice evidencing such expenses. If the Trustee is unwilling or unable to act as servicer, the Trustee shall seek to appoint a successor servicer that is eligible in accordance with the criteria specified in this Agreement and reasonably acceptable to the NIMs Insurer. The Servicer that is no longer the Servicer hereunder shall, upon request of the Trustee, but at the expense of such predecessor Servicerthe Servicer if the Servicer has been terminated by reason of an Event of Default, deliver to the assuming party all documents and records relating to each Subservicing Agreement or substitute servicing subservicing agreement and the Mortgage Loans then being serviced thereunder and an accounting of amounts collected or held by it and otherwise use its best efforts to effect the orderly and efficient transfer of such substitute Subservicing Agreement the subservicing agreement to the assuming party. The Trustee shall be entitled to be reimbursed from the predecessor Servicer (or the Trust if the predecessor Servicer is unable to fulfill its obligations hereunder) for all Servicing Transfer Costs.

Trustee to Act as Servicer. If In the event that the Servicer shall for any reason no longer be the Servicer hereunder (including by reason of an Event of Default), the Trustee shall or its designee shall, within 90 a period of time not to exceed ninety (90) days from the date of such timenotice of termination or resignation, assume, if it so elects, or shall appoint a successor Servicer to assume, thereupon assume all of the rights and obligations of the Servicer hereunder arising thereafter (except that the Trustee shall not be (ai) liable for losses of the Servicer pursuant to Section 3.12 3.10 hereof or any acts or omissions of the such predecessor Servicer hereunder, (bii) obligated to make Advances or Servicing Advances if it is prohibited from doing so by applicable law law, (iii) obligated to effectuate repurchases or substitutions of Mortgage Loans hereunder, including pursuant to Section 2.02, 2.03 or 2.05 hereof, (iv) responsible for any expenses of the Servicer pursuant to Section 2.03 or (cv) deemed to have made any representations and warranties hereunder, including pursuant to Section 2.04 or the first paragraph of Section 6.02 hereof; provided, however that the Trustee (subject to clause (ii) above) or its designee, in its capacity as the successor servicer, shall immediately assume the terminated or resigning Servicer's obligation to make Advances and Servicing Advances. No such termination shall affect any obligation of the Servicer to pay amounts owed under this Agreement and to perform its duties under this Agreement until its successor assumes all of its rights and obligations hereunder). Any such assumption shall be subject to Sections 7.02 and 8.05. If the Servicer shall for any reason no longer be the Servicer (including by reason of any Event of Default), the Trustee (or the any other successor Servicer may elect to servicer) may, at its option, succeed to any rights and obligations of the Servicer under each Subservicing Agreement any subservicing agreement in accordance with the terms thereof; provided, however, that the Trustee (or may terminate each Subservicing Agreement. If any other successor servicer) shall not incur any liability or have any obligations in its capacity as servicer under a subservicing agreement arising prior to the date of such succession unless it has elected expressly elects to assume the Subservicing Agreement, the Trustee or the successor Servicer shall be deemed to have assumed all such obligations of the Servicer's interest therein Servicer thereunder; and to have replaced the Servicer as a party to any Subservicing Agreement entered into by the Servicer as contemplated by Section 3.02 to the same extent as if the Subservicing Agreement had been assigned to the assuming party except that the Servicer shall not thereby be relieved of any liability or obligations under the subservicing agreement arising prior to the date of such succession. To the extent any such Subservicing Agreement. The Servicer that is no longer costs or expenses, including without limitation Servicing Transfer Costs incurred by the Trustee in connection with this Section 3.04 are not paid by the Servicer hereunder shall, upon request pursuant to this Agreement within thirty (30) days of the date of the Trustee's invoice therefor, but at the expense of such predecessor Servicer, deliver to the assuming party all documents and records relating to each Subservicing Agreement or substitute servicing agreement and the Mortgage Loans then being serviced thereunder and an accounting of amounts collected or held by it and otherwise use its best efforts to effect the orderly and efficient transfer of such substitute Subservicing Agreement to the assuming party. The Trustee shall be entitled to be reimbursed from payable out of the predecessor Certificate Account; provided that the terminated Servicer (or shall reimburse the Trust if Issuing Entity for any such expense incurred by the predecessor Servicer is unable to fulfill its obligations hereunder) for all Servicing Transfer Costs.Issuing Entity upon receipt of a reasonably detailed invoice evidencing such expenses. If the Trustee

Trustee to Act as Servicer. If Subject to Sections 6.04 and 7.02, in the event that the Servicer shall for any reason no longer be the Servicer hereunder (including by reason of an Event of Default), the Trustee shall or its designee shall, within 90 a period of time not to exceed ninety (90) days from the date of such timenotice of termination or resignation, assume, if it so elects, or shall appoint a successor Servicer to assume, thereupon assume all of the rights and obligations of the Servicer hereunder arising thereafter (except that the Trustee shall not be (ai) liable for losses of the Servicer Servicer's acts or omissions pursuant to Section 3.12 3.10 hereof or any other acts or omissions of the such predecessor Servicer hereunder, (bii) obligated to make Advances or Servicing Advances if it is prohibited from doing so by applicable law law, (iii) obligated to effectuate repurchases or substitutions of Mortgage Loans hereunder, including pursuant to Section 2.02 or 2.03 hereof, (iv) responsible for any expenses of the Servicer pursuant to Section 2.03 or (cv) deemed to have made any representations and warranties hereunder, including pursuant to Section 2.04 or the first paragraph of Section 6.02 hereof; provided, however that the Trustee (subject to clause (ii) above) or its designee, in its capacity as the successor servicer, shall immediately assume the terminated or resigning Servicer's obligation to make Advances and Servicing Advances). No such termination or resignation shall affect any obligation of the Servicer to pay amounts owed under this Agreement and to perform its duties under this Agreement until its successor assumes all of its rights and obligations hereunder). Any such assumption shall be subject to Sections 7.02 and 8.05. If the Servicer shall for any reason no longer be the Servicer (including by reason of any Event of Default), the Trustee (or the any other successor Servicer may elect to servicer) may, at its option, succeed to any rights and obligations of the Servicer under each Subservicing Agreement or may terminate each Subservicing Agreement. If it has elected to assume any subservicing agreement in accordance with the Subservicing Agreementterms thereof; provided, however, that the Trustee (or any other successor servicer) shall not incur any liability or have any obligations in its capacity as servicer under a subservicing agreement arising prior to the successor Servicer shall be deemed date of such succession unless it expressly elects to have assumed all succeed to the rights and obligations of the Servicer's interest therein Servicer thereunder; and to have replaced the Servicer as a party to any Subservicing Agreement entered into by the Servicer as contemplated by Section 3.02 to the same extent as if the Subservicing Agreement had been assigned to the assuming party except that the Servicer shall not thereby be relieved of any liability or obligations under the subservicing agreement arising prior to the date of such succession. To the extent any costs or expenses, including without limitation, Servicing Transfer Costs incurred by the Trustee in connection with this Section 3.04 or Section 7.02, are not paid by the Servicer pursuant to this Agreement within 30 days of the date of the Trustee's invoice thereof, such amounts shall be payable out of the Certificate Account; provided that if the Servicer has been terminated by reason of an Event of Default, the terminated Servicer shall reimburse the Trust Fund for any such Subservicing expense incurred by the Trust Fund upon receipt of a reasonably detailed invoice evidencing such expenses. If the Trustee is unwilling or unable to act as servicer, the Trustee shall seek to appoint a successor servicer that is eligible in accordance with the criteria specified in this Agreement. The Servicer that is no longer the Servicer hereunder shall, upon request of the Trustee, but at the expense of such predecessor Servicerthe Servicer if the Servicer has been terminated by reason of an Event of Default, deliver to the assuming party all documents and records relating to each Subservicing Agreement or substitute servicing subservicing agreement and the Mortgage Loans then being serviced thereunder and an accounting of amounts collected or held by it and otherwise use its best efforts to effect the orderly and efficient transfer of such substitute Subservicing Agreement the subservicing agreement to the assuming party. The Trustee shall be entitled to be reimbursed from the predecessor Servicer (or the Trust if the predecessor Servicer is unable to fulfill its obligations hereunder) for all Servicing Transfer Costs.

Trustee to Act as Servicer. If In the event that either Servicer shall for any reason no longer be the a Servicer hereunder (including by reason of an Event of Default), the Trustee or its designee shall within 90 days of such time, assume, if it so elects, or shall appoint a successor Servicer to assume, thereupon assume all of the rights and obligations of the such Servicer hereunder arising thereafter (except that the Trustee shall not be (ai) liable for losses of the applicable Servicer pursuant to Section 3.12 3.10 hereof or any acts or omissions of the such predecessor Servicer hereunder, (bii) obligated to make Advances if it is prohibited from doing so by applicable law law, (iii) obligated to effectuate repurchases or substitutions of Mortgage Loans hereunder, including pursuant to Section 2.02 or 2.03 hereof, (iv) responsible for expenses of the applicable Servicer pursuant to Section 2.03 or (cv) deemed to have made any representations and warranties hereunder, including pursuant to Section 2.03 or the first paragraph of the Servicer hereunder). Any such assumption shall be subject to Sections 7.02 and 8.05Section 6.02 hereof. If the either Servicer shall for any reason no longer be the Servicer (including by reason of any Event of Default), the Trustee (or the any other successor Servicer may elect to servicer) may, at its option, succeed to any rights and obligations of the such Servicer under each Subservicing Agreement or may terminate each Subservicing Agreement. If it has elected to assume any subservicing agreement in accordance with the Subservicing Agreementterms thereof; provided, however, that the Trustee (or the any other successor Servicer servicer) shall be deemed to not incur any liability or have assumed all of the Servicer's interest therein and to have replaced the Servicer any obligations in its capacity as servicer under a party to any Subservicing Agreement entered into by the Servicer as contemplated by Section 3.02 subservicing agreement arising prior to the same extent as if the Subservicing Agreement had been assigned date of such succession unless it expressly elects to succeed to the assuming party except that the rights and obligations of such Servicer thereunder; and such Servicer shall not thereby be relieved of any liability or obligations under any the subservicing agreement arising prior to the date of such Subservicing Agreementsuccession. The applicable Servicer that is no longer the Servicer hereunder shall, upon request of the Trustee, but at the expense of such predecessor Servicer, deliver to the assuming party all documents and records relating to each Subservicing Agreement or substitute servicing subservicing agreement and the Mortgage Loans then being serviced thereunder and an accounting of amounts collected or held by it and otherwise use its best efforts to effect the orderly and efficient transfer of such substitute Subservicing Agreement the subservicing agreement to the assuming party. The Trustee shall be entitled to be reimbursed from the predecessor Servicer (or the Trust if the predecessor Servicer is unable to fulfill its obligations hereunder) for all Servicing Transfer Costs.

