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

Trustee to Act; Appointment of Successor. (a) Upon the receipt by the Master Servicer of a notice of termination pursuant to Section 8.01 or an Opinion of Independent Counsel pursuant to Section 7.05 to the effect that the Master Servicer is legally unable to act or to delegate its duties to a Person which is legally able to act, the Trustee shall automatically become the successor in all respects to the Master Servicer in its capacity under this Agreement and the transactions set forth or provided for herein and shall thereafter be subject to all the responsibilities, duties, liabilities and limitations on liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof; provided, however, that the Company shall have the right to either (a) immediately assume the duties of the Master Servicer or (b) select a successor Master Servicer; provided further, however, that the Trustee shall have no obligation whatsoever with respect to any liability (other than advances deemed recoverable and not previously made) incurred by the Master Servicer at or prior to the time of termination. As compensation therefor, but subject to Section 7.06, the Trustee shall be entitled to compensation which the Master Servicer would have been entitled to retain if the Master Servicer had continued to act hereunder, except for those amounts due the Master Servicer as reimbursement permitted under this Agreement for advances previously made or expenses previously incurred. Notwithstanding the above, the Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, appoint or petition a court of competent jurisdiction to appoint, any established housing and home finance institution which is a Xxxxxx Mae- or Xxxxxxx Mac-approved servicer, and with respect to a successor to the Master Servicer only, having a net worth of not less than $10,000,000, as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; provided, that the Trustee shall obtain a letter from each Rating Agency that the ratings, if any, on each of the Certificates will not be lowered as a result of the selection of the successor to the Master Servicer. Pending appointment of a successor to the Master Servicer hereunder, the Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on the Mortgage Loans as it and such successor shall agree; provided, however, that the provisions of Section 7.06 shall apply, the compensation shall not be in excess of that which the Master Servicer would have been entitled to if the Master Servicer had continued to act hereunder, and that such successor shall undertake and assume the obligations of the Trustee to pay compensation to any third Person acting as an agent or independent contractor in the performance of master servicing responsibilities hereunder. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession.

Trustee to Act; Appointment of Successor. (a) Upon the receipt by the Master Servicer of a notice of termination pursuant to Section 8.01 or an Opinion of Independent Counsel pursuant to Section 7.05 to the effect that the Master Servicer is legally unable to act or to delegate its duties to a Person which is legally able to act, the Trustee shall automatically become the successor in all respects to the Master Servicer in its capacity under this Agreement and the transactions set forth or provided for herein and shall thereafter be subject to all the responsibilities, duties, liabilities and limitations on liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof; provided, however, that the Company EMC shall have the right to either (a) immediately assume the duties of the Master Servicer or (b) select a successor Master Servicer; provided further, however, that the Trustee shall have no obligation whatsoever with respect to any liability (other than advances deemed recoverable and not previously made) incurred by the Master Servicer at or prior to the time of termination. As compensation therefor, but subject to Section 7.06, the Trustee shall be entitled to compensation all funds relating to the Mortgage Loans which the Master Servicer would have been entitled to retain if the Master Servicer had continued to act hereunder, except for those amounts due the Master Servicer as reimbursement permitted under this Agreement for advances previously made or expenses previously incurred. Notwithstanding the above, the Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, appoint or petition a court of competent jurisdiction to appoint, any established housing and home finance institution which is a Xxxxxx Fannie Mae- or Xxxxxxx MacFredxxx Xxc-approved servicerapprovex xxxxxcer, and with respect to a successor to the Master Servicer only, having a net worth of not less than $10,000,000, as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; provided, that the Trustee shall obtain a letter from each Rating Agency that the ratings, if any, on each of the Certificates will not be lowered as a result of the selection of the successor to the Master Servicer. Pending appointment of a successor to the Master Servicer hereunder, the Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on the Mortgage Loans as it and such successor shall agree; provided, however, that the provisions of Section 7.06 shall apply, the no such compensation shall not be in excess of that which permitted the Master Servicer would have been entitled to if the Master Servicer had continued to act hereunderTrustee under this Subsection 8.02(a), and that such successor shall undertake and assume the obligations of the Trustee to pay compensation to any third Person acting as an agent or independent contractor in the performance of master servicing responsibilities hereunder. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession.

Trustee to Act; Appointment of Successor. (a) Upon the receipt termination of the Servicer by the Master Servicer of a notice of termination Insurer pursuant to Section 8.01 7.01 or an Opinion resignation of Independent Counsel the Servicer pursuant to Section 7.05 6.04, the Insurer shall appoint a successor servicer ("SUCCESSOR SERVICER"). Upon the termination of the Servicer by the Indenture Trustee or the Noteholders pursuant to Section 7.01, or upon the effect resignation of the Servicer pursuant to Section 6.04 in the event that the Master Servicer Insurer is legally unable not entitled to act or to delegate its duties to appoint a Person which is legally able to actsuccessor servicer by operation of Section 9.08, (i) if the Notes have not been paid in full, the Indenture Trustee shall automatically become be the successor Successor Servicer, and (ii) if the Notes have been paid in all respects to full, the Master Owner Trustee, acting at the direction of the Holders of Residual Interest Instruments evidencing not less than 51% of the Percentage Interests shall appoint a Successor Servicer. The Successor Servicer in its capacity under this Agreement and the transactions set forth or provided for herein and shall thereafter be subject succeed to all the responsibilities, duties, duties and liabilities and limitations on liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof; provided, however, that the Company shall have the right to either (a) immediately assume the duties of the Master Servicer or (b) select a successor Master Servicer; provided furtherunder this Agreement, however, except that the Trustee such Successor Servicer shall have no obligation whatsoever with respect not be obligated to any liability (other than advances deemed recoverable and not previously made) incurred by the Master Servicer at or prior to the time of termination. As compensation therefor, but subject purchase Contracts pursuant to Section 7.063.07. If the Indenture Trustee acts as Successor Servicer, the Indenture Trustee shall be entitled to such compensation which (whether payable out of the Master Collection Account or otherwise) as the Servicer would have been entitled to retain if the Master Servicer had continued to act hereunder, except for those amounts due the Master Servicer as reimbursement permitted under this Agreement for advances previously made or expenses previously incurredif no such notice of termination shall have been given. Notwithstanding the aboveforegoing, if the Notes have not been paid in full, the Indenture Trustee may, if it shall be unwilling so to act, or shall, if it is shall be legally unable to so to act, appoint appoint, or petition a court of competent jurisdiction to appoint, any established housing and home finance institution which is a Xxxxxx Mae- or Xxxxxxx Mac-approved servicer, and with respect to a successor to the Master Servicer onlyfinancial institution, having a net worth of not less than $10,000,00050,000,000 and whose regular business shall include the servicing of automotive retail installment sales contracts, as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; provided, that the Trustee shall obtain a letter from each Rating Agency that the ratings, if any, on each of the Certificates will not be lowered as a result of the selection of the successor to the Master Servicerunder this Agreement. Pending appointment of a successor to the Master Servicer hereunderany such Successor Servicer, the Indenture Trustee shall act in such capacity as hereinabove providedprovided above. In connection with such appointment and assumptionappointment, the Indenture Trustee or any other Successor Servicer may make such arrangements for the compensation of such successor out of payments on Contracts as it, the Mortgage Loans as it Insurer and such successor shall agree; provided, however, (i) that such amount shall equal the provisions product of Section 7.06 shall applya fixed percentage rate and the Principal Balance, as of the commencement of each Collection Period, of each Contract and (ii) that no such compensation shall not be in excess of that which previously permitted the Master Servicer would have been entitled to if the Master Servicer had continued to act hereunder, and that such successor shall undertake and assume the obligations of the Trustee to pay compensation to any third Person acting as an agent or independent contractor in the performance of master servicing responsibilities hereunderunder this Agreement. The Indenture Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession.

Trustee to Act; Appointment of Successor. (a) Upon the receipt by the Master Servicer of a notice of termination pursuant to Section 8.01 or an Opinion of Independent Counsel pursuant to Section 7.05 to the effect that the Master Servicer is legally unable to act or to delegate its duties to a Person which is legally able to act, the Trustee shall automatically become the successor in all respects to the Master Servicer in its capacity under this Agreement and the transactions set forth or provided for herein and shall thereafter be subject to all the responsibilities, duties, liabilities and limitations on liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof; provided, however, it is understood and acknowledged by the parties hereto that there will be a period of transition (not to exceed 90 days) before the actual servicing functions can be fully transferred to the Trustee or any other successor Servicer; and provided, further, that the Company Trustee shall have the right to either (a) immediately assume the duties of the Master Servicer or (b) select a successor Master Servicer; provided further, however, that the Trustee shall have no obligation whatsoever with respect to any liability (other than advances deemed recoverable and not previously made) incurred by the Master Servicer at or prior to the time of termination. As compensation therefor, but subject to Section 7.06, the Trustee shall be entitled to compensation which the Master Servicer would have been entitled to retain if the Master Servicer had continued to act hereunder, except for those amounts due the Master Servicer as reimbursement permitted under this Agreement for advances previously made or expenses previously incurred. Notwithstanding the above, the Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, appoint or petition a court of competent jurisdiction to appoint, any established housing and home finance institution which is a Xxxxxx Mae- or Xxxxxxx Mac-approved servicerServicer, and with respect to a successor to the Master Servicer only, having a net worth of not less than $10,000,000, as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; provided, that the Trustee shall obtain a letter from each Rating Agency that the ratings, if any, on each of the Certificates will not be lowered as a result of the selection of the successor to the Master Servicer. Pending appointment of a successor to the Master Servicer hereunder, the Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on the Mortgage Loans as it and such successor shall agree; provided, however, that the provisions of Section 7.06 shall apply, the compensation shall not be in excess of that which the Master Servicer would have been entitled to if the Master Servicer had continued to act hereunder, and that such successor shall undertake and assume the obligations of the Trustee to pay compensation to any third Person acting as an agent or independent contractor in the performance of master servicing responsibilities hereunder. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession.

Trustee to Act; Appointment of Successor. (a) Upon the receipt by the Master Servicer of a notice of termination pursuant to Section 8.01 or an Opinion of Independent Counsel pursuant to Section 7.05 to the effect that the Master Servicer is legally unable to act or to delegate its duties to a Person which is legally able to act, the Trustee shall automatically become the successor in all respects to the Master Servicer in its capacity under this Agreement and the transactions set forth or provided for herein and shall thereafter be subject to all the responsibilities, duties, liabilities and limitations on liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof; provided, however, that the Company shall have the right to either (a) immediately assume the duties of the Master Servicer or (b) select a successor Master Servicer; provided further, however, that the Trustee shall have no obligation whatsoever with respect to any liability (other than advances deemed recoverable and not previously made) incurred by the Master Servicer at or prior to the time of termination. As compensation therefor, but subject to Section 7.06, the Trustee shall be entitled to compensation which the Master Servicer would have been entitled to retain if the Master Servicer had continued to act hereunder, except for those amounts due the Master Servicer as reimbursement permitted under this Agreement for advances previously made or expenses previously incurred. Notwithstanding the above, the Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, appoint or petition a court of competent jurisdiction to appoint, any established housing and home finance institution which is a Xxxxxx Fannie Mae- or Xxxxxxx Frxxxxx Mac-approved servicerapproxxx xxxvicer, and with respect to a successor to the Master Servicer only, having a net worth of not less than $10,000,000, as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; provided, that the Trustee shall obtain a letter from each Rating Agency that the ratings, if any, on each of the Certificates will not be lowered as a result of the selection of the successor to the Master Servicer. Pending appointment of a successor to the Master Servicer hereunder, the Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on the Mortgage Loans as it and such successor shall agree; provided, however, that the provisions of Section 7.06 shall apply, the compensation shall not be in excess of that which the Master Servicer would have been entitled to if the Master Servicer had continued to act hereunder, and that such successor shall undertake and assume the obligations of the Trustee to pay compensation to any third Person acting as an agent or independent contractor in the performance of master servicing responsibilities hereunder. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession.

Trustee to Act; Appointment of Successor. (a) Upon the receipt by the Master Servicer of a notice of termination pursuant to Section 8.01 or an Opinion of Independent Counsel pursuant to Section 7.05 to the effect that the Master Servicer is legally unable to act or to delegate its duties to a Person which is legally able to act, the Trustee shall automatically become the successor in all respects to the Master Servicer in its capacity under this Agreement and the transactions set forth or provided for herein and shall thereafter be subject to all the responsibilities, duties, liabilities and limitations on liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof; provided, however, that the Company MLML shall have the right to either (a) immediately assume the duties of the Master Servicer or (b) select a successor Master Servicermaster servicer; provided further, however, that the Trustee shall have no obligation whatsoever with respect to any liability (other than advances deemed recoverable and not previously made) incurred by the Master Servicer at or prior to the time of termination. As compensation therefor, but subject to Section 7.06, the Trustee shall be entitled to compensation all funds relating to the Mortgage Loans which the Master Servicer would have been entitled to retain if the Master Servicer had continued to act hereunder, except for those amounts due the Master Servicer as reimbursement permitted under this Agreement for advances previously made or expenses previously incurred. Notwithstanding the above, or anything herein to the contrary, the Trustee, if it becomes Master Servicer, shall have no responsibility or obligation (i) to repurchase or substitute any Mortgage Loan, (ii) for any representation or warranty of the Master Servicer hereunder, and (iii) for any act or omission of either a predecessor or successor Master Servicer other than the Trustee. The Trustee may conduct any activity required of it as Master Servicer hereunder through an Affiliate or through an agent. Neither the Trustee (as successor Master Servicer) nor any other successor Master Servicer shall be deemed to be in default hereunder due to any act or omission of a predecessor Master Servicer, including but not limited to failure to timely deliver to the Trustee distribution instructions, any funds required to be deposited to the Trust Fund, or any breach of its duty to cooperate with a transfer of master servicing. Neither the Trustee nor any other successor Master Servicer shall be deemed to be in default hereunder by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused solely by the failure of the Master Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records required to be provided to it by the Master Servicer. Notwithstanding the above, the Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, appoint or petition a court of competent jurisdiction to appoint, any established housing and home finance institution which is a Xxxxxx Mae- Xxx- or Xxxxxxx Mac-approved servicer, and with respect to a successor to the Master Servicer only, having a net worth of not less than $10,000,00010,000,000 and meeting such other standards for a successor Master Servicer as are set forth in this Agreement, as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; provided, that the Trustee shall obtain a letter from each Rating Agency that the ratings, if any, on each of the Certificates will not be lowered as a result of the selection of the successor to the Master Servicer. Pending appointment of a successor to the Master Servicer hereunder, the Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on the Mortgage Loans as it and such successor shall agree; provided, however, in the event that the provisions of Section 7.06 shall apply, the no such compensation shall not be in excess of that which permitted the Master Servicer would have been entitled to if the Master Servicer had continued to act hereunderTrustee under this Subsection 8.02(a), and that such successor shall undertake and assume the obligations of the Trustee to pay compensation to any third Person acting as an agent or independent contractor in the performance of master servicing responsibilities hereunder. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession.

Trustee to Act; Appointment of Successor. (a) Upon On and after the receipt by time the Master Servicer of receives a notice of termination pursuant to Section 8.01 or an Opinion of Independent Counsel pursuant to Section 7.05 to the effect that the Master Servicer is legally unable to act or to delegate its duties to a Person which is legally able to act, hereof the Trustee shall automatically become the successor in all respects to the Master Servicer in its capacity under this Agreement and with respect to the transactions set forth or provided for herein and after a transition period (not to exceed 90 days), shall thereafter be subject to all the responsibilities, duties, liabilities duties and limitations on liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof; provided, howeverhowever that, that pursuant to Article V hereof, the Company Trustee in its capacity as successor Master Servicer shall have be responsible for making any Advances required to be made by the right to either (a) Master Servicer immediately assume upon the duties termination of the Master Servicer or (b) select a successor and any such Advance shall be made on the Distribution Date on which such Advance was required to be made by the predecessor Master Servicer; provided further, however, that . Effective on the Trustee shall have no obligation whatsoever with respect to any liability (other than advances deemed recoverable and not previously made) incurred by the Master Servicer at or prior to the time date of such notice of termination. As , as compensation therefor, but subject to Section 7.06, the Trustee shall be entitled to compensation which all compensation, reimbursement of expenses and indemnification that the Master Servicer would have been entitled to retain if the Master Servicer it had continued to act hereunder, except provided, however, that the Trustee shall not be (i) liable for those amounts due any acts or omissions of the Master Servicer, (ii) obligated to make Advances if it is prohibited from doing so under applicable law, (iii) responsible for expenses of the Master Servicer as reimbursement permitted under this Agreement for advances previously made pursuant to Section 2.03 or expenses previously incurred(iv) obligated to deposit losses on any Permitted Investment directed by the Master Servicer. Notwithstanding the aboveforegoing, the Trustee may, if it shall be unwilling to so to act, or shall, if it is legally prohibited by applicable law from making Advances pursuant to Article V or if it is otherwise unable to so to act, appoint appoint, or petition a court of competent jurisdiction to appoint, any established housing and home finance mortgage loan servicing institution the appointment of which is a Xxxxxx Mae- or Xxxxxxx Mac-approved servicer, and with respect to a successor to does not adversely affect the Master Servicer only, having a net worth then current rating of not less than $10,000,000, the Certificates by each Rating Agency as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; provided. Any Successor Master Servicer shall (i) be an institution that is a Xxxxxx Xxx and Xxxxxxx Mac approved seller/servicer in good standing, that has a net worth of at least $15,000,000, (ii) be acceptable to the Trustee (which consent shall obtain not be unreasonably withheld) and (iii) be willing to act as successor servicer of any Mortgage Loans under this Agreement, and shall have executed and delivered to the Depositor and the Trustee an agreement accepting such delegation and assignment, that contains an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of the Master Servicer (other than any liabilities of the Master Servicer hereof incurred prior to termination of the Master Servicer under Section 8.01 or as otherwise set forth herein), with like effect as if originally named as a letter from party to this Agreement, provided that each Rating Agency shall have acknowledged in writing that the ratings, if any, on each its rating of the Certificates in effect immediately prior to such assignment and delegation will not be lowered qualified or reduced as a result of such assignment and delegation. If the selection Trustee assumes the duties and responsibilities of the successor to Master Servicer in accordance with this Section 8.02, the Trustee shall not resign as Master ServicerServicer until a Successor Master Servicer has been appointed and has accepted such appointment. Pending appointment of a successor to the Master Servicer hereunder, the Trustee, unless the Trustee is prohibited by law from so acting, shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on the Mortgage Loans or otherwise as it and such successor shall agree; provided, however, provided that no such compensation unless agreed to by the provisions of Section 7.06 Certificateholders shall apply, the compensation shall not be in excess of that which permitted the Master Servicer would have been entitled to if the Master Servicer had continued to act hereunder, and that such successor shall undertake and assume the obligations of the Trustee to pay compensation to any third Person acting as an agent or independent contractor in the performance of master servicing responsibilities hereunder. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Neither the Trustee nor any other Successor Master Servicer shall be deemed to be in default hereunder by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the failure of the Master Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. The costs and expenses of the Trustee in connection with the termination of the Master Servicer, appointment of a Successor Master Servicer and, if applicable, any transfer of servicing, including, without limitation, all costs and 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 or the Successor Master Servicer to service the Mortgage Loans properly and effectively, to the extent not paid by the terminated Master Servicer, shall be payable to the Trustee pursuant to Section 9.05. Any successor to the Master Servicer as successor servicer under any Subservicing Agreement shall give notice to the applicable Mortgagors of such change of servicer and shall, during the term of its service as successor servicer maintain in force the policy or policies that the Master Servicer is required to maintain pursuant to Section 3.08.