Trustee to Act as Servicer. If Subject to Sections 6.04 and 7.02, in the event that the Servicer shall for any reason no longer be the Servicer hereunder (including by reason of an Event of Default), the Trustee shall or its designee shall, within 90 a period of time not to exceed ninety (90) days from the date of such timenotice of termination or resignation, assume, if it so elects, or shall appoint a successor Servicer to assume, thereupon assume all of the rights and obligations of the Servicer hereunder arising thereafter (except that the Trustee shall not be (ai) liable for losses of the Servicer pursuant to Section 3.12 3.10 hereof or any acts or omissions of the such predecessor Servicer hereunder, (bii) obligated to make Advances or Servicing Advances if it is prohibited from doing so by applicable law law, (iii) obligated to effectuate repurchases or substitutions of Mortgage Loans hereunder, including pursuant to Section 2.02 or 2.03 hereof, (iv) responsible for any expenses of the Servicer pursuant to Section 2.03 or (cv) deemed to have made any representations and warranties hereunder, including pursuant to Section 2.04 or the first paragraph of Section 6.02 hereof; provided, however that the Trustee (subject to clause (ii) above) or its designee, in its capacity as the successor servicer, shall immediately assume the terminated or resigning Servicer's obligation to make Advances and Servicing Advances). No such termination or resignation shall affect any obligation of the Servicer to pay amounts owed under this Agreement and to perform its duties under this Agreement until its successor assumes all of its rights and obligations hereunder). Any such assumption shall be subject to Sections 7.02 and 8.05. If the Servicer shall for any reason no longer be the Servicer (including by reason of any Event of Default), the Trustee (or the any other successor Servicer may elect to servicer) may, at its option, succeed to any rights and obligations of the Servicer under each Subservicing Agreement or may terminate each Subservicing Agreement. If it has elected to assume any subservicing agreement in accordance with the Subservicing Agreementterms thereof; provided, however, that the Trustee (or any other successor servicer) shall not incur any liability or have any obligations in its capacity as servicer under a subservicing agreement arising prior to the successor Servicer shall be deemed date of such succession unless it expressly elects to have assumed all succeed to the rights and obligations of the Servicer's interest therein Servicer thereunder; and to have replaced the Servicer as a party to any Subservicing Agreement entered into by the Servicer as contemplated by Section 3.02 to the same extent as if the Subservicing Agreement had been assigned to the assuming party except that the Servicer shall not thereby be relieved of any liability or obligations under the subservicing agreement arising prior to the date of such succession. To the extent any costs or expenses, including without limitation, Servicing Transfer Costs incurred by the Trustee in connection with this Section 3.04, are not paid by the Servicer pursuant to this Agreement within 30 days of the date of the Trustee's invoice thereof, such amounts shall be payable out of the Certificate Account; provided that if the Servicer has been terminated by reason of an Event of Default, the terminated Servicer shall reimburse the Issuing Entity for any such Subservicing expense incurred by the Issuing Entity upon receipt of a reasonably detailed invoice evidencing such expenses. If the Trustee is unwilling or unable to act as servicer, the Trustee shall seek to appoint a successor servicer that is eligible in accordance with the criteria specified in this Agreement. The Servicer that is no longer the Servicer hereunder shall, upon request of the Trustee, but at the expense of such predecessor Servicerthe Servicer if the Servicer has been terminated by reason of an Event of Default, deliver to the assuming party all documents and records relating to each Subservicing Agreement or substitute servicing subservicing agreement and the Mortgage Loans then being serviced thereunder and an accounting of amounts collected or held by it and otherwise use its best efforts to effect the orderly and efficient transfer of such substitute Subservicing Agreement the subservicing agreement to the assuming party. The Trustee shall be entitled to be reimbursed from the predecessor Servicer (or the Trust if the predecessor Servicer is unable to fulfill its obligations hereunder) for all Servicing Transfer Costs.

Trustee to Act as Servicer. If In the event that a Servicer shall for any reason no longer be the Servicer a servicer hereunder (including by reason of an Event of Default), the Trustee shall or its designee shall, within 90 a period of time not to exceed ninety (90) days from the date of such timenotice of termination or resignation, assume, if it so elects, or shall appoint a successor Servicer to assume, thereupon assume all of the rights and obligations of the such Servicer hereunder arising thereafter (except that the Trustee shall not be (ai) liable for losses of the Servicer pursuant to Section 3.12 3.10 hereof or for any acts or omissions of the such predecessor Servicer servicer hereunder, (bii) obligated to make Advances if it is prohibited from doing so by applicable law law, (iii) obligated to effectuate repurchases or substitutions of Mortgage Loans hereunder, including pursuant to Section 2.02 or 2.03 hereof, (iv) responsible for any expenses of the Servicer pursuant to Section 2.03 or (cv) deemed to have made any representations and warranties hereunder, including pursuant to Section 2.04 or the first paragraph of Section 6.02 hereof; provided, however, that the Servicer hereunder)Trustee or its designee, in its capacity as a successor servicer, shall immediately assume the Servicer's obligation to make Advances and Servicing Advances. Any such assumption shall be subject to Sections 7.02 Section 7.02. No such termination or resignation shall affect any obligation of a Servicer to pay amounts owed under this Agreement and 8.05to perform its duties under this Agreement until its successor assumes all of its rights and obligations hereunder. If the a Servicer shall for any reason no longer be the Servicer a servicer (including by reason of any Event of Default), the Trustee (or the any other successor Servicer may elect to servicer) may, at its option, succeed to any rights and obligations of such Servicer under any subservicing agreement in accordance with the terms thereof; provided, however, that the Trustee (or any other successor servicer) shall not incur any liability or have any obligations in its capacity as servicer under a subservicing agreement arising prior to the date of such succession unless it expressly elects to succeed to the rights and obligations of the Servicer under each Subservicing Agreement or may terminate each Subservicing Agreement. If it has elected to assume the Subservicing Agreement, the Trustee or the successor Servicer shall be deemed to have assumed all of the Servicer's interest therein thereunder; and to have replaced the Servicer as a party to any Subservicing Agreement entered into by the Servicer as contemplated by Section 3.02 to the same extent as if the Subservicing Agreement had been assigned to the assuming party except that the Servicer shall not thereby be relieved of any liability or obligations under the subservicing agreement arising prior to the date of such succession. To the extent any Servicing Transfer Costs or expenses are not paid by the applicable Servicer pursuant to this Agreement, such amounts shall be payable out of the Certificate Account; provided that the terminated servicer shall reimburse the Trust Fund for any such Subservicing expense incurred by the Trust Fund upon receipt of a reasonably detailed invoice evidencing such expenses. If the Trustee is unwilling or unable to act as servicer, the Trustee shall seek to appoint a successor servicer that is eligible in accordance with the criteria specified this Agreement. Notwithstanding anything contained in this Agreement to the contrary, the Trustee, as successor Servicer, is not responsible for the accounting, records (including computer records) and work of the prior Servicer relating to the collateral (collectively, the "Predecessor Servicer Work Product"), and the Trustee shall have no liability for the acts and omissions of the prior Servicer. If any error, inaccuracy, omission or incorrect or non-standard practice or procedure (collectively, "Errors") exist in any Predecessor Servicer Work Product and such Errors make it materially more difficult to service or should cause or materially contribute to the Trustee making or continuing any Errors (collectively, "Continued Errors"), the Trustee shall have no liability for such Continued Errors; provided, however, that the Trustee agrees to use its best efforts to prevent Continued Errors. In the event that the Trustee becomes aware of Errors or Continued Errors, the Trustee shall, with the prior consent of Depositor, use its best efforts to reconstruct and reconcile such data as is commercially reasonable to correct such Errors and Continued Errors and to prevent future Continued Errors. The Trustee shall be entitled to recover its costs thereby expended in accordance with Section 3.08 and Section 8.06 The applicable Servicer that is no longer the Servicer hereunder shall, upon request of the Trustee, but at the expense of such predecessor the Servicer, deliver to the assuming party all documents and records relating to each Subservicing Agreement or substitute servicing subservicing agreement and the Mortgage Loans then being serviced thereunder and an accounting of amounts collected or held by it and otherwise use its best efforts to effect the orderly and efficient transfer of such substitute Subservicing Agreement the subservicing agreement to the assuming party. The Trustee shall be entitled to be reimbursed from the predecessor Servicer (or the Trust if the predecessor Servicer is unable to fulfill its obligations hereunder) for all Servicing Transfer Costs.

Trustee to Act as Servicer. If Subject to Sections 6.04 and 7.02, in the event that the Servicer shall shall, for any reason reason, no longer be the Servicer servicer hereunder (including by reason of an Event of Default), the Trustee shall or its designee shall, within 90 a period of time not to exceed ninety (90) days from the date of such timenotice of termination or resignation, assume, if it so elects, or shall appoint a successor Servicer to assume, thereupon assume all of the rights and obligations of the Servicer hereunder arising thereafter (except that the Trustee shall not be (ai) liable for losses of the Servicer pursuant to Section 3.12 3.10 hereof or any acts or omissions of the Servicer or any predecessor Servicer servicer hereunder, (bii) obligated to make Advances if it is prohibited from doing so by applicable law law, (iii) obligated to effectuate repurchases or substitutions of Mortgage Loans hereunder, including pursuant to Section 2.02 or 2.03 hereof, (iv) responsible for any expenses of the Servicer pursuant to Section 2.03 or (cv) deemed to have made any representations and warranties hereunder, including pursuant to Section 2.04 or the first paragraph of Section 6.02 hereof; provided, however that the Trustee (subject to clause (ii) above) or its designee, in its capacity as the successor servicer, shall immediately assume the Servicer's obligation to make Advances and Servicing Advances). No such termination or resignation shall affect any obligation of the Servicer to pay amounts owed under this Agreement and to perform its duties under this Agreement until its successor assumes all of its rights and obligations hereunder). Any such assumption shall be subject to Sections 7.02 and 8.05. If the Servicer shall for any reason no longer be the Servicer servicer (including by reason of any Event of Default), the Trustee (or the any other successor Servicer may elect to servicer) may, at its option, succeed to any rights and obligations of the Servicer under each Subservicing Agreement or may terminate each Subservicing Agreement. If it has elected to assume any subservicing agreement in accordance with the Subservicing Agreementterms thereof; provided, however, that the Trustee (or any other successor servicer) shall not incur any liability or have any obligations in its capacity as servicer under a subservicing agreement arising prior to the successor Servicer shall be deemed date of such succession unless it expressly elects to have assumed all succeed to the rights and obligations of the Servicer's interest therein Servicer thereunder; and to have replaced the Servicer as a party to any Subservicing Agreement entered into by the Servicer as contemplated by Section 3.02 to the same extent as if the Subservicing Agreement had been assigned to the assuming party except that the Servicer shall not thereby be relieved of any liability or obligations under any subservicing agreement arising prior to the date of such Subservicing Agreementsuccession. To the extent any costs or expenses, including without limitation Servicing Transfer Costs incurred by the Trustee in connection with this Section 3.04 or Section 7.02, are not paid by the Servicer pursuant to this Agreement within 30 days of the date of the Trustee's invoice thereof, such amounts shall be payable out of the Certificate Account; provided that the terminated servicer shall reimburse the Trust Fund for any such expense incurred by the Trust Fund upon receipt of a reasonably detailed invoice evidencing such expenses. If the Trustee is unwilling or unable to act as servicer, the Trustee shall seek to appoint a successor servicer that is eligible in accordance with the criteria specified in this Agreement and reasonably acceptable to the NIMs Insurer. The Servicer that is no longer the Servicer hereunder shall, upon request of the Trustee, but at the expense of such predecessor the Servicer, deliver to the assuming party all documents and records relating to each Subservicing Agreement or substitute servicing subservicing agreement and the Mortgage Loans then being serviced thereunder and an accounting of amounts collected or held by it and otherwise use its best efforts to effect the orderly and efficient transfer of such substitute Subservicing Agreement the subservicing agreement to the assuming party. The Notwithstanding anything to the contrary above, the Trustee, the Depositor and the NIMs Insurer hereby agree that within 10 Business Days of delivery to the Trustee by the Servicing Rights Pledgee of a letter signed by the Servicer whereby the Servicer shall resign as Servicer under this Agreement, the Servicing Rights Pledgee or its designee shall be entitled appointed as successor servicer (provided that at the time of such appointment the Servicing Rights Pledgee, and for the purpose hereof, it is agreed that the consent and approval of the Trustee, the Depositor and the NIMs Insurer shall be deemed to have been given to the Servicing Rights Pledgee or its designee, and the Servicing Rights Pledgee or its designee are hereby agreed to be reimbursed from acceptable to the predecessor Servicer (Trustee, the Depositor and the NIMs Insurer or such designee meets the Trust if requirements of a successor servicer set forth in Section 7.02 of this Agreement) and the predecessor Servicer is unable Servicing Rights Pledgee agrees to fulfill its obligations hereunder) for all Servicing Transfer Costsbe subject to the terms of this Agreement.