Trustee to Act; Appointment of Successor. (a) Upon the receipt by the Master Servicer of a notice of termination pursuant to Section 8.01 or an Opinion of Independent Counsel pursuant to Section 7.05 to the effect that the Master Servicer is legally unable to act or to delegate its duties to a Person which is legally able to act, the Trustee shall automatically become the successor in all respects to the Master Servicer in its capacity under this Agreement and the transactions set forth or provided for herein and shall thereafter be subject to all the responsibilities, duties, liabilities and limitations on liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof; provided, however, that the Company MLMLI shall have the right to either (a) immediately assume the duties of the Master Servicer or (b) select a successor Master Servicer; provided further, however, that the Trustee shall have no obligation whatsoever with respect to any liability (other than advances deemed recoverable and not previously made) incurred by the Master Servicer at or prior to the time of termination. As compensation therefor, but subject to Section 7.06, the Trustee shall be entitled to compensation all funds relating to the Mortgage Loans which the Master Servicer would have been entitled to retain if the Master Servicer had continued to act hereunder, except for those amounts due the Master Servicer as reimbursement permitted under this Agreement for advances previously made or expenses previously incurred. Notwithstanding the above, or anything herein to the contrary, the Trustee, if it becomes Master Servicer, shall have no responsibility or obligation (i) to repurchase or substitute any Mortgage Loan, (ii) for any representation or warranty of the Master Servicer hereunder, and (iii) for any act or omission of either a predecessor or successor Master Servicer other than the Trustee. The Trustee may conduct any activity required of it as Master Servicer hereunder through an Affiliate or through an agent. Neither the Trustee nor any other successor Master Servicer shall be deemed to be in default hereunder due to any act or omission of a predecessor Master Servicer, including but not limited to failure to timely deliver to the Trustee distribution instructions, any funds required to be deposited to the Trust Fund, or any breach of its duty to cooperate with a transfer of master servicing. Notwithstanding the above, the Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, appoint or petition a court of competent jurisdiction to appoint, any established housing and home finance institution which is a Xxxxxx Mae- or Xxxxxxx Mac-approved servicer, and with respect to a successor to the Master Servicer only, having a net worth of not less than $10,000,000, as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; provided, that the Trustee shall obtain a letter from each Rating Agency that the ratings, if any, on each of the Certificates will not be lowered as a result of the selection of the successor to the Master Servicer. Pending appointment of a successor to the Master Servicer hereunder, the Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on the Mortgage Loans as it and such successor shall agree; provided, however, in the event that the provisions of Section 7.06 shall apply, the no such compensation shall not be in excess of that which permitted the Master Servicer would have been entitled to if the Master Servicer had continued to act hereunderTrustee under this Subsection 8.02(a), and that such successor shall undertake and assume the obligations of the Trustee to pay compensation to any third Person acting as an agent or independent contractor in the performance of master servicing responsibilities hereunder. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession.

Trustee to Act; Appointment of Successor. (a) Upon On and after the receipt by time the Master Servicer of receives a notice of termination pursuant to Section 8.01 or an Opinion of Independent Counsel pursuant to Section 7.05 to the effect that the Master Servicer is legally unable to act or to delegate its duties to a Person which is legally able to act, hereof the Trustee shall automatically become the successor in all respects to the Master Servicer in its capacity under this Agreement and with respect to the transactions set forth or provided for herein and after a transition period (not to exceed 90 days), shall thereafter be subject to all the responsibilities, duties, liabilities duties and limitations on liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof; provided, howeverhowever that, that pursuant to Article V hereof, the Company Trustee in its capacity as successor Master Servicer shall have be responsible for making any Advances required to be made by the right to either (a) Master Servicer immediately assume upon the duties termination of the Master Servicer or (b) select a successor and any such Advance shall be made on the Distribution Date on which such Advance was required to be made by the predecessor Master Servicer; provided further, however, that . Effective on the Trustee shall have no obligation whatsoever with respect to any liability (other than advances deemed recoverable and not previously made) incurred by the Master Servicer at or prior to the time date of such notice of termination. As , as compensation therefor, but subject to Section 7.06, the Trustee shall be entitled to compensation which all compensation, reimbursement of expenses and indemnification that the Master Servicer would have been entitled to retain if the Master Servicer it had continued to act hereunder, except provided, however, that the Trustee shall not be (i) liable for those amounts due any acts or omissions of the Master Servicer, (ii) obligated to make Advances if it is prohibited from doing so under applicable law, (iii) responsible for expenses of the Master Servicer as reimbursement permitted under this Agreement for advances previously made pursuant to Section 2.03 or expenses previously incurred(iv) obligated to deposit losses on any Permitted Investment directed by the Master Servicer. Notwithstanding the aboveforegoing, the Trustee may, if it shall be unwilling to so to act, or shall, if it is legally prohibited by applicable law from making Advances pursuant to Article V or if it is otherwise unable to so to act, appoint appoint, or petition a court of competent jurisdiction to appoint, any established housing and home finance mortgage loan servicing institution the appointment of which is a Xxxxxx Mae- or Xxxxxxx Mac-approved servicer, and with respect to a successor to does not adversely affect the Master Servicer only, having a net worth then current rating of not less than $10,000,000, the Certificates by each Rating Agency as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; provided. Any Successor Master Servicer shall (i) be an institution that is a Xxxxxx Mae and Xxxxxxx Mac approved seller/servicer in good standing, that has a net worth of at least $15,000,000, (ii) be acceptable to the Trustee (which consent shall obtain not be unreasonably withheld) and (iii) be willing to act as successor servicer of any Mortgage Loans under this Agreement, and shall have executed and delivered to the Depositor and the Trustee an agreement accepting such delegation and assignment, that contains an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of the Master Servicer (other than any liabilities of the Master Servicer hereof incurred prior to termination of the Master Servicer under Section 8.01 or as otherwise set forth herein), with like effect as if originally named as a letter from party to this Agreement, provided that each Rating Agency shall have acknowledged in writing that the ratings, if any, on each its rating of the Certificates in effect immediately prior to such assignment and delegation will not be lowered qualified or reduced as a result of such assignment and delegation. If the selection Trustee assumes the duties and responsibilities of the successor to Master Servicer in accordance with this Section 8.02, the Trustee shall not resign as Master ServicerServicer until a Successor Master Servicer has been appointed and has accepted such appointment. Pending appointment of a successor to the Master Servicer hereunder, the Trustee, unless the Trustee is prohibited by law from so acting, shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on the Mortgage Loans or otherwise as it and such successor shall agree; provided, however, provided that no such compensation unless agreed to by the provisions of Section 7.06 Certificateholders shall apply, the compensation shall not be in excess of that which permitted the Master Servicer would have been entitled to if the Master Servicer had continued to act hereunder, and that such successor shall undertake and assume the obligations of the Trustee to pay compensation to any third Person acting as an agent or independent contractor in the performance of master servicing responsibilities hereunder. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Neither the Trustee nor any other Successor Master Servicer shall be deemed to be in default hereunder by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the failure of the Master Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. The costs and expenses of the Trustee in connection with the termination of the Master Servicer, appointment of a Successor Master Servicer and, if applicable, any transfer of servicing, including, without limitation, all costs and 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 or the Successor Master Servicer to service the related Mortgage Loans properly and effectively, to the extent not paid by the terminated Master Servicer, shall be payable to the Trustee pursuant to Section 9.05. Any successor to the Master Servicer as successor servicer under any Subservicing Agreement shall give notice to the applicable Mortgagors of such change of servicer and shall, during the term of its service as successor servicer maintain in force the policy or policies that the Master Servicer is required to maintain pursuant to Section 3.08.