Trustee to Act as Servicer. If Subject to Sections 6.04 and 7.02, in the event that the Servicer shall for any reason no longer be the Servicer servicer hereunder (including by reason of an Event of Default), the Trustee shall or its designee shall, within 90 a period of time not to exceed ninety (90) days from the date of such timenotice of termination or resignation, assume, if it so elects, or shall appoint a successor Servicer to assume, thereupon assume all of the rights and obligations of the Servicer hereunder arising thereafter (except that the Trustee shall not be (ai) liable for losses arising out of the Servicer pursuant to Section 3.12 or any acts or omissions of the predecessor Servicer servicer hereunder, (bii) obligated to make Advances or Servicing Advances if it is prohibited from doing so by applicable law law, (iii) obligated to effectuate repurchases or substitutions of Mortgage Loans hereunder, including pursuant to Section 2.02 or 2.03 hereof, (iv) responsible for any expenses of the Servicer pursuant to Section 2.03 or (cv) deemed to have made any representations and warranties hereunder, including pursuant to Section 2.04 or the first paragraph of Section 6.02 hereof; provided, however that the Trustee (subject to clause (ii) above) or its designee, in its capacity as the successor servicer, shall immediately assume the terminated or resigning Servicer's obligation to make Advances and Servicing Advances). No such termination or resignation shall affect any obligation of the Servicer to pay amounts owed under this Agreement and to perform its duties under this Agreement until its successor assumes all of its rights and obligations hereunder). Any such assumption shall be subject to Sections 7.02 and 8.05. If the Servicer shall for any reason no longer be the Servicer a servicer (including by reason of any Event of Default), the Trustee (or the any other successor Servicer may elect to servicer) may, at its option, succeed to any rights and obligations of the Servicer under each Subservicing Agreement or may terminate each Subservicing Agreement. If it has elected to assume any subservicing agreement in accordance with the Subservicing Agreementterms thereof; provided, however, that the Trustee (or any other successor servicer) shall not incur any liability or have any obligations in its capacity as servicer under a subservicing agreement arising prior to the successor Servicer shall be deemed date of such succession unless it expressly elects to have assumed all succeed to the rights and obligations of the Servicer's interest therein Servicer thereunder; and to have replaced the Servicer as a party to any Subservicing Agreement entered into by the Servicer as contemplated by Section 3.02 to the same extent as if the Subservicing Agreement had been assigned to the assuming party except that the Servicer shall not thereby be relieved of any liability or obligations under the subservicing agreement arising prior to the date of such succession. To the extent any costs or expenses, including without limitation, Servicing Transfer Costs incurred by the Trustee in connection with this Section 3.04 or Section 7.02, are not paid by the Servicer pursuant to this Agreement within 30 days of the date of the Trustee's invoice thereof, such amounts shall be payable out of the Certificate Account; provided that if the Servicer has been terminated by reason of an Event of Default, the terminated servicer shall reimburse the Issuing Entity for any such Subservicing expense incurred by the Issuing Entity upon receipt of a reasonably detailed invoice evidencing such expenses. If the Trustee is unwilling or unable to act as servicer, the Trustee shall seek to appoint a successor servicer that is eligible in accordance with the criteria specified in this Agreement. The Servicer that is no longer the Servicer hereunder shall, upon request of the Trustee, but at the expense of such predecessor Servicerthe Servicer if the Servicer has been terminated by reason of an Event of Default, deliver to the assuming party all documents and records relating to each Subservicing Agreement or substitute servicing subservicing agreement and the Mortgage Loans then being serviced thereunder and an accounting of amounts collected or held by it and otherwise use its best efforts to effect the orderly and efficient transfer of such substitute Subservicing Agreement the subservicing agreement to the assuming party. The Trustee shall be entitled to be reimbursed from the predecessor Servicer (or the Trust if the predecessor Servicer is unable to fulfill its obligations hereunder) for all Servicing Transfer Costs.

Trustee to Act as Servicer. If Subject to Section 7.02, in the event that the Servicer shall for any reason no longer be the Servicer hereunder (including by reason of an Event of Default), the Trustee or its successor shall within 90 days of such time, assume, if it so elects, or shall appoint a successor Servicer to assume, thereupon assume all of the rights and obligations of the Servicer hereunder arising thereafter (except that the Trustee shall not be (ai) liable for losses of the such predecessor Servicer pursuant to Section 3.12 3.10 or any acts or omissions of the such predecessor Servicer hereunder), (bii) obligated to make Advances if it is prohibited from doing so by applicable law effectuate repurchases or substitutions of Mortgage Loans hereunder, including but not limited to repurchases or substitutions pursuant to Section 2.03, (iii) responsible for expenses of such predecessor Servicer pursuant to Section 2.03 or (civ) deemed to have made any representations and warranties of the Servicer hereunder). Any such assumption shall be subject to Sections 7.02 and 8.05Section 7.02. Every Subservicing Agreement entered into by the Servicer shall contain a provision giving the successor Servicer the option to terminate such agreement in the event a successor Servicer is appointed. If the Servicer shall for any reason no longer be the Servicer (including by reason of any Event of Default), the Trustee (or the any other successor Servicer may elect to Servicer) may, at its option, succeed to any rights and obligations of the Servicer under each Subservicing Agreement or may terminate each Subservicing Agreement. If it has elected to assume the Subservicing Agreement, the Trustee or the successor Servicer shall be deemed to have assumed all of the Servicer's interest therein and to have replaced the Servicer as a party to any Subservicing Agreement entered into by in accordance with the terms thereof; provided that the Trustee (or any other successor Servicer) shall not incur any liability or have any obligations in its capacity as successor Servicer under a Subservicing Agreement arising prior to the date of such succession unless it expressly elects to succeed to the rights and obligations of the Servicer as contemplated by Section 3.02 to the same extent as if the Subservicing Agreement had been assigned to the assuming party except that thereunder; and the Servicer shall not thereby be relieved of any liability or obligations under any the Subservicing Agreement arising prior to the date of such Subservicing Agreementsuccession. The Servicer that is no longer the Servicer hereunder shall, upon request of the Trustee, but at the expense of such predecessor the Servicer, deliver to the assuming party all documents and records relating to each Subservicing Agreement or substitute servicing agreement (if any) and the Mortgage Loans then being serviced thereunder and an accounting of amounts collected or and held by it and otherwise use its best efforts to effect the orderly and efficient transfer of such substitute the Subservicing Agreement to the assuming party. The Trustee shall be entitled to be reimbursed from the predecessor Servicer (or the Trust if the predecessor Servicer is unable to fulfill its obligations hereunder) for all Servicing Transfer Costs.Section

Trustee to Act as Servicer. If the Servicer shall for any reason no longer be the Servicer hereunder (including by reason of an Event of Default), the Trustee shall within 90 days of such time, thereupon assume, if it so elects, or shall appoint a successor Servicer to assume, all of the rights and obligations of the Servicer hereunder arising thereafter (except that the Trustee shall not be (a) liable for losses of the Servicer pursuant to Section 3.12 or any acts or omissions of the predecessor Servicer hereunder, (b) obligated to make Advances if it is prohibited from doing so by applicable law or (c) deemed to have made any representations and warranties of the Servicer hereunder). Any such assumption shall be subject to Sections Section 7.02 and 8.05Section 8.05(a). If the Servicer shall for any reason no longer be the Servicer (including by reason of any Event of Default), the Trustee or the successor Servicer may elect to succeed to any rights and obligations of the Servicer under each Subservicing Agreement or may terminate each Subservicing Agreement. If it has elected to assume the Subservicing Agreement, the Trustee or the successor Servicer shall be deemed to have assumed all of the Servicer's interest therein and to have replaced the Servicer as a party to any Subservicing Agreement entered into by the Servicer as contemplated by Section 3.02 to the same extent as if the Subservicing Agreement had been assigned to the assuming party except that the Servicer shall not be relieved of any liability or obligations under any such Subservicing Agreement. The Servicer that is no longer the Servicer hereunder shall, upon request of the Trustee, but at the expense of such predecessor the Servicer, deliver to the assuming party all documents and records relating to each Subservicing Agreement or substitute servicing agreement and the Mortgage Loans then being serviced thereunder and an accounting of amounts collected or held by it and otherwise use its best efforts to effect the orderly and efficient transfer of such substitute Subservicing Agreement to the assuming party. The Trustee shall be entitled to be reimbursed from the predecessor Servicer (or by the Trust Trust, if the predecessor Servicer is unable to fulfill its obligations hereunder) for all Servicing Transfer Costscosts associates with the transfer of servicing from the predecessor servicer, including, without limitation, any costs or expenses associated with the complete transfer of all servicing data and the completion, correction or manipulation of such servicing data as may be required by the Trustee to correct any errors or insufficiencies in the servicing data or otherwise to enable the Trustee to service the Mortgage Loans properly and effectively.

Trustee to Act as Servicer. If In the event that the Servicer shall for any reason no longer be the Servicer hereunder (including by reason of an Event of Default), except as provided under Section 7.02, the Trustee or its successor shall within 90 days of such time, assume, if it so elects, or shall appoint a successor Servicer to assume, thereupon assume all of the rights and obligations of the Servicer hereunder arising thereafter (except that the Trustee shall not be (ai) liable for losses of the Servicer pursuant to Section 3.12 3.10 or any acts or omissions of the predecessor Servicer hereunder, (bii) obligated to make Advances if it is prohibited from doing so by applicable law law, (iii) obligated to effectuate repurchases or substitutions of Mortgage Loans hereunder, including but not limited to repurchases or substitutions pursuant to Section 2.03, (iv) responsible for expenses of the Servicer pursuant to Section 2.03 or (cv) deemed to have made any representations and warranties of the Servicer hereunder). Any such assumption shall be subject to Sections 7.02 and 8.05Section 7.02. Every subservicing agreement entered into by the Servicer shall contain a provision giving the successor Servicer the option to terminate such agreement in the event a successor Servicer is appointed. If the Servicer shall for any reason no longer be the Servicer (including by reason of any Event of Default), the Trustee (or the any other successor Servicer may elect to Servicer) may, at its option, succeed to any rights and obligations of the Servicer under each Subservicing Agreement or may terminate each Subservicing Agreement. If it has elected to assume any subservicing agreement in accordance with the Subservicing Agreement, terms thereof; provided that the Trustee (or the any other successor Servicer) shall not incur any liability or have any obligations in its capacity as successor Servicer shall be deemed under a subservicing agreement arising prior to have assumed all the date of such succession unless it expressly elects to succeed to the rights and obligations of the Servicer's interest therein Servicer thereunder; and to have replaced the Servicer as a party to any Subservicing Agreement entered into by the Servicer as contemplated by Section 3.02 to the same extent as if the Subservicing Agreement had been assigned to the assuming party except that the Servicer shall not thereby be relieved of any liability or obligations under any the subservicing agreement arising prior to the date of such Subservicing Agreementsuccession. The Servicer that is no longer the Servicer hereunder shall, upon request of the Trustee, but at the expense of such predecessor the Servicer, deliver to the assuming party all documents and records relating to each Subservicing Agreement or substitute servicing subservicing agreement (if any) and the Mortgage Loans then being serviced thereunder and an accounting of amounts collected or held by it and otherwise use its best efforts to effect the orderly and efficient transfer of such substitute Subservicing Agreement the subservicing agreement to the assuming party. The Trustee shall be entitled to be reimbursed from the predecessor Servicer (or the Trust if the predecessor Servicer is unable to fulfill its obligations hereunder) for all Servicing Transfer Costs.