Trustee to Act; Appointment of Successor. (a) Upon On and after the receipt by time the Master Servicer of receives a notice of termination pursuant to Section 8.01 or an Opinion of Independent Counsel pursuant to Section 7.05 to hereof (unless, the effect that the EMC Servicer becomes Successor Master Servicer is legally unable to act or to delegate its duties to a Person which is legally able to act, as specified in Section 8.01) the Trustee shall automatically become the successor in all respects to the Master Servicer in its capacity under this Agreement and with respect to the transactions set forth or provided for herein and after a transition period (not to exceed 90 days), shall thereafter be subject to all the responsibilities, duties, liabilities duties and limitations on liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof and applicable law including, if applicable, the obligation to make Advances pursuant to Section 5.01 hereof; provided, howeverand payments of Compensating Interest pursuant to Section 5.02 hereof, that except as otherwise provided herein. Effective on the Company shall have the right to either (a) immediately assume the duties date of the Master Servicer or (b) select a successor Master Servicer; provided further, however, that the Trustee shall have no obligation whatsoever with respect to any liability (other than advances deemed recoverable and not previously made) incurred by the Master Servicer at or prior to the time such notice of termination. As , as compensation therefor, but subject to Section 7.06, the Trustee shall be entitled to compensation which all fees, costs and expenses relating to the Mortgage Loans that the Master Servicer would have been entitled to retain if the Master Servicer it had continued to act hereunder, except provided, however, that the Trustee shall not be (i) liable for those amounts due any losses pursuant to Section 3.09 or Section 4.02(c) or as a result of any acts or omissions of the Master Servicer, (ii) obligated to make Advances if it is prohibited from doing so under applicable law, (iii) obligated to effectuate any repurchases or substitutions of Mortgage Loans hereunder, including pursuant to Section 2.02 or 2.03 hereof, (iv) responsible for expenses of the Master Servicer as reimbursement permitted under this Agreement for advances previously pursuant to Section 2.03 or (v) deemed to have made or expenses previously incurredany representations and warranties hereunder, including pursuant to Section 2.03. Notwithstanding the aboveforegoing, the Trustee may, if it shall be unwilling to so to act, or shall, if it is legally prohibited by applicable law from making Advances pursuant to Section 5.01 hereof, or if it is otherwise unable to so to act, appoint appoint, or petition a court of competent jurisdiction to appoint, any established housing and home finance mortgage loan servicing institution the appointment of which is a Xxxxxx Mae- or Xxxxxxx Mac-approved servicer, and with respect to a successor to does not adversely affect the Master Servicer only, having a net worth then current rating of not less than $10,000,000, the Certificates by each Rating Agency as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; provided. Any Successor Master Servicer shall (i) be an institution that is a Xxxxxx Mae and Xxxxxxx Mac approved seller/servicer in good standing, that has a net worth of at least $15,000,000 and (ii) be willing to act as successor servicer of any Mortgage Loans under any Servicing Agreement with respect to which the original Servicer has been terminated as servicer, and shall have executed and delivered to the Depositor and the Trustee shall obtain an agreement accepting such delegation and assignment, that contains an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of the Master Servicer (other than any liabilities of the Master Servicer hereof incurred prior to termination of the Master Servicer under Section 8.01 or as otherwise set forth herein), with like effect as if originally named as a letter from party to this Agreement, provided that each Rating Agency shall have acknowledged in writing that the ratings, if any, on each its rating of the Certificates in effect immediately prior to such assignment and delegation will not be lowered qualified or reduced as a result of such assignment and delegation. If the selection Trustee assumes the duties and responsibilities of the successor to Master Servicer in accordance with this Section 8.02, the Trustee shall not resign as Master ServicerServicer until a Successor Master Servicer has been appointed and has accepted such appointment. Pending appointment of a successor to the Master Servicer hereunder, the Trustee, unless the Trustee shall is prohibited by law from so acting, shall, subject to Section 3.04 hereof, act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on the Mortgage Loans or otherwise as it and such successor shall agree; provided, however, provided that the provisions of Section 7.06 shall apply, the no such compensation shall not be in excess of that which permitted the Master Servicer would have been entitled to if the Master Servicer had continued to act hereunder, and that such successor shall undertake and assume the obligations of the Trustee to pay compensation to any third Person acting as an agent or independent contractor in the performance of master servicing responsibilities hereunder. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Neither the Trustee nor any other Successor Master Servicer shall be deemed to be in default hereunder by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the failure of the Master Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. The costs and expenses of the Trustee and the Successor Master Servicer in connection with the termination of the Master Servicer, appointment of a Successor Master Servicer and, if applicable, any transfer of servicing, including, without limitation, all costs and 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 or the Successor Master Servicer to service the related Mortgage Loans properly and effectively, to the extent not paid by the terminated Master Servicer, shall be payable to the Trustee and the Successor Master Servicer pursuant to Section 9.05. Any successor to the Master Servicer as successor servicer under any Servicing Agreement shall give notice to the applicable Mortgagors of such change of servicer and shall, during the term of its service as successor servicer maintain in force the policy or policies that the Master Servicer is required to maintain pursuant to Section 7.06.

Trustee to Act; Appointment of Successor. (a) Upon the receipt by the Master Servicer of a notice of termination pursuant to Section 8.01 or an Opinion of Independent Counsel pursuant to Section 7.05 to the effect that the Master Servicer is legally unable to act or to delegate its duties to a Person which is legally able to act, the Trustee shall automatically become the successor in all respects to the Master Servicer in its capacity under this Agreement and the transactions set forth or provided for herein and shall thereafter be subject to all the responsibilities, duties, liabilities and limitations on liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof; provided, however, it is understood and acknowledged by the parties hereto that there will be a period of transition (not to exceed 90 days) before the actual servicing functions can be fully transferred to the Trustee or any other successor Servicer; and provided, further, that the Company Trustee shall have the right to either (a) immediately assume the duties of the Master Servicer or (b) select a successor Master Servicer; provided further, however, that the Trustee shall have no obligation whatsoever with respect to any liability (other than advances deemed recoverable and not previously made) incurred by the Master Servicer at or prior to the time of termination. As compensation therefor, but subject to Section 7.06, the Trustee shall be entitled to compensation which the Master Servicer would have been entitled to retain if the Master Servicer had continued to act hereunder, except for those amounts due the Master Servicer as reimbursement permitted under this Agreement for advances previously made or expenses previously incurred. Notwithstanding the above, the Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, appoint or petition a court of competent jurisdiction to appoint, any established housing and home finance institution which is a Xxxxxx Mae- Xxx- or Xxxxxxx Mac-approved servicerServicer, and with respect to a successor to the Master Servicer only, having a net worth of not less than $10,000,000, as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; provided, that the Trustee shall obtain a letter from each Rating Agency that the ratings, if any, on each of the Certificates will not be lowered as a result of the selection of the successor to the Master Servicer. Pending appointment of a successor to the Master Servicer hereunder, the Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on the Mortgage Loans as it and such successor shall agree; provided, however, that the provisions of Section 7.06 shall apply, the compensation shall not be in excess of that which the Master Servicer would have been entitled to if the Master Servicer had continued to act hereunder, and that such successor shall undertake and assume the obligations of the Trustee to pay compensation to any third Person acting as an agent or independent contractor in the performance of master servicing responsibilities hereunder. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession.