Trustee to Act as Servicer. If In the event that the Servicer shall for any reason no longer be the Servicer servicer hereunder (including by reason of an Event of Default), the Trustee shall or its designee shall, within 90 a period of time not to exceed ninety (90) days from the date of such timenotice of termination or resignation, assume, if it so elects, or shall appoint a successor Servicer to assume, thereupon assume all of the rights and obligations of the Servicer hereunder arising thereafter (except that the Trustee shall not be (ai) liable for losses of the Servicer pursuant to Section 3.12 3.10 hereof or for any acts or omissions of the such predecessor Servicer servicer hereunder, (bii) obligated to make Advances if it is prohibited from doing so by applicable law law, (iii) obligated to effectuate repurchases or substitutions of Mortgage Loans hereunder, including pursuant to Section 2.02 or 2.03 hereof, (iv) responsible for any expenses of the Servicer pursuant to Section 2.03 or (cv) deemed to have made any representations and warranties hereunder, including pursuant to Section 2.04 or the first paragraph of Section 6.02 hereof; provided, however that the Servicer hereunder)Trustee or its designee, in its capacity as the successor servicer, shall immediately assume the Servicer's obligation to make Advances and Servicing Advances. Any such assumption shall be subject to Sections 7.02 Section 7.02. No such termination or resignation shall affect any obligation of the Servicer to pay amounts owed under this Agreement and 8.05to perform its duties under this Agreement until its successor assumes all of its rights and obligations hereunder. If the Servicer shall for any reason no longer be the Servicer servicer (including by reason of any Event of Default), the Trustee (or the any other successor Servicer may elect to servicer) may, at its option, succeed to any rights and obligations of the Servicer under each Subservicing Agreement or may terminate each Subservicing Agreement. If it has elected to assume any subservicing agreement in accordance with the Subservicing Agreementterms thereof; provided, however, that the Trustee (or any other successor servicer) shall not incur any liability or have any obligations in its capacity as servicer under a subservicing agreement arising prior to the successor Servicer shall be deemed date of such succession unless it expressly elects to have assumed all succeed to the rights and obligations of the Servicer's interest therein Servicer thereunder; and to have replaced the Servicer as a party to any Subservicing Agreement entered into by the Servicer as contemplated by Section 3.02 to the same extent as if the Subservicing Agreement had been assigned to the assuming party except that the Servicer shall not thereby be relieved of any liability or obligations under the subservicing agreement arising prior to the date of such succession. To the extent any Servicing Transfer Costs or expenses are not paid by the Servicer pursuant to this Agreement, such amounts shall be payable out of the Certificate Account; provided that the terminated servicer shall reimburse the Trust Fund for any such Subservicing Agreementexpense incurred by the Trust Fund upon receipt of a reasonably detailed invoice evidencing such expenses. If the Trustee is unwilling or unable to act as servicer, or if the NIMs Insurer so directs the Trustee, the Trustee shall seek to appoint a successor servicer that is eligible in accordance with the criteria specified this Agreement and reasonably acceptable to the NIMs Insurer. The Servicer that is no longer the Servicer hereunder shall, upon request of the Trustee, but at the expense of such predecessor the Servicer, deliver to the assuming party all documents and records relating to each Subservicing Agreement or substitute servicing subservicing agreement and the Mortgage Loans then being serviced thereunder and an accounting of amounts collected or held by it and otherwise use its best efforts to effect the orderly and efficient transfer of such substitute Subservicing Agreement the subservicing agreement to the assuming party. The Trustee shall be entitled to be reimbursed from the predecessor Servicer (or the Trust if the predecessor Servicer is unable to fulfill its obligations hereunder) for all Servicing Transfer Costs.

Trustee to Act as Servicer. If In the event that a Servicer shall for any reason no longer be the a Servicer hereunder (including by reason of an Event of Default), the Trustee or its successor shall within 90 days of such time, assume, if it so elects, or shall appoint a successor Servicer to assume, thereupon assume all of the rights and obligations of the that Servicer hereunder arising thereafter (except that the Trustee shall not be (ai) liable for losses of the such Servicer pursuant to Section 3.12 3.09 hereof or any acts or omissions of the predecessor Servicer hereunder), (bii) obligated to make Advances if it is prohibited from doing so by applicable law law, (iii) obligated to effectuate repurchases or substitutions of Mortgage Loans hereunder including, but not limited to, repurchases or substitutions of Mortgage Loans pursuant to Section 2.02 or 2.03 hereof, (iv) responsible for expenses of that Servicer pursuant to Section 2.03 or (cv) deemed to have made any representations and warranties of the that Servicer hereunder). Any such assumption shall be subject to Sections Section 7.02 and 8.05hereof. If the a Servicer shall for any reason no longer be the a Servicer (including by reason of any Event of Default), the Trustee or the its successor Servicer may elect to shall succeed to any rights and obligations of the that Servicer under each Subservicing Agreement or may terminate each Subservicing Agreement. If it has elected subservicing agreement; provided, however, that, if Countrywide shall no longer be a Servicer, Countrywide shall thereafter continue to assume be entitled to receive the Subservicing AgreementExcess Servicing Fee with respect to the Countrywide Mortgage Loans, the Trustee or the and any successor Servicer servicer shall be deemed entitled to have assumed all of receive only the Servicer's interest therein and to have replaced the Servicer as a party to any Subservicing Agreement entered into by the Servicer as contemplated by Section 3.02 Basic Servicing Fee with respect to the same extent as if the Subservicing Agreement had been assigned to the assuming party except that the Countrywide Mortgage Loans. Each Servicer shall not be relieved of any liability or obligations under any such Subservicing Agreement. The Servicer that is no longer the Servicer hereunder shall, upon request of the Trustee, but at the respective expense of each such predecessor Servicer, deliver to the assuming party all documents and records relating to each Subservicing Agreement subservicing agreement or substitute servicing subservicing agreement and the Mortgage Loans then being serviced thereunder and an accounting of amounts collected or held by it and otherwise use its best efforts to effect the orderly and efficient transfer of such the substitute Subservicing Agreement subservicing agreement to the assuming party. The Trustee shall be entitled to be reimbursed from the predecessor Servicer (or the Trust if the predecessor Servicer is unable to fulfill its obligations hereunder) for all Servicing Transfer Costs.

Trustee to Act as Servicer. If In the event that the Servicer shall for any reason no longer be the Servicer hereunder (including by reason of an a Servicer Event of DefaultTermination), the Trustee or its successor shall within 90 days of such time, assume, if it so elects, or shall appoint a successor Servicer to assume, in accordance with Section 7.02 thereupon assume all of the rights and obligations of the Servicer hereunder arising thereafter (except that the Trustee shall not be (ai) liable for losses of the Servicer pursuant to Section 3.12 3.09 hereof or any acts or omissions of the predecessor Servicer hereunder), (bii) obligated to make Advances if it is prohibited from doing so by applicable law law, (iii) obligated to effectuate repurchases or substitutions of Mortgage Loans hereunder including, but not limited to, repurchases or substitutions of Mortgage Loans pursuant to Section 2.02 or 2.03 hereof, (iv) responsible for expenses of the Servicer pursuant to Section 2.03 or (cv) deemed to have made any representations and warranties of the Servicer pursuant to Section 2.09 hereunder). Any such assumption shall be subject to Sections Section 7.02 and 8.05hereof. If the Servicer shall for any reason no longer be the Servicer (including by reason of any Servicer Event of DefaultTermination), the Trustee or the its successor Servicer may elect to may, but shall not be obligated to, succeed to any rights and obligations of the Servicer under each Subservicing Agreement or may terminate each Subservicing Agreement. If it has elected to assume the Subservicing Agreement, the Trustee or the successor Servicer shall be deemed to have assumed all of the Servicer's interest therein and to have replaced the Servicer as a party to any Subservicing Agreement entered into by the Servicer as contemplated by Section 3.02 to the same extent as if the Subservicing Agreement had been assigned to the assuming party except that the Servicer shall not be relieved of any liability or obligations under any such Subservicing Agreementsubservicing agreement. The Servicer that is no longer the Servicer hereunder shall, upon request of the Trustee, but at the expense of such predecessor the Servicer, deliver to the assuming party all documents and records relating to each Subservicing Agreement subservicing agreement or substitute servicing subservicing agreement and the Mortgage Loans then being serviced thereunder and an accounting of amounts collected or held by it and otherwise use its best efforts to effect the orderly and efficient transfer of such the substitute Subservicing Agreement subservicing agreement to the assuming party. The Trustee or successor servicer shall be entitled to be reimbursed from the predecessor Servicer for all costs associated with the transfer of servicing from the Servicer, including, without limitation, any costs or expenses associated with the complete transfer of all servicing data and the completion, correction or manipulation of such servicing data as may be required by the Trustee or successor servicer to correct any errors or insufficiencies in the servicing data or otherwise to enable the Trustee or successor servicer to service the Mortgage Loans properly and effectively. If the Servicer does not pay such reimbursement within thirty (or 30) days of its receipt of an invoice therefor, such reimbursement shall be an expense of the Trust if and the predecessor Trustee shall be entitled to withdraw such reimbursement from amounts on deposit in the Distribution Account pursuant to Section 3.08(b)(iv); provided that the Servicer shall reimburse the Trust for any such expense incurred by the Trust; and provided, further, that the Trustee shall decide whether and to what extent it is unable in the best interest of the Certificateholders to fulfill its obligations hereunder) for all Servicing Transfer Costspursue any remedy against any party obligated to make such reimbursement.