Trustee to Act; Appointment of Successor. (a) Upon the receipt by the Master Servicer of a notice of termination pursuant to Section 8.01 or an Opinion of Independent Counsel pursuant to Section 7.05 to the effect that the Master Servicer is legally unable to act or to delegate its duties to a Person which is legally able to act, the Trustee shall automatically become the successor in all respects to the Master Servicer in its capacity under this Agreement and the transactions set forth or provided for herein and shall thereafter be subject to all the responsibilities, duties, liabilities and limitations on liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof; provided, however, that the Company MLML shall have the right to either (a) immediately assume the duties of the Master Servicer or (b) select a successor Master Servicermaster servicer; provided further, however, that the Trustee shall have no obligation whatsoever with respect to any liability (other than advances deemed recoverable and not previously made) incurred by the Master Servicer at or prior to the time of termination. As compensation therefor, but subject to Section 7.06, the Trustee shall be entitled to compensation all funds relating to the Mortgage Loans which the Master Servicer would have been entitled to retain if the Master Servicer had continued to act hereunder, except for those amounts due the Master Servicer as reimbursement permitted under this Agreement for advances previously made or expenses previously incurred. Notwithstanding the above, or anything herein to the contrary, the Trustee, if it becomes Master Servicer, shall have no responsibility or obligation (i) to repurchase or substitute any Mortgage Loan, (ii) for any representation or warranty of the Master Servicer hereunder, and (iii) for any act or omission of either a predecessor or successor Master Servicer other than the Trustee. The Trustee may conduct any activity required of it as Master Servicer hereunder through an Affiliate or through an agent. Neither the Trustee (as successor Master Servicer) nor any other successor Master Servicer shall be deemed to be in default hereunder due to any act or omission of a predecessor Master Servicer, including but not limited to failure to timely deliver to the Trustee distribution instructions, any funds required to be deposited to the Trust Fund, or any breach of its duty to cooperate with a transfer of master servicing. Neither the Trustee nor any other successor Master Servicer shall be deemed to be in default hereunder by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused solely by the failure of the Master Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records required to be provided to it by the Master Servicer. Notwithstanding the above, the Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, appoint or petition a court of competent jurisdiction to appoint, any established housing and home finance institution which is a Xxxxxx Mae- or Xxxxxxx Mac-approved servicer, and with respect to a successor to the Master Servicer only, having a net worth of not less than $10,000,00010,000,000 and meeting such other standards for a successor Master Servicer as are set forth in this Agreement, as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; provided, that the Trustee shall obtain a letter from each Rating Agency that the ratings, if any, on each of the Certificates will not be lowered as a result of the selection of the successor to the Master Servicer. Pending appointment of a successor to the Master Servicer hereunder, the Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on the Mortgage Loans as it and such successor shall agree; provided, however, in the event that the provisions of Section 7.06 shall apply, the no such compensation shall not be in excess of that which permitted the Master Servicer would have been entitled to if the Master Servicer had continued to act hereunderTrustee under this Subsection 8.02(a), and that such successor shall undertake and assume the obligations of the Trustee to pay compensation to any third Person acting as an agent or independent contractor in the performance of master servicing responsibilities hereunder. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession.

Trustee to Act; Appointment of Successor. (a) Upon the receipt by the Master Servicer of a notice of termination pursuant to Section 8.01 or an Opinion of Independent Counsel pursuant to Section 7.05 to the effect that the Master Servicer is legally unable to act or to delegate its duties to a Person which is legally able to act, the Trustee shall automatically become the successor in all respects to the Master Servicer in its capacity under this Agreement and the transactions set forth or provided for herein and shall thereafter be subject to all the responsibilities, duties, liabilities and limitations on liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof; provided, however, that the Company EMC shall have the right to either (a) immediately assume the duties of the Master Servicer or (b) select a successor Master Servicer; provided provided, further, however, that the Trustee shall have no obligation whatsoever with respect to any liability (other than advances deemed recoverable and not previously made) incurred by the Master Servicer at or prior to the time of termination. As compensation therefor, but subject to Section 7.06, the Trustee shall be entitled to compensation all funds relating to the Mortgage Loans which the Master Servicer would have been entitled to retain if the Master Servicer had continued to act hereunder, except for those amounts due the Master Servicer as reimbursement permitted under this Agreement for advances previously made or expenses previously incurred. Notwithstanding the above, the Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, appoint or petition a court of competent jurisdiction to appoint, appoint any established housing and home finance institution which is a Xxxxxx Fannie Mae- or Xxxxxxx Frxxxxx Mac-approved servicerapproxxx xxxvicer, and with respect to a successor to the Master Servicer only, only having a net worth of not less than $10,000,000, as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; provided, that the Trustee shall obtain a letter from each Rating Agency that the ratings, if any, of such Rating Agency on each of the Certificates will not be lowered downgraded, qualified or withdrawn as a result of the selection of the successor to the Master Servicer. Pending appointment of a successor to the Master Servicer hereunder, the Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on the Mortgage Loans as it and such successor shall agree; provided, however, that the provisions of Section 7.06 shall apply, the no such compensation shall not be in excess of that which permitted the Master Servicer would have been entitled to if the Master Servicer had continued to act hereunderTrustee under this Subsection 8.02(a), and that such successor shall undertake and assume the obligations of the Trustee to pay compensation to any third Person acting as an agent or independent contractor in the performance of master servicing responsibilities hereunder. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession.

Trustee to Act; Appointment of Successor. (a) Upon On and after the receipt by time the Master Servicer of receives a notice of termination pursuant to Section 8.01 or an Opinion of Independent Counsel pursuant to Section 7.05 to the effect that the Master Servicer is legally unable to act or to delegate its duties to a Person which is legally able to act7.01 hereof, the Trustee shall automatically become shall, subject to and to the extent provided in Section 3.04, be the successor in all respects to the Master Servicer in its capacity as master servicer under this Agreement and the transactions set forth or provided for herein and shall thereafter be subject to all the responsibilities, duties, liabilities duties and limitations on liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof; provided, however, that hereof and applicable law including the Company shall have the right obligation to either (a) immediately assume the duties of the Master Servicer or (b) select a successor Master Servicer; provided further, however, that the Trustee shall have no obligation whatsoever with respect make Advances pursuant to any liability (other than advances deemed recoverable and not previously made) incurred by the Master Servicer at or prior to the time of terminationSection 4.01. As compensation therefor, but subject to Section 7.06, the Trustee shall be entitled to compensation which all funds relating to the Mortgage Loans that the Master Servicer would have been entitled to retain charge to the Certificate Account or Distribution Account if the Master Servicer had continued to act hereunder. Notwithstanding the foregoing, except for those amounts due if the Trustee has become the successor to the Master Servicer as reimbursement permitted under this Agreement for advances previously made or expenses previously incurred. Notwithstanding the abovein accordance with Section 7.01 hereof, the Trustee may, if it shall be unwilling to so to act, or shall, if it is legally prohibited by applicable law from making Advances pursuant to Section 4.01 hereof or if it is otherwise unable to so to act, appoint appoint, or petition a court of competent jurisdiction to appoint, any established housing and home finance mortgage loan servicing institution the appointment of which is a Xxxxxx Mae- or Xxxxxxx Mac-approved servicerdoes not adversely affect the then current rating of the Certificates, and with respect to a successor to the Master Servicer only, having a net worth of not less than $10,000,000, by each Rating Agency as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; provided. Any successor to the Master Servicer shall be an institution which is a FNMA and FHLMC approved seller/servicer in good standing, that which has a net worth of at least $15,000,000, and which is willing to service the Mortgage Loans and (i) executes and delivers to the Depositor and the Trustee shall obtain an agreement accepting such delegation and assignment, which contains an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of the Master Servicer (other than liabilities of the Master Servicer under Section 6.03 hereof incurred prior to termination of the Master Servicer under Section 7.01), with like effect as if originally named as a letter from party to this Agreement; and provided further that each Rating Agency acknowledges that the ratings, if any, on each its rating of the Certificates in effect immediately prior to such assignment and delegation will not be lowered qualified or reduced, as a result of the selection of the successor such assignment and delegation and (ii) provides to the Master ServicerDepositor in writing fifteen days prior to the effective date of such appointment and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a replacement master servicer. The Trustee shall provide written notice to the Depositor of such successor pursuant to this Section. Pending appointment of a successor to the Master Servicer hereunder, the Trustee, unless the Trustee shall is prohibited by law from so acting, shall, subject to Section 3.04 hereof, act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on the Mortgage Loans as it and such successor shall agree; provided, however, that the provisions of Section 7.06 shall apply, the no such compensation shall not be in excess of that which the Master Servicing Fee permitted to be paid to the Master Servicer would have been entitled to if the Master Servicer had continued to act hereunder, and that such successor shall undertake and assume the obligations of the Trustee to pay compensation to any third Person acting as an agent or independent contractor in the performance of master servicing responsibilities hereunder. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Neither the Trustee nor any other successor master servicer shall be deemed to be in default hereunder by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the failure of the Master Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. Any successor to the Master Servicer as master servicer shall give notice to the Mortgagors of such change of servicer and shall, during the term of its service as master servicer maintain in force the policy or policies that the Master Servicer is required to maintain pursuant to Section 3.09. In connection with the termination or resignation of the Master Servicer hereunder, either (i) the successor Master Servicer, including the Trustee if the Trustee is acting as successor Master Servicer, shall represent and warrant that it is a member of MERS in good standing and shall agree to comply in all material respects with the rules and procedures of MERS in connection with the servicing of the Mortgage Loans that are registered with MERS, or (ii) the predecessor Master Servicer shall cooperate with the successor Master Servicer either (x) in causing MERS to execute and deliver an assignment of Mortgage in recordable form to transfer the Mortgage from MERS to the Trustee and to execute and deliver such other notices, documents and other instruments as may be necessary or desirable to effect a transfer of such Mortgage Loan or servicing of such Mortgage Loan on the MERS® System to the successor Master Servicer or (y) in causing MERS to designate on the MERS® System the successor Master Servicer as the servicer of such Mortgage Loan. The predecessor Master Servicer shall file or cause to be filed any such assignment in the appropriate recording office. The successor Master Servicer shall cause such assignment to be delivered to the Trustee promptly upon receipt of the original with evidence of recording thereon or a copy certified by the public recording office in which such assignment was recorded.