Trustee to Act as Servicer. If Subject to Sections 6.04 and 7.02, in the event that the Servicer shall for any reason no longer be the Servicer hereunder (including by reason of an Event of Default), the Trustee shall within 90 days of such time, assumeor successor servicer, if it so electsapplicable, shall, within a period of time not to exceed ninety (90) days from the date of notice of termination or shall appoint a successor Servicer to assumeresignation, thereupon assume all of the rights and obligations of the Servicer hereunder arising thereafter (except that the Trustee shall not be (ai) liable for losses of the Servicer pursuant to Section 3.12 3.10 hereof or any acts or omissions of the such predecessor Servicer hereunder, (bii) obligated to make Advances or Servicing Advance if it is prohibited from doing so by applicable law law, (iii) obligated to effectuate repurchases or substitutions of Mortgage Loans hereunder, including pursuant to Section 2.02 or 2.03 hereof, (iv) responsible for any expenses of the Servicer pursuant to Section 2.03 or (cv) deemed to have made any representations and warranties hereunder, including pursuant to Section 2.04 or the first paragraph of Section 6.02 hereof; provided, however that the Trustee (subject to clause (ii) above) or its designee, in its capacity as the successor servicer, shall immediately assume the terminated or resigning Servicer's obligation to make Advances and Servicing Advances. No such termination shall affect any obligation of the Servicer to pay amounts owed under this Agreement and to perform its duties under this Agreement until its successor assumes all of its rights and obligations hereunder). Any such assumption shall be subject to Sections 7.02 and 8.05. If the Servicer shall for any reason no longer be the Servicer (including by reason of any Event of Default), the Trustee (or the any other successor Servicer may elect to servicer) may, at its option, succeed to any rights and obligations of the Servicer under each Subservicing Agreement or may terminate each Subservicing Agreement. If it has elected to assume any subservicing agreement in accordance with the Subservicing Agreementterms thereof; provided, however, that the Trustee (or any other successor servicer) shall not incur any liability or have any obligations in its capacity as servicer under a subservicing agreement arising prior to the successor Servicer shall be deemed date of such succession unless it expressly elects to have assumed all succeed to the rights and obligations of the Servicer's interest therein Servicer thereunder; and to have replaced the Servicer as a party to any Subservicing Agreement entered into by the Servicer as contemplated by Section 3.02 to the same extent as if the Subservicing Agreement had been assigned to the assuming party except that the Servicer shall not thereby be relieved of any liability or obligations under the subservicing agreement arising prior to the date of such succession. To the extent any costs or expenses, including without limitation Servicing Transfer Costs incurred by the Trustee in connection with this Section 3.04, are not paid by the Servicer pursuant to this Agreement within 30 days of the date of the Trustee's invoice thereof, such amounts shall be payable out of the Certificate Account; provided that the terminated Servicer shall reimburse the Trust Fund for any such Subservicing Agreementexpense incurred by the Trust Fund upon receipt of a reasonably detailed invoice evidencing such expenses. If the Trustee is unwilling or unable to act as servicer, or if the NIMs Insurer so directs the Trustee, the Trustee shall seek to appoint a successor servicer that is eligible in accordance with the criteria specified this Agreement and reasonably acceptable to the NIMs Insurer. The Servicer that is no longer the Servicer hereunder shall, upon request of the Trustee, but at the expense of such predecessor the Servicer, deliver to the assuming party all documents and records relating to each Subservicing Agreement or substitute servicing subservicing agreement and the Mortgage Loans then being serviced thereunder and an accounting of amounts collected or held by it and otherwise use its best efforts to effect the orderly and efficient transfer of such substitute Subservicing Agreement the subservicing agreement to the assuming party. The In the event that the Servicer shall for any reason no longer be able to be the Servicer hereunder, notwithstanding anything to the contrary above, the Trustee and the Depositor hereby agree that within 10 Business Days of delivery to the Trustee by the Servicing Rights Pledgee of a letter signed by the Servicer whereby the Servicer shall resign as Servicer under this Agreement, the Servicing Rights Pledgee or its designee shall be entitled 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 reimbursed from subject to the predecessor terms of this Agreement. Notwithstanding anything in this Agreement to the contrary, the NIMs Insurer shall not have any right to approve the Servicing Rights Pledge or its designee as successor Servicer (or to consent to the Trust if appointment of the predecessor Servicer is unable to fulfill Servicing Rights Pledgee or its obligations hereunder) for all Servicing Transfer Costsdesignee as successor Servicer.

Trustee to Act as Servicer. If In the event that the Servicer shall for any reason no longer be the Servicer hereunder (including by reason of an Event of Default), the Trustee or its successor shall within 90 days of such time, assume, if it so elects, or shall appoint a successor Servicer to assume, thereupon assume all of the rights and obligations of the Servicer hereunder arising thereafter (except that the Trustee shall not be (ai) liable for losses of the Servicer pursuant to Section 3.12 3.10 or any acts or omissions of the predecessor Servicer hereunder), (bii) obligated to make Advances if it is prohibited from doing so by applicable law law, (iii) obligated to effectuate repurchases or substitutions of Mortgage Loans hereunder, including, but not limited to, repurchases or substitutions pursuant to Section 2.03, (iv) responsible for expenses of the Servicer pursuant to Section 2.03 or (cv) deemed to have made any representations and warranties of the Servicer hereunder). Any such assumption shall be subject to Sections 7.02 and 8.05Section 7.02. Every subservicing agreement entered into by the Servicer shall contain a provision giving the successor Servicer the option to terminate such agreement in the event a successor Servicer is appointed. If the Servicer shall for any reason no longer be the Servicer (including by reason of any Event of Default), the Trustee (or the any other successor Servicer may elect to Servicer) may, at its option, succeed to any rights and obligations of the Servicer under each Subservicing Agreement or may terminate each Subservicing Agreement. If it has elected to assume any subservicing agreement in accordance with the Subservicing Agreement, terms thereof; PROVIDED that the Trustee (or the any other successor Servicer) shall not incur any liability or have any obligations in its capacity as successor Servicer shall be deemed under a subservicing agreement arising prior to have assumed all the date of such succession unless it expressly elects to succeed to the rights and obligations of the Servicer's interest therein Servicer thereunder; and to have replaced the Servicer as a party to any Subservicing Agreement entered into by the Servicer as contemplated by Section 3.02 to the same extent as if the Subservicing Agreement had been assigned to the assuming party except that the Servicer shall not thereby be relieved of any liability or obligations under any the subservicing agreement arising prior to the date of such Subservicing Agreementsuccession. The Servicer that is no longer the Servicer hereunder shall, upon request of the Trustee, but at the expense of such predecessor the Servicer, deliver to the assuming party all documents and records relating to each Subservicing Agreement or substitute servicing subservicing agreement (if any) and the Mortgage Loans then being serviced thereunder and an accounting of amounts collected or held by it and otherwise use its best efforts to effect the orderly and efficient transfer of such substitute Subservicing Agreement the subservicing agreement to the assuming party. The Trustee shall be entitled to be reimbursed from the predecessor Servicer (or the Trust if the predecessor Servicer is unable to fulfill its obligations hereunder) for all Servicing Transfer Costs.

Trustee to Act as Servicer. If In the event that the Servicer shall for any reason no longer be the Servicer hereunder (including by reason of an a Servicer Event of DefaultTermination), the Trustee or its successor shall within 90 days of such time, assume, if it so elects, or shall appoint a successor Servicer to assume, in accordance with Section 7.02 thereupon assume all of the rights and obligations of the Servicer hereunder arising thereafter (except that the Trustee shall not be (ai) liable for losses of the Servicer pursuant to Section 3.12 3.09 hereof or any acts or omissions of the predecessor Servicer hereunder), (bii) obligated to make Advances if it is prohibited from doing so by applicable law law, (iii) obligated to effectuate repurchases or substitutions of Mortgage Loans hereunder including, but not limited to, repurchases or substitutions of Mortgage Loans pursuant to Section 2.02 or 2.03 hereof, (iv) responsible for expenses of the Servicer pursuant to Section 2.03 or (cv) deemed to have made any representations and warranties of the Servicer pursuant to Section 2.09 hereunder). Any such assumption shall be subject to Sections Section 7.02 and 8.05hereof. If the Servicer shall for any reason no longer be the Servicer (including by reason of any Servicer Event of DefaultTermination), the Trustee or the its successor Servicer may elect to may, but shall not be obligated to, succeed to any rights and obligations of the Servicer under each Subservicing Agreement or may terminate each Subservicing Agreement. If it has elected to assume the Subservicing Agreement, the Trustee or the successor Servicer shall be deemed to have assumed all of the Servicer's interest therein and to have replaced the Servicer as a party to any Subservicing Agreement entered into by the Servicer as contemplated by Section 3.02 to the same extent as if the Subservicing Agreement had been assigned to the assuming party except that the Servicer shall not be relieved of any liability or obligations under any such Subservicing Agreementsubservicing agreement. The Servicer that is no longer the Servicer hereunder shall, upon request of the Trustee, but at the expense of such predecessor the Servicer, deliver to the assuming party all documents and records relating to each Subservicing Agreement subservicing agreement or substitute servicing subservicing agreement and the Mortgage Loans then being serviced thereunder and an accounting of amounts collected or held by it and otherwise use its best efforts to effect the orderly and efficient transfer of such the substitute Subservicing Agreement subservicing agreement to the assuming party. The Trustee or successor servicer shall be entitled to be reimbursed from the predecessor Servicer (or the Trust if the predecessor Servicer is unable to fulfill its obligations hereunder) for all Servicing Transfer Costscosts associated with the transfer of servicing from the Servicer, including, without limitation, any costs or expenses associated with the complete transfer of all servicing data and the completion, correction or manipulation of such servicing data as may be required by the Trustee or successor servicer to correct any errors or insufficiencies in the servicing data or otherwise to enable the Trustee or successor servicer to service the Mortgage Loans properly and effectively.