Trustee to Act; Appointment of Successor. (a) Upon Within 90 days of the receipt by time the Master Servicer of resigns pursuant to Section 6.04 or receives a notice of termination pursuant to Section 8.01 or an Opinion of Independent Counsel pursuant to Section 7.05 to the effect that the Master Servicer is legally unable to act or to delegate its duties to a Person which is legally able to act7.01, the Trustee or a successor Servicer appointed by the Trustee hereunder shall automatically become be the successor in all respects to the Master Servicer in its capacity as Servicer under this Agreement and the transactions set forth or provided for herein and shall thereafter be subject thereafter to all the responsibilities, duties, liabilities and limitations on liabilities relating thereto placed on the Master Servicer, including the obligation to make Monthly Advances which have been or will be required to be made, but excluding the representations of the Servicer contained in Section 2.03, by the terms and provisions hereof; provided, however, provided that any failure to perform such duties or responsibilities caused by the Company predecessor Servicer's failure to provide information required by Section 4.02 or 4.03 shall have not be considered a default by the right to either (a) immediately assume the duties of the Master Trustee as successor Servicer or (b) select a successor Master Servicerhereunder; and provided further, however, further that the Trustee shall have no obligation whatsoever with respect to any liability (other than advances Monthly Advances deemed recoverable and not previously made) incurred by the Master predecessor Servicer at or prior to the time of terminationreceipt by such Servicer of the notice of termination pursuant to Section 7.01 or receipt by the Trustee of the Opinion of Counsel referred to in Section 6.04. As compensation therefor, but subject to Section 7.06, the Trustee shall be entitled to compensation the Servicing Fee and all funds relating to the Mortgage Loans which the Master Servicer would have been entitled to retain charge to the Custodial Account if the Master Servicer had continued to act hereunder, except for those amounts due that the Master Servicer as reimbursement permitted under shall be entitled to receive pursuant to Section 7.01. If the Trustee has become the successor to the Servicer in accordance with Section 6.04 or this Agreement for advances previously made or expenses previously incurred. Notwithstanding Section 7.02, then notwithstanding the above, if the Trustee may, if it shall be unwilling to so to act, or shall, if it is legally shall be unable to so to act, appoint the Trustee may appoint, or petition a court of competent jurisdiction to appoint, any established housing and home finance institution , which is also a Xxxxxx Mae- Xxx or Xxxxxxx Mac-approved servicer, and with respect to a successor to the Master Servicer onlymortgage servicing institution, having a net worth of not less than $10,000,000, 10,000,000 as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; provided, that the Trustee shall obtain a letter from each Rating Agency that the ratings, if any, on each of the Certificates will not be lowered as a result of the selection of the successor to the Master Servicer. Pending appointment of a successor to the Master Servicer hereunder, the Trustee shall act in such capacity as hereinabove herein above provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on the Mortgage Loans as it and such successor shall agree; provided, however, that the provisions of Section 7.06 shall apply, the no such compensation shall not be in excess of that which permitted the Master Servicer would have been entitled to if the Master Servicer had continued to act hereunder, and that such successor shall undertake and assume the obligations . Each of the Trustee to pay compensation to any third Person acting as an agent or independent contractor in Seller, the performance of master servicing responsibilities hereunder. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. If the Trustee becomes the successor to the Servicer hereunder, the Trustee shall be entitled to be reimbursed by the Servicer for all costs associated with the transfer of the servicing of the Mortgage Loans to the Trustee, including any costs or expenses associated with the complete transfer of all servicing data and the completion, correction or manipulation of such servicing data as may be required by the Trustee to correct any errors or insufficiencies in the servicing data or otherwise to enable the Trustee to service the Mortgage Loans in accordance with this Agreement. To the extent that any such costs and expenses of the Trustee resulting from the termination of the Servicer pursuant to this Section 7.02 are not reimbursed by the terminated Servicer, the Trustee shall be entitled to reimbursement of such costs and expenses from the Payment Account. Any successor, including the Trustee, to the Servicer shall maintain in force during its term as Servicer hereunder insurance policies and fidelity bonds as may be required to be maintained by the Servicer pursuant to Section 3.12. If the Trustee shall succeed to any duties of the Servicer with respect to the Mortgage Loans as provided herein, it shall do so in a separate capacity and not in its capacity as Trustee and, accordingly, the provisions of Article VIII shall be inapplicable to the Trustee in its duties as successor Servicer in the servicing of the Mortgage Loans (although such provisions shall continue to apply to the Trustee in its capacity as trustee); the provisions of Article III, however, shall apply to the Trustee in its capacity as successor Servicer.

Trustee to Act; Appointment of Successor. (a) Upon On and after the receipt by time the Master Servicer of receives a notice of termination pursuant to Section 8.01 or an Opinion of Independent Counsel pursuant to Section 7.05 to the effect that the Master Servicer is legally unable to act or to delegate its duties to a Person which is legally able to act, hereof the Trustee shall automatically become the successor in all respects to the Master Servicer in its capacity under this Agreement and with respect to the transactions set forth or provided for herein and after a transition period (not to exceed 90 days), shall thereafter be subject to all the responsibilities, duties, liabilities duties and limitations on liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof; provided, howeverhowever that, that pursuant to Article V hereof, the Company Trustee in its capacity as Successor Master Servicer shall have be responsible for making any Advances required to be made by the right to either (a) Master Servicer immediately assume upon the duties termination of the Master Servicer or (b) select a successor and any such Advance shall be made on the Distribution Date on which such Advance was required to be made by the predecessor Master Servicer; provided further, however, that . Effective on the Trustee shall have no obligation whatsoever with respect to any liability (other than advances deemed recoverable and not previously made) incurred by the Master Servicer at or prior to the time date of such notice of termination. As , as compensation therefor, but subject to Section 7.06, the Trustee shall be entitled to compensation which all compensation, reimbursement of expenses and indemnification that the Master Servicer would have been entitled to retain if the Master Servicer it had continued to act hereunder, except provided, however, that the Trustee shall not be (i) liable for those amounts due any acts or omissions of the Master Servicer, (ii) obligated to make Advances if it is prohibited from doing so under applicable law, (iii) responsible for expenses of the Master Servicer as reimbursement permitted under this Agreement for advances previously made pursuant to Section 2.03 or expenses previously incurred(iv) obligated to deposit losses on any Permitted Investment directed by the Master Servicer. Notwithstanding the aboveforegoing, the Trustee may, if it shall be unwilling to so to act, or shall, if it is legally prohibited by applicable law from making Advances pursuant to Article V or if it is otherwise unable to so to act, appoint appoint, or petition a court of competent jurisdiction to appoint, any established housing and home finance mortgage loan servicing institution the appointment of which is a Xxxxxx Mae- or Xxxxxxx Mac-approved servicer, and with respect to a successor to does not adversely affect the Master Servicer only, having a net worth then current rating of not less than $10,000,000, the Certificates by each Rating Agency as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; provided. Any Successor Master Servicer shall (i) be an institution that is a Xxxxxx Xxx and Xxxxxxx Mac approved seller/servicer in good standing, that has a net worth of at least $15,000,000, (ii) be acceptable to the Trustee (which consent shall obtain not be unreasonably withheld) and (iii) be willing to act as successor servicer of any Mortgage Loans under this Agreement, and shall have executed and delivered to the Depositor and the Trustee an agreement accepting such delegation and assignment, that contains an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of the Master Servicer (other than any liabilities of the Master Servicer hereof incurred prior to termination of the Master Servicer under Section 8.01 or as otherwise set forth herein), with like effect as if originally named as a letter from party to this Agreement, provided that each Rating Agency shall have acknowledged in writing that the ratings, if any, on each its rating of the Certificates in effect immediately prior to such assignment and delegation will not be lowered qualified or reduced as a result of such assignment and delegation. If the selection Trustee assumes the duties and responsibilities of the successor to Master Servicer in accordance with this Section 8.02, the Trustee shall not resign as Master ServicerServicer until a Successor Master Servicer has been appointed and has accepted such appointment. Pending appointment of a successor to the Master Servicer hereunder, the Trustee, unless the Trustee is prohibited by law from so acting, shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on the Mortgage Loans or otherwise as it and such successor shall agree; provided, however, provided that no such compensation unless agreed to by the provisions of Section 7.06 Certificateholders shall apply, the compensation shall not be in excess of that which permitted the Master Servicer would have been entitled to if the Master Servicer had continued to act hereunder, and that such successor shall undertake and assume the obligations of the Trustee to pay compensation to any third Person acting as an agent or independent contractor in the performance of master servicing responsibilities hereunder. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Neither the Trustee nor any other Successor Master Servicer shall be deemed to be in default hereunder by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the failure of the Master Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. The costs and expenses of the Trustee in connection with the termination of the Master Servicer, appointment of a Successor Master Servicer and, if applicable, any transfer of servicing, including, without limitation, all costs and 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 or the Successor Master Servicer to service the Mortgage Loans properly and effectively, to the extent not paid by the terminated Master Servicer, shall be payable to the Trustee pursuant to Section 9.05. Any successor to the Master Servicer as successor servicer under any Subservicing Agreement shall give notice to the applicable Mortgagors of such change of servicer and shall, during the term of its service as successor servicer maintain in force the policy or policies that the Master Servicer is required to maintain pursuant to Section 3.08.