Trustee to Act as Servicer. If Subject to Sections 6.04 and 7.03, in the event that the Servicer shall shall, for any reason reason, no longer be the Servicer servicer hereunder (including by reason of an Event of Default), the Trustee shall or its designee shall, within 90 a period of time not to exceed ninety (90) days from the date of such timenotice of termination or resignation, assume, if it so elects, or shall appoint a successor Servicer to assume, thereupon assume all of the rights and obligations of the Servicer hereunder arising thereafter (except that the Trustee shall not be (ai) liable for losses of the Servicer pursuant to Section 3.12 3.10 hereof or any acts or omissions of the Servicer or any predecessor Servicer servicer hereunder, (bii) obligated to make Advances if it is prohibited from doing so by applicable law law, (iii) obligated to effectuate repurchases or substitutions of Mortgage Loans hereunder, including pursuant to Section 2.02 or 2.03 hereof, (iv) responsible for any expenses of the Servicer pursuant to Section 2.03 or (cv) deemed to have made any representations and warranties hereunder, including pursuant to Section 2.04 or the first paragraph of Section 6.02 hereof; provided, however that the Trustee (subject to clause (ii) above) or its designee, in its capacity as the successor servicer, shall immediately assume the Servicer's obligation to make Advances and Servicing Advances). No such termination or resignation shall affect any obligation of the Servicer to pay amounts owed under this Agreement and to perform its duties under this Agreement until its successor assumes all of its rights and obligations hereunder). Any such assumption shall be subject to Sections 7.02 and 8.05. If the Servicer shall for any reason no longer be the Servicer servicer (including by reason of any Event of Default), the Trustee (or the any other successor Servicer may elect to servicer) may, at its option, succeed to any rights and obligations of the Servicer under each Subservicing Agreement or may terminate each Subservicing Agreement. If it has elected to assume any subservicing agreement in accordance with the Subservicing Agreementterms thereof; provided, however, that the Trustee (or any other successor servicer) shall not incur any liability or have any obligations in its capacity as servicer under a subservicing agreement arising prior to the successor Servicer shall be deemed date of such succession unless it expressly elects to have assumed all succeed to the rights and obligations of the Servicer's interest therein Servicer thereunder; and to have replaced the Servicer as a party to any Subservicing Agreement entered into by the Servicer as contemplated by Section 3.02 to the same extent as if the Subservicing Agreement had been assigned to the assuming party except that the Servicer shall not thereby be relieved of any liability or obligations under any subservicing agreement arising prior to the date of such Subservicing Agreementsuccession. To the extent any costs or expenses, including without limitation Servicing Transfer Costs incurred by the Trustee in connection with this Section 3.04 or Section 11.02, are not paid by the Servicer pursuant to this Agreement within 30 days of the date of the Trustee's invoice thereof, such amounts shall be payable out of the Certificate Account; provided that the terminated servicer shall reimburse the Trust Fund for any such expense incurred by the Trust Fund upon receipt of a reasonably detailed invoice evidencing such expenses. If the Trustee is unwilling or unable to act as servicer, the Trustee shall seek to appoint a successor servicer that is eligible in accordance with the criteria specified in this Agreement and reasonably acceptable to the NIMs Insurer. The Servicer that is no longer the Servicer hereunder shall, upon request of the Trustee, but at the expense of such predecessor the Servicer, deliver to the assuming party all documents and records relating to each Subservicing Agreement or substitute servicing subservicing agreement and the Mortgage Loans then being serviced thereunder and an accounting of amounts collected or held by it and otherwise use its best efforts to effect the orderly and efficient transfer of such substitute Subservicing Agreement the subservicing agreement to the assuming party. The Notwithstanding anything to the contrary above, the Trustee and the Depositor hereby agree that within 10 Business Days of delivery to the Trustee by the Servicing Rights Pledgee of a letter signed by the Servicer whereby the Servicer shall resign as Servicer under this Agreement, the Servicing Rights Pledgee or its designee shall be entitled appointed as successor servicer (provided that at the time of such appointment the Servicing Rights Pledgee or such designee meets the requirements of a successor servicer set forth in Section 7.03 of this Agreement) and the Servicing Rights Pledgee agrees to be reimbursed from subject to the predecessor Servicer (or the Trust if the predecessor Servicer is unable to fulfill its obligations hereunder) for all Servicing Transfer Coststerms of this Agreement.

Trustee to Act as Servicer. If the Servicer shall for any reason no longer be the Servicer hereunder (including by reason of an Event of Default), the Trustee shall within 90 ninety (90) days of such time, assume, if it so elects, or shall appoint a successor Servicer to assume, all of the rights and obligations of the Servicer hereunder arising thereafter (except that the Trustee shall not be (a) liable for losses of the Servicer pursuant to Section 3.12 or any acts or omissions of the predecessor Servicer hereunder, (b) obligated to make Advances if it is prohibited from doing so by applicable law or (c) deemed to have made any representations and warranties of the Servicer hereunder). Any such assumption shall be subject to Sections 7.02 and 8.05. If the Servicer shall for any reason no longer be the Servicer (including by reason of any Event of Default), the Trustee or the successor Servicer may elect to succeed to any rights and obligations of the Servicer under each Subservicing Agreement or may terminate each Subservicing Agreement. If it has elected to assume the Subservicing Agreement, the Trustee or the successor Servicer shall be deemed to have assumed all of the Servicer's interest therein and to have replaced the Servicer as a party to any Subservicing Agreement entered into by the Servicer as contemplated by Section 3.02 to the same extent as if the Subservicing Agreement had been assigned to the assuming party except that the Servicer shall not be relieved of any liability or obligations under any such Subservicing Agreement. The Servicer that is no longer the a Servicer hereunder shall, upon request of the Trustee, but at the expense of such predecessor Servicer, deliver to the assuming party all documents and records relating to each Subservicing Agreement or substitute servicing agreement and the Mortgage Loans then being serviced thereunder and an accounting of amounts collected or held by it and otherwise use its best efforts to effect the orderly and efficient transfer of such substitute Subservicing Agreement to the assuming party. The Trustee shall be entitled to be reimbursed from the predecessor Servicer (or the Trust if the predecessor Servicer is unable to fulfill its obligations hereunder) for all Servicing Transfer Costs.

Trustee to Act as Servicer. If the Servicer shall for any reason no longer be the Servicer hereunder (including by reason of an Event of Default), the Trustee shall within 90 days of such time, assume, if it so elects, or shall appoint a successor Servicer to assume, all of the rights and obligations of the Servicer hereunder arising thereafter (except that the Trustee shall not be (a) liable for losses of the Servicer pursuant to Section 3.12 or any acts or omissions of the predecessor Servicer hereunder, (b) obligated to make Advances if it is prohibited from doing so by applicable law or (c) deemed to have made any representations and warranties of the Servicer hereunder). Any such assumption shall be subject to Sections 7.02 and 8.05Section 7.02. If the Servicer shall for any reason no longer be the Servicer (including by reason of any Event of Default), the Trustee or the successor Servicer may elect to succeed to any rights and obligations of the Servicer under each Subservicing Agreement or may terminate each Subservicing Agreement. If it has elected to assume the Subservicing Agreement, the Trustee or the successor Servicer shall be deemed to have assumed all of the Servicer's interest therein and to have replaced the Servicer as a party to any Subservicing Agreement entered into by the Servicer as contemplated by Section 3.02 to the same extent as if the Subservicing Agreement had been assigned to the assuming party except that the Servicer shall not be relieved of any liability or obligations under any such Subservicing Agreement. The Servicer that is no longer the Servicer hereunder shall, upon request of the Trustee, but at the expense of such predecessor the Servicer, deliver to the assuming party all documents and records relating to each Subservicing Agreement or substitute servicing agreement and the Mortgage Loans then being serviced thereunder and an accounting of amounts collected or held by it and otherwise use its best efforts to effect the orderly and efficient transfer of such substitute Subservicing Agreement to the assuming party. The Trustee shall be entitled to be reimbursed from the predecessor Servicer (or the Trust if the predecessor Servicer is unable to fulfill its obligations hereunder) for all Servicing Transfer Costs.

Trustee to Act as Servicer. If In the event that the Servicer shall for any reason no longer be the Servicer hereunder (including by reason of an Event of Default), the Trustee shall or its designee shall, within 90 a period of time not to exceed ninety (90) days from the date of such timenotice of termination or resignation, assume, if it so elects, or shall appoint a successor Servicer to assume, thereupon assume all of the rights and obligations of the Servicer hereunder arising thereafter (except that the Trustee shall not be (ai) liable for losses of the Servicer pursuant to Section 3.12 3.10 hereof or any acts or omissions of the such predecessor Servicer hereunder, (bii) obligated to make Advances or Servicing Advance if it is prohibited from doing so by applicable law law, (iii) obligated to effectuate repurchases or substitutions of Mortgage Loans hereunder, including pursuant to Section 2.02 or 2.03 hereof, (iv) responsible for any expenses of the Servicer pursuant to Section 2.03 or (cv) deemed to have made any representations and warranties hereunder, including pursuant to Section 2.04 or the first paragraph of Section 6.02 hereof; provided, however that the Trustee (subject to clause (ii) above) or its designee, in its capacity as the successor servicer, shall immediately assume the terminated or resigning Servicer's obligation to make Advances and Servicing Advances. No such termination shall affect any obligation of the Servicer to pay amounts owed under this Agreement and to perform its duties under this Agreement until its successor assumes all of its rights and obligations hereunder). Any such assumption shall be subject to Sections 7.02 and 8.05. If the Servicer shall for any reason no longer be the Servicer (including by reason of any Event of Default), the Trustee (or the any other successor Servicer may elect to servicer) may, at its option, succeed to any rights and obligations of the Servicer under each Subservicing Agreement or may terminate each Subservicing Agreement. If it has elected to assume any subservicing agreement in accordance with the Subservicing Agreementterms thereof; provided, however, that the Trustee (or any other successor servicer) shall not incur any liability or have any obligations in its capacity as servicer under a subservicing agreement arising prior to the successor Servicer shall be deemed date of such succession unless it expressly elects to have assumed all succeed to the rights and obligations of the Servicer's interest therein Servicer thereunder; and to have replaced the Servicer as a party to any Subservicing Agreement entered into by the Servicer as contemplated by Section 3.02 to the same extent as if the Subservicing Agreement had been assigned to the assuming party except that the Servicer shall not thereby be relieved of any liability or obligations under the subservicing agreement arising prior to the date of such succession. To the extent any costs or expenses, including without limitation Servicing Transfer Costs incurred by the Trustee in connection with this Section 3.04, are not paid by the Servicer pursuant to this Agreement within 30 days of the date of the Trustee's invoice thereof, such amounts shall be payable out of the Certificate Account; provided that the terminated Servicer shall reimburse the Trust Fund for any such Subservicing Agreementexpense incurred by the Trust Fund upon receipt of a reasonably detailed invoice evidencing such expenses. If the Trustee is unwilling or unable to act as servicer, or if the NIMs Insurer so directs the Trustee, the Trustee shall seek to appoint a successor servicer that is eligible in accordance with the criteria specified this Agreement and reasonably acceptable to the NIMs Insurer. The Servicer that is no longer the Servicer hereunder shall, upon request of the Trustee, but at the expense of such predecessor the Servicer, deliver to the assuming party all documents and records relating to each Subservicing Agreement or substitute servicing subservicing agreement and the Mortgage Loans then being serviced thereunder and an accounting of amounts collected or held by it and otherwise use its best efforts to effect the orderly and efficient transfer of such substitute Subservicing Agreement the subservicing agreement to the assuming party. The Unless an Event of Default exists, in the event that the Servicer shall for any reason no longer be able to be the Servicer hereunder, notwithstanding anything to the contrary above, the Trustee and the Depositor hereby agree that within 10 Business Days of delivery to the Trustee by the Servicing Rights Pledgee of a letter signed by the Servicer whereby the Servicer shall resign as Servicer under this Agreement, the Servicing Rights Pledgee or its designee shall be entitled 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 reimbursed from subject to the predecessor Servicer (or the Trust if the predecessor Servicer is unable to fulfill its obligations hereunder) for all Servicing Transfer Coststerms of this Agreement.