Trustee to Act; Appointment of Successor. (a) Upon the receipt by the Master Servicer of a notice of termination pursuant to Section 8.01 or an Opinion of Independent Counsel pursuant to Section 7.05 to the effect that the Master Servicer is legally unable to act or to delegate its duties to a Person which is legally able to act, the Trustee shall automatically become the successor in all respects to the Master Servicer in its capacity under this Agreement and the transactions set forth or provided for herein and shall thereafter be subject to all the responsibilities, duties, liabilities and limitations on liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof; provided, however, that the Company shall have the right to either (a) immediately assume the duties of the Master Servicer or (b) select a successor Master Servicer; provided further, however, that the Trustee shall have no obligation whatsoever with respect to any liability (other than advances deemed recoverable and not previously made) incurred by the Master Servicer at or prior to the time of termination. As compensation therefor, but subject to Section 7.06, the Trustee shall be entitled to compensation which the Master Servicer would have been entitled to retain if the Master Servicer had continued to act hereunder, except for those amounts due the Master Servicer as reimbursement permitted under this Agreement for advances previously made or expenses previously incurred. Notwithstanding the above, the Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, appoint or petition a court of competent jurisdiction to appoint, any established housing and home finance institution which is a Xxxxxx Mae- Xxx- or Xxxxxxx Mac-approved servicer, and with respect to a successor to the Master Servicer only, having a net worth of not less than $10,000,000, as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; provided, that the Trustee shall obtain a letter from each Rating Agency that the ratings, if any, on each of the Certificates will not be lowered as a result of the selection of the successor to the Master Servicer. Pending appointment of a successor to the Master Servicer hereunder, the Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on the Mortgage Loans as it and such successor shall agree; provided, however, that the provisions of Section 7.06 shall apply, the compensation shall not be in excess of that which the Master Servicer would have been entitled to if the Master Servicer had continued to act hereunder, and that such successor shall undertake and assume the obligations of the Trustee to pay compensation to any third Person acting as an agent or independent contractor in the performance of master servicing responsibilities hereunder. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession.

Trustee to Act; Appointment of Successor. (a) Upon the receipt by the Master Servicer of a notice of termination pursuant to Section 8.01 or an Opinion of Independent Counsel pursuant to Section 7.05 to the effect that the Master Servicer is legally unable to act or to delegate its duties to a Person which is legally able to act, the Trustee shall automatically become the successor in all respects to the Master Servicer in its capacity under this Agreement and the transactions set forth or provided for herein and shall thereafter have all the rights and powers of, and be subject to all the responsibilities, duties, liabilities and limitations on liabilities relating thereto placed on the Master Servicer by the terms and provisions hereofhereof (including the requirement to make Monthly Advances pursuant to Section 6.06); provided, however, that the Company shall have the right to either (a) immediately assume the duties of the Master Servicer or (b) select a successor Master Servicer; provided further, however, that the Trustee shall have no obligation whatsoever with respect to any liability (other than advances deemed recoverable and not previously made) incurred by the Master Servicer at or prior to the time of termination. As compensation therefor, but subject to Section 7.06, the Trustee shall be entitled to compensation which the Master Servicer would have been entitled to retain if the Master Servicer had continued to act hereunder, except for those amounts due the Master Servicer as reimbursement permitted under this Agreement for advances previously made or expenses previously incurred. Notwithstanding the above, the Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, appoint or petition a court of competent jurisdiction to appoint, any established housing and home finance institution which is a Xxxxxx Mae- Fxxxxx Mxx- or Xxxxxxx Fxxxxxx Mac-approved servicer, and with respect to a successor to the Master Servicer only, having a net worth of not less than $10,000,000, as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; provided, that the Trustee shall obtain a letter from each Rating Agency that the ratings, if any, on each of the Certificates will not be lowered as a result of the selection of the successor to the Master Servicer. Pending appointment of a successor to the Master Servicer hereunder, the Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on the Mortgage Loans as it and such successor shall agree; provided, however, that the provisions of Section 7.06 shall apply, the compensation shall not be in excess of that which the Master Servicer would have been entitled to if the Master Servicer had continued to act hereunder, and that such successor shall undertake and assume the obligations of the Trustee Master Servicer to pay compensation to any third Person acting as an agent or independent contractor in the performance of master servicing responsibilities hereunder. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession.

Trustee to Act; Appointment of Successor. (a) Upon the receipt by the Master Servicer of a notice of termination pursuant to Section 8.01 or an Opinion of Independent Counsel pursuant to Section 7.05 to the effect that the Master Servicer is legally unable to act or to delegate its duties to a Person which is legally able to act, the Trustee shall automatically become the successor in all respects to the Master Servicer in its capacity under this Agreement and the transactions set forth or provided for herein and shall thereafter be subject to all the responsibilities, duties, liabilities and limitations on liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof; provided, however, that the Company EMC shall have the right to either (a) immediately assume the duties of the Master Servicer or (b) select a successor Master Servicer; provided provided, further, however, that the Trustee shall have no obligation whatsoever with respect to any liability (other than advances deemed recoverable and not previously made) incurred by the Master Servicer at or prior to the time of termination. As compensation therefor, but subject to Section 7.06, the Trustee shall be entitled to compensation all funds relating to the Mortgage Loans which the Master Servicer would have been entitled to retain if the Master Servicer had continued to act hereunder, except for those amounts due the Master Servicer as reimbursement permitted under this Agreement for advances previously made or expenses previously incurred. Notwithstanding the above, the Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, appoint or petition a court of competent jurisdiction to appoint, appoint any established housing and home finance institution which is a Xxxxxx Fannie Mae- or Xxxxxxx MacFrxxxxx Mxx-approved servicerapproxxx xxxvicer, and with respect to a successor to the Master Servicer only, only having a net worth of not less than $10,000,000, as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; provided, that the Trustee shall obtain a letter from each Rating Agency that the ratings, if any, of such Rating Agency on each of the Certificates will not be lowered downgraded, qualified or withdrawn as a result of the selection of the successor to the Master Servicer. Pending appointment of a successor to the Master Servicer hereunder, the Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on the Mortgage Loans as it and such successor shall agree; provided, however, that the provisions of Section 7.06 shall apply, the no such compensation shall not be in excess of that which permitted the Master Servicer would have been entitled to if the Master Servicer had continued to act hereunderTrustee under this Subsection 8.02(a), and that such successor shall undertake and assume the obligations of the Trustee to pay compensation to any third Person acting as an agent or independent contractor in the performance of master servicing responsibilities hereunder. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession.

Trustee to Act; Appointment of Successor. (a) Upon the receipt by the Master Servicer of a notice of termination pursuant to Section 8.01 or an Opinion of Independent Counsel pursuant to Section 7.05 to the effect that the Master Servicer is legally unable to act or to delegate its duties to a Person which is legally able to act, the Trustee shall automatically become the successor in all respects to the Master Servicer in its capacity under this Agreement and the transactions set forth or provided for herein and shall thereafter have all of the rights and powers of, and be subject to all the responsibilities, duties, liabilities and limitations on liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof; provided, however, that the Company shall have the right to either (a) immediately assume the duties of the Master Servicer or (b) select a Trustee in its capacity as successor Master Servicer; provided further, however, that the Trustee master servicer shall have no obligation whatsoever with respect to any liability (other than advances deemed recoverable and not previously made) incurred by the Master Servicer at or prior to the time of termination. As compensation therefor, but subject to Section 7.06, the Trustee in its capacity as successor master servicer shall be entitled to compensation which the Master Servicer would have been entitled to retain if the Master Servicer had continued to act hereunder, except for those amounts due the Master Servicer as reimbursement permitted under this Agreement for advances previously made or expenses previously incurred. Notwithstanding the above, the Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, appoint or petition a court of competent jurisdiction to appoint, any established housing and home finance institution which is a Xxxxxx Mae- Fxxxxx Mxx- or Xxxxxxx Fxxxxxx Mac-approved servicer, and with respect to a successor to the Master Servicer only, having a net worth of not less than $10,000,00015,000,000, as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; provided, that the Trustee shall obtain a letter from each Rating Agency that the ratings, if any, on each of the Certificates will not be lowered as a result of the selection of the successor to the Master Servicer. Pending appointment of a successor to the Master Servicer hereunder, the Trustee in its capacity as successor master servicer shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on the Mortgage Loans as it and such successor shall agree; provided, however, that the provisions of Section 7.06 shall apply, the compensation shall not be in excess of that which the Master Servicer would have been entitled to if the Master Servicer had continued to act hereunder, and that such successor shall undertake and assume the obligations of the Trustee to pay compensation to any third Person acting as an agent or independent contractor in the performance of master servicing responsibilities hereunder. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession.