Trustee to Act as Servicer. If Subject to Sections 6.04 and 7.02, in the event that the Servicer shall for any reason no longer be the Servicer servicer hereunder (including by reason of an Event of Default), the Trustee shall within 90 days or its designee (provided that such designee must be acceptable to the Class A Certificate Insurer) (i) may, in its discretion but with prior written consent of the Class A Certificate Insurer (such timeconsent not to be unreasonably withheld), assume(ii) shall, at the direction of the NIMS Insurer, if it so electsany, with prior written consent of the Class A Certificate Insurer, (iii) shall, at the direction of the Class A Certificate Insurer, or (iv) shall appoint at the direction of the certificateholders with prior written consent of the Class A Certificate Insurer, within a successor Servicer period of time not to assumeexceed ninety (90) days from the date of notice of termination or resignation, thereupon assume all of the rights and obligations of the Servicer hereunder arising thereafter (except that the Trustee shall not be (ai) liable for losses arising out of the Servicer pursuant to Section 3.12 or any acts or omissions of the predecessor Servicer servicer hereunder, (bii) obligated to make Advances or Servicing Advances if it is prohibited from doing so by applicable law law, (iii) obligated to effectuate repurchases or substitutions of Mortgage Loans hereunder, including pursuant to Section 2.02, 2.03 or 2.05 hereof, (iv) responsible for any expenses of the Servicer pursuant to Section 2.03 or (cv) deemed to have made any representations and warranties hereunder, including pursuant to Section 2.04 or the first paragraph of Section 6.02 hereof; provided, however that the Trustee (subject to clause (ii) above) or its designee, in its capacity as the successor servicer, shall immediately assume the terminated or resigning Servicer's obligation to make Advances and Servicing Advances). No such termination or resignation shall affect any obligation of the Servicer to pay amounts owed under this Agreement and to perform its duties under this Agreement until its successor assumes all of its rights and obligations hereunder). Any such assumption shall be subject to Sections 7.02 and 8.05. If the Servicer shall for any reason no longer be the Servicer a servicer (including by reason of any Event of Default), the Trustee (or the any other successor Servicer may elect to servicer) may, at its option, succeed to any rights and obligations of the Servicer under each Subservicing Agreement or may terminate each Subservicing Agreement. If it has elected to assume any subservicing agreement in accordance with the Subservicing Agreementterms thereof; provided, however, that the Trustee (or any other successor servicer) shall not incur any liability or have any obligations in its capacity as servicer under a subservicing agreement arising prior to the successor Servicer shall be deemed date of such succession unless it expressly elects to have assumed all succeed to the rights and obligations of the Servicer's interest therein Servicer thereunder; and to have replaced the Servicer as a party to any Subservicing Agreement entered into by the Servicer as contemplated by Section 3.02 to the same extent as if the Subservicing Agreement had been assigned to the assuming party except that the Servicer shall not thereby be relieved of any liability or obligations under the subservicing agreement arising prior to the date of such succession. To the extent any costs or expenses, including without limitation, Servicing Transfer Costs incurred by the Trustee in connection with this Section 3.04 or Section 7.02, are not paid by the Servicer pursuant to this Agreement within thirty (30) days of the date of the Trustee's invoice thereof, such amounts shall be payable out of the Certificate Account; provided that if the Servicer has been terminated by reason of an Event of Default, the terminated servicer shall reimburse the Issuing Entity for any such Subservicing Agreementexpense incurred by the Issuing Entity upon receipt of a reasonably detailed invoice evidencing such expenses. If the Trustee is unwilling or unable to act as servicer, the Trustee shall seek to appoint a successor servicer that is eligible in accordance with the criteria specified in this Agreement and reasonably acceptable to the NIMs Insurer and the Class A Certificate Insurer. The Servicer that is no longer the Servicer hereunder shall, upon request of the Trustee, but at the expense of such predecessor Servicerthe Servicer if the Servicer has been terminated by reason of an Event of Default, deliver to the assuming party all documents and records relating to each Subservicing Agreement or substitute servicing subservicing agreement and the Mortgage Loans then being serviced thereunder and an accounting of amounts collected or held by it and otherwise use its best efforts to effect the orderly and efficient transfer of such substitute Subservicing Agreement the subservicing agreement to the assuming party. The Trustee shall be entitled to be reimbursed from the predecessor Servicer (or the Trust if the predecessor Servicer is unable to fulfill its obligations hereunder) for all Servicing Transfer Costs.

Trustee to Act as Servicer. If In the event that the Servicer shall for any reason no longer be the Servicer servicer hereunder (including by reason of an Event of Default), the Trustee shall or its designee shall, within 90 a period of time not to exceed ninety (90) days from the date of such timenotice of termination or resignation, assume, if it so elects, or shall appoint a successor Servicer to assume, thereupon assume all of the rights and obligations of the Servicer hereunder arising thereafter (except that the Trustee shall not be (ai) liable for losses of the Servicer pursuant to Section 3.12 3.10 hereof or for any acts or omissions of the such predecessor Servicer servicer hereunder, (bii) obligated to make Advances if it is prohibited from doing so by applicable law law, (iii) obligated to effectuate repurchases or substitutions of Mortgage Loans hereunder, including pursuant to Section 2.02 or 2.03 hereof, (iv) responsible for any expenses of the Servicer pursuant to Section 2.03 or (cv) deemed to have made any representations and warranties hereunder, including pursuant to Section 2.04 or the first paragraph of Section 6.02 hereof; provided, however that the Trustee or its designee, in its capacity as the successor servicer, shall immediately assume the Servicer's obligation to make Advances and Servicing Advances. No such termination or resignation shall affect any obligation of the Servicer to pay amounts owed under this Agreement and to perform its duties under this Agreement until its successor assumes all of its rights and obligations hereunder). Any such assumption shall be subject to Sections 7.02 and 8.05. If the Servicer shall for any reason no longer be the Servicer servicer (including by reason of any Event of Default), the Trustee (or the any other successor Servicer may elect to servicer) may, at its option, succeed to any rights and obligations of the Servicer under each Subservicing Agreement or may terminate each Subservicing Agreement. If it has elected to assume any subservicing agreement in accordance with the Subservicing Agreementterms thereof; provided, however, that the Trustee (or any other successor servicer) shall not incur any liability or have any obligations in its capacity as servicer under a subservicing agreement arising prior to the successor Servicer shall be deemed date of such succession unless it expressly elects to have assumed all succeed to the rights and obligations of the Servicer's interest therein Servicer thereunder; and to have replaced the Servicer as a party to any Subservicing Agreement entered into by the Servicer as contemplated by Section 3.02 to the same extent as if the Subservicing Agreement had been assigned to the assuming party except that the Servicer shall not thereby be relieved of any liability or obligations under the subservicing agreement arising prior to the date of such succession. To the extent any Servicing Transfer Costs are not paid by the Servicer pursuant to this Agreement, such amounts shall be payable out of the Certificate Account; provided that the terminated servicer shall reimburse the Trust Fund for any such Subservicing expense incurred by the Trust Fund upon receipt of a reasonably detailed invoice evidencing such expenses. If the Trustee is unwilling or unable to act as servicer, the Trustee shall seek to appoint a successor servicer that is eligible in accordance with the criteria specified this Agreement. The Servicer that is no longer the Servicer hereunder shall, upon request of the Trustee, but at the expense of such predecessor the Servicer, deliver to the assuming party all documents and records relating to each Subservicing Agreement or substitute servicing subservicing agreement and the Mortgage Loans then being serviced thereunder and an accounting of amounts collected or held by it and otherwise use its best efforts to effect the orderly and efficient transfer of such substitute Subservicing Agreement the subservicing agreement to the assuming party. The Trustee shall be entitled to be reimbursed from the predecessor Servicer (or the Trust if the predecessor Servicer is unable to fulfill its obligations hereunder) for all Servicing Transfer Costs.

Trustee to Act as Servicer. If In the event that the Servicer shall for any reason no longer be the Servicer hereunder (including by reason of an Event of Default), the Trustee shall or its designee shall, within 90 a period of time not to exceed ninety (90) days from the date of such timenotice of termination or resignation, assume, if it so elects, or shall appoint a successor Servicer to assume, thereupon assume all of the rights and obligations of the Servicer hereunder arising thereafter (except that the Trustee shall not be (ai) liable 63 for losses of the Servicer pursuant to Section 3.12 3.10 hereof or any acts or omissions of the such predecessor Servicer hereunder, (bii) obligated to make Advances or Servicing Advances if it is prohibited from doing so by applicable law law, (iii) obligated to effectuate repurchases or substitutions of Mortgage Loans hereunder, including pursuant to Section 2.02 or 2.03 hereof, (iv) responsible for any expenses of the Servicer pursuant to Section 2.03 or (cv) deemed to have made any representations and warranties hereunder, including pursuant to Section 2.04 or the first paragraph of Section 6.02 hereof; provided, however that the Trustee (subject to clause (ii) above) or its designee, in its capacity as the successor servicer, shall immediately assume the terminated or resigning Servicer's obligation to make Advances and Servicing Advances. No such termination shall affect any obligation of the Servicer to pay amounts owed under this Agreement and to perform its duties under this Agreement until its successor assumes all of its rights and obligations hereunder). Any such assumption shall be subject to Sections 7.02 and 8.05. If the Servicer shall for any reason no longer be the Servicer (including by reason of any Event of Default), the Trustee (or the any other successor Servicer may elect to servicer) may, at its option, succeed to any rights and obligations of the Servicer under each Subservicing Agreement any subservicing agreement in accordance with the terms thereof; provided, however, that the Trustee (or may terminate each Subservicing Agreement. If any other successor servicer) shall not incur any liability or have any obligations in its capacity as servicer under a subservicing agreement arising prior to the date of such succession unless it has elected expressly elects to assume the Subservicing Agreement, the Trustee or the successor Servicer shall be deemed to have assumed all such obligations of the Servicer's interest therein Servicer thereunder; and to have replaced the Servicer as a party to any Subservicing Agreement entered into by the Servicer as contemplated by Section 3.02 to the same extent as if the Subservicing Agreement had been assigned to the assuming party except that the Servicer shall not thereby be relieved of any liability or obligations under the subservicing agreement arising prior to the date of such succession. To the extent any costs or expenses, including without limitation Servicing Transfer Costs incurred by the Trustee in connection with this Section 3.04 are not paid by the Servicer pursuant to this Agreement within 30 days of the date of the Trustee's invoice therefor, such amounts shall be payable out of the Certificate Account; provided that the terminated Servicer shall reimburse the Trust Fund for any such Subservicing expense incurred by the Trust Fund upon receipt of a reasonably detailed invoice evidencing such expenses. If the Trustee is unwilling or unable to act as servicer, the Trustee shall seek to appoint a successor servicer that is eligible in accordance with the criteria specified this Agreement. The Servicer that is no longer the Servicer hereunder shall, upon request of the Trustee, but at the expense of such predecessor the Servicer, deliver to the assuming party all documents and records relating to each Subservicing Agreement or substitute servicing subservicing agreement and the Mortgage Loans then being serviced thereunder and an accounting of amounts collected or held by it and otherwise use its best efforts to effect the orderly and efficient transfer of such substitute Subservicing Agreement the subservicing agreement to the assuming party. The In the event that the Servicer shall for any reason no longer be the Servicer hereunder (including by reason of any Event of Default), notwithstanding anything to the contrary above, the Trustee and the Depositor hereby agree that within 10 Business Days or delivery to the Trustee by the Servicing Rights Pledgee of a letter signed by the Servicer whereby the Servicer shall resign as Servicer under this Agreement, the Servicing Rights Pledgee or its designee shall be entitled 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 reimbursed from subject to the predecessor Servicer (or the Trust if the predecessor Servicer is unable to fulfill its obligations hereunder) for all Servicing Transfer Coststerms of this Agreement.

Trustee to Act as Servicer. If In the event that the Servicer shall for any reason no longer be the Servicer servicer hereunder (including by reason of an Event of Default), the Trustee shall or its designee shall, within 90 a period of time not to exceed ninety (90) days from the date of such timenotice of termination or resignation, assume, if it so elects, or shall appoint a successor Servicer to assume, thereupon assume all of the rights and obligations of the Servicer hereunder arising thereafter (except that the Trustee shall not be (ai) liable for losses of the Servicer pursuant to Section 3.12 3.10 hereof or for any acts or omissions of the such predecessor Servicer servicer hereunder, (bii) obligated to make Advances if it is prohibited from doing so by applicable law law, (iii) obligated to effectuate repurchases or substitutions of Mortgage Loans hereunder, including pursuant to Section 2.02 or 2.03 hereof, (iv) responsible for any expenses of the Servicer pursuant to Section 2.03 or (cv) deemed to have made any representations and warranties hereunder, including pursuant to Section 2.04 or the first paragraph of Section 6.02 hereof); provided, however that the Trustee or its designee, in its capacity as the successor servicer, shall immediately assume the Servicer's obligation to make Advances and Servicing Advances. No such termination or resignation shall affect any obligation of the Servicer to pay amounts owed under this Agreement and to perform its duties under this Agreement until its successor assumes all of its rights and obligations hereunder). Any such assumption shall be subject to Sections 7.02 and 8.05. If the Servicer shall for any reason no longer be the Servicer servicer (including by reason of any Event of Default), the Trustee (or the any other successor Servicer may elect to servicer) may, at its option, succeed to any rights and obligations of the Servicer under each Subservicing Agreement or may terminate each Subservicing Agreement. If it has elected to assume any subservicing agreement in accordance with the Subservicing Agreementterms thereof; provided, however, that the Trustee (or any other successor servicer) shall not incur any liability or have any obligations in its capacity as servicer under a subservicing agreement arising prior to the successor Servicer shall be deemed date of such succession unless it expressly elects to have assumed all succeed to the rights and obligations of the Servicer's interest therein Servicer thereunder; and to have replaced the Servicer as a party to any Subservicing Agreement entered into by the Servicer as contemplated by Section 3.02 to the same extent as if the Subservicing Agreement had been assigned to the assuming party except that the Servicer shall not thereby be relieved of any liability or obligations under the subservicing agreement arising prior to the date of such succession. To the extent any Servicing Transfer Costs or expenses are not paid by the Servicer pursuant to this Agreement, such amounts shall be payable out of the Certificate Account; provided that the terminated servicer shall reimburse the Trust Fund for any such Subservicing Agreementexpense incurred by the Trust Fund upon receipt of a reasonably detailed invoice evidencing such expenses. If the Trustee is unwilling or unable to act as servicer, or if the NIMs Insurer so directs the Trustee, the Trustee shall seek to appoint a successor servicer that is eligible in accordance with the criteria specified this Agreement and reasonably acceptable to the NIMs Insurer. The Servicer that is no longer the Servicer hereunder shall, upon request of the Trustee, but at the expense of such predecessor the Servicer, deliver to the assuming party all documents and records relating to each Subservicing Agreement or substitute servicing subservicing agreement and the Mortgage Loans then being serviced thereunder and an accounting of amounts collected or held by it and otherwise use its best efforts to effect the orderly and efficient transfer of such substitute Subservicing Agreement the subservicing agreement to the assuming party. The Trustee shall be entitled to be reimbursed from the predecessor Servicer (or the Trust if the predecessor Servicer is unable to fulfill its obligations hereunder) for all Servicing Transfer Costs.

Trustee to Act as Servicer. If Subject to Sections 6.04 and 7.02, in the event that the Servicer shall shall, for any reason reason, no longer be the Servicer servicer hereunder (including by reason of an Event of Default), the Trustee shall or its designee shall, within 90 a period of time not to exceed ninety (90) days from the date of such timenotice of termination or resignation, assume, if it so elects, or shall appoint a successor Servicer to assume, thereupon assume all of the rights and obligations of the Servicer hereunder arising thereafter (except that the Trustee shall not be (ai) liable for losses of the Servicer pursuant to Section 3.12 3.10 hereof or any acts or omissions of the Servicer or any predecessor Servicer servicer hereunder, (bii) obligated to make Advances if it is prohibited from doing so by applicable law law, (iii) obligated to effectuate repurchases or substitutions of Mortgage Loans hereunder, including pursuant to Section 2.02 or 2.03 hereof, (iv) 80 responsible for any expenses of the Servicer pursuant to Section 2.03 or (cv) deemed to have made any representations and warranties hereunder, including pursuant to Section 2.04 or the first paragraph of Section 6.02 hereof; provided, however that the Trustee (subject to clause (ii) above) or its designee, in its capacity as the successor servicer, shall immediately assume the Servicer's obligation to make Advances and Servicing Advances). No such termination or resignation shall affect any obligation of the Servicer to pay amounts owed under this Agreement and to perform its duties under this Agreement until its successor assumes all of its rights and obligations hereunder). Any such assumption shall be subject to Sections 7.02 and 8.05. If the Servicer shall for any reason no longer be the Servicer servicer (including by reason of any Event of Default), the Trustee (or the any other successor Servicer may elect to servicer) may, at its option, succeed to any rights and obligations of the Servicer under each Subservicing Agreement or may terminate each Subservicing Agreement. If it has elected to assume any subservicing agreement in accordance with the Subservicing Agreementterms thereof; provided, however, that the Trustee (or any other successor servicer) shall not incur any liability or have any obligations in its capacity as servicer under a subservicing agreement arising prior to the successor Servicer shall be deemed date of such succession unless it expressly elects to have assumed all succeed to the rights and obligations of the Servicer's interest therein Servicer thereunder; and to have replaced the Servicer as a party to any Subservicing Agreement entered into by the Servicer as contemplated by Section 3.02 to the same extent as if the Subservicing Agreement had been assigned to the assuming party except that the Servicer shall not thereby be relieved of any liability or obligations under any subservicing agreement arising prior to the date of such Subservicing Agreementsuccession. To the extent any costs or expenses, including without limitation Servicing Transfer Costs incurred by the Trustee in connection with this Section 3.04 or Section 7.02, are not paid by the Servicer pursuant to this Agreement within 30 days of the date of the Trustee's invoice thereof, such amounts shall be payable out of the Certificate Account; provided that the terminated servicer shall reimburse the Trust Fund for any such expense incurred by the Trust Fund upon receipt of a reasonably detailed invoice evidencing such expenses. If the Trustee is unwilling or unable to act as servicer, the Trustee shall seek to appoint a successor servicer that is eligible in accordance with the criteria specified in this Agreement and reasonably acceptable to the NIMs Insurer. The Servicer that is no longer the Servicer hereunder shall, upon request of the Trustee, but at the expense of such predecessor the Servicer, deliver to the assuming party all documents and records relating to each Subservicing Agreement or substitute servicing subservicing agreement and the Mortgage Loans then being serviced thereunder and an accounting of amounts collected or held by it and otherwise use its best efforts to effect the orderly and efficient transfer of such substitute Subservicing Agreement the subservicing agreement to the assuming party. The Notwithstanding anything to the contrary above, the Trustee, the Depositor and the NIMs Insurer hereby agree that within 10 Business Days of delivery to the Trustee by the Servicing Rights Pledgee of a letter signed by the Servicer whereby the Servicer shall resign as Servicer under this Agreement, the Servicing Rights Pledgee or its designee shall be entitled appointed as successor servicer (provided that at the time of such appointment the Servicing Rights Pledgee meets the requirements of a successor servicer set forth in Section 7.02 of this Agreement, and for the purpose hereof, it is agreed that the consent and approval of the Trustee, the Depositor and the NIMs Insurer shall be deemed to have been given to the Servicing Rights Pledgee or its designee, and the Servicing Rights Pledgee or its designee are hereby agreed to be reimbursed from acceptable to the predecessor Servicer (Trustee, the Depositor and the NIMs Insurer or such designee) and the Trust if Servicing Rights Pledgee agrees to be subject to the predecessor Servicer is unable to fulfill its obligations hereunder) for all Servicing Transfer Coststerms of this Agreement.

Trustee to Act as Servicer. If the Servicer shall for any reason no longer be the Servicer hereunder (including by reason of an Event of Default), the Trustee shall within 90 days of such time, assume, if it so elects, or shall appoint a successor Servicer to assume, all of the rights and obligations of the Servicer hereunder arising thereafter (except that the Trustee shall not be (a) liable for losses of the Servicer pursuant to Section 3.12 3.03 or any acts or omissions of the predecessor Servicer hereunder, (b) obligated to make Advances if it is prohibited from doing so by applicable law or (c) deemed to have made any representations and warranties of the Servicer hereunder). Any such assumption shall be subject to Sections 7.02 and 8.05. If the Servicer shall for any reason no longer be the Servicer (including by reason of any Event of Default), the Trustee or the successor Servicer may elect to succeed to any rights and obligations of the Servicer under each Subservicing Agreement or may terminate each Subservicing Agreement. If it has elected to assume the Subservicing Agreement, the Trustee or the successor Servicer shall be deemed to have assumed all of the Servicer's interest therein and to have replaced the Servicer as a party to any Subservicing Agreement entered into by the Servicer as contemplated by Section 3.02 to the same extent as if the Subservicing Agreement had been assigned to the assuming party except that the Servicer shall not be relieved of any liability or obligations under any such Subservicing Agreement. The Servicer that is no longer the Servicer hereunder shall, upon request of the Trustee, but at the expense of such predecessor Servicer, deliver to the assuming party all documents and records relating to each Subservicing Agreement or substitute servicing agreement and the Mortgage Loans then being serviced thereunder and an accounting of amounts collected or held by it and otherwise use its best efforts to effect the orderly and efficient transfer of such substitute Subservicing Agreement to the assuming party. The Trustee shall be entitled to be reimbursed from the predecessor Servicer (or the Trust if the predecessor Servicer is unable to fulfill its obligations hereunder) for all Servicing Transfer Costs.

Trustee to Act as Servicer. If the a Servicer shall for any reason no longer be the a Servicer hereunder (including by reason of an Event of Default), the Trustee shall within 90 days of such time, assume, if it so elects, or shall appoint a successor Servicer to assume, all of the rights and obligations of the such Servicer hereunder arising thereafter (except that the Trustee shall not be (a) liable for losses of the such Servicer pursuant to Section 3.12 3.13 or any acts or omissions of the such predecessor Servicer hereunder, (b) obligated to make Advances if it is prohibited from doing so by applicable law or (c) deemed to have made any representations and warranties of the such Servicer hereunder). Any such assumption shall be subject to Sections 7.02 and 8.05. If the a Servicer shall for any reason no longer be the a Servicer (including by reason of any Event of Default), the Trustee or the successor Servicer may elect to succeed to any rights and obligations of the such Servicer under each Subservicing Agreement or may terminate each Subservicing Agreement. If it has elected to assume the Subservicing Agreement, the Trustee or the successor Servicer shall be deemed to have assumed all of the a Servicer's interest therein and to have replaced the such Servicer as a party to any Subservicing Agreement entered into by the a Servicer as contemplated by Section 3.02 to the same extent as if the Subservicing Agreement had been assigned to the assuming party except that the such Servicer shall not be relieved of any liability or obligations under any such Subservicing Agreement. The Servicer that is no longer the a Servicer hereunder shall, upon request of the Trustee, but at the expense of such predecessor Servicer, deliver to the assuming party all documents and records relating to each Subservicing Agreement or substitute servicing agreement and the Mortgage Loans then being serviced thereunder and an accounting of amounts collected or held by it and otherwise use its best efforts to effect the orderly and efficient transfer of such substitute Subservicing Agreement to the assuming party. The Trustee shall be entitled to be reimbursed from the predecessor Servicer (or the Trust if the predecessor Servicer is unable to fulfill its obligations hereunder) for all Servicing Transfer Costs.