Trustee to Act; Appointment of Successor. (a) Upon On and after the receipt by time the Master Servicer of receives a notice of termination pursuant to Section 8.01 or an Opinion of Independent Counsel pursuant to Section 7.05 to the effect that the Master Servicer is legally unable to act or to delegate its duties to a Person which is legally able to act, 9.01 hereof the Trustee shall automatically become the successor in all respects to the Master Servicer in its capacity under this Agreement and with respect to the transactions set forth or provided for herein and after a transition period (not to exceed 90 days), shall thereafter be subject to all the responsibilities, duties, liabilities duties and limitations on liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof; provided, however, that the Company shall have the right to either (a) immediately assume the duties of the Master Servicer or (b) select a successor Master Servicer; provided provided, further, howeverhowever that, that pursuant to Article VI hereof, the Trustee in its capacity as successor Master Servicer shall have no obligation whatsoever with respect be responsible for making any Advances required to any liability (other than advances deemed recoverable and not previously made) incurred be made by the Master Servicer at or prior immediately upon the termination of the Master Servicer and any such Advance shall be made on the Distribution Date on which such Advance was required to be made by the time predecessor Master Servicer. Effective on the date of such notice of termination. As , as compensation therefor, but subject to Section 7.06, the Trustee shall be entitled to compensation which all compensation, reimbursement of expenses and indemnifications that the Master Servicer would have been entitled to retain if the Master Servicer it had continued to act hereunder, except provided, however, that the Trustee shall not be (i) liable for those amounts due any acts or omissions of the Master Servicer, (ii) obligated to make Advances if it is prohibited from doing so under applicable law, (iii) responsible for expenses of the Master Servicer as reimbursement permitted under this Agreement for advances previously made pursuant to Section 2.03 or expenses previously incurred(iv) obligated to deposit losses on any Permitted Investment directed by the Master Servicer. Notwithstanding the aboveforegoing, the Trustee may, if it shall be unwilling to so to act, or shall, if it is legally prohibited by applicable law from making Advances pursuant to Article VI or if it is otherwise unable to so to act, appoint appoint, or petition a court of competent jurisdiction to appoint, any established housing and home finance mortgage loan servicing institution the appointment of which is a Xxxxxx Mae- or Xxxxxxx Mac-approved servicer, and with respect to a successor to does not adversely affect the Master Servicer only, having a net worth then current rating of not less than $10,000,000, the Certificates by each Rating Agency as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; provided. Any Successor Master Servicer shall (i) be an institution that is a Xxxxxx Mae and Xxxxxxx Mac approved seller/servicer in good standing, that has a net worth of at least $15,000,000 and (ii) be willing to act as successor servicer of any Mortgage Loans under this Agreement or the related Servicing Agreement with respect to which the Company or the original Servicer has been terminated as servicer, and shall have executed and delivered to the Depositor and the Trustee shall obtain an agreement accepting such delegation and assignment, that contains an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of the Master Servicer (other than any liabilities of the Master Servicer hereof incurred prior to termination of the Master Servicer under Section 9.01 or as otherwise set forth herein), with like effect as if originally named as a letter from party to this Agreement, provided that each Rating Agency shall have acknowledged in writing that the ratings, if any, on each its rating of the Certificates in effect immediately prior to such assignment and delegation will not be lowered qualified or reduced as a result of such assignment and delegation. If the selection Trustee assumes the duties and responsibilities of the successor to Master Servicer in accordance with this Section 9.02, the Trustee shall not resign as Master ServicerServicer until a Successor Master Servicer has been appointed and has accepted such appointment. Pending appointment of a successor to the Master Servicer hereunder, the Trustee, unless the Trustee shall is prohibited by law from so acting, shall, subject to Section 4.04 hereof, act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on the Mortgage Loans or otherwise as it and such successor shall agree; provided, however, provided that no such compensation unless agreed to by the provisions of Section 7.06 Certificateholders shall apply, the compensation shall not be in excess of that which permitted the Master Servicer would have been entitled to if the Master Servicer had continued to act hereunder, and that such successor shall undertake and assume the obligations of the Trustee to pay compensation to any third Person acting as an agent or independent contractor in the performance of master servicing responsibilities hereunder. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Neither the Trustee nor any other Successor Master Servicer shall be deemed to be in default hereunder by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the failure of the Master Servicer and the Securities Administrator to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. The costs and expenses of the Trustee in connection with the termination of the Master Servicer, appointment of a Successor Master Servicer and, if applicable, any transfer of servicing, including, without limitation, all costs and 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 or the Successor Master Servicer to service the related Mortgage Loans properly and effectively, to the extent not paid by the terminated Master Servicer, shall be payable to the Trustee pursuant to Section 10.05. Any successor to the Master Servicer as successor servicer under any Subservicing Agreement shall give notice to the applicable Mortgagors of such change of servicer and shall, during the term of its service as successor servicer maintain in force the policy or policies that the Master Servicer is required to maintain pursuant to Section 4.04.

Trustee to Act; Appointment of Successor. (a) Upon On and after the receipt by time the Master Servicer of receives a notice of termination pursuant to Section 8.01 hereof or an Opinion of Independent Counsel resigns pursuant to Section 7.05 7.04 hereof, subject to the effect that the Master Servicer is legally unable to act or to delegate its duties to a Person which is legally able to actprovisions of Section 3.06 hereof, the Trustee shall automatically become be the successor in all respects to the Master Servicer in its capacity as master servicer under this Agreement and with respect to the transactions set forth or provided for herein and shall thereafter be subject to all the responsibilities, duties, liabilities duties and limitations on liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof; provided, however, provided that neither the Company shall have the right Trustee nor any other successor to either (a) immediately assume the duties of the Master Servicer pursuant to this Section 8.02 shall be deemed to have made any representation or (b) select a successor Master Servicer; provided further, however, that the Trustee shall have no obligation whatsoever with respect to any liability (other than advances deemed recoverable and not previously made) incurred warranty made by the Master Servicer at Servicer, shall be obligated to effect any repurchase or prior to the time substitute of terminationany Mortgage Loan, or shall have any responsibility for an act or omission of any predecessor Master Servicer. As compensation therefor, but subject to Section 7.06, the Trustee shall be entitled to compensation which all funds relating to the Mortgage Loans that the Master Servicer would have been entitled to retain charge to the related Custodial Account if the Master Servicer had continued to act hereunderhereunder (except that the terminated Master Servicer shall retain the right to be reimbursed for advances (including, except for those amounts due without limitation, Monthly Advances) theretofore made by the Master Servicer with respect to which it would be entitled to be reimbursed if it had not been so terminated as reimbursement permitted under this Agreement for advances previously made or expenses previously incurredMaster Servicer). Notwithstanding the aboveforegoing, if the Trustee has become the successor to the Master Servicer in accordance with this Section 8.02, the Trustee may, if it shall be unwilling to so to act, or shall, if it is legally unable to so to act, appoint appoint, or petition a court of competent jurisdiction to appoint, any established housing and home finance institution mortgage loan servicing institution, the appointment of which is a Xxxxxx Mae- or Xxxxxxx Mac-approved servicer, and with respect to a successor to does not adversely affect the Master Servicer only, having a net worth then current rating of not less than $10,000,000the Certificates, as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; provided, that the Trustee shall obtain a letter from each Rating Agency that the ratings, if any, on each of the Certificates will not be lowered as a result of the selection of the successor to the Master Servicer. Pending appointment of a successor to the Master Servicer hereunder, the Trustee, unless the Trustee is prohibited by law from so acting, shall act in such capacity as hereinabove providedprovided herein. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on the Mortgage Loans as it and such successor shall agree; provided, however, that the provisions of Section 7.06 shall apply, the no such compensation shall not be in excess of that which permitted the Master Servicer would have been entitled to if the Master Servicer had continued to act hereunder, and that such successor shall undertake and assume the obligations of the Trustee to pay compensation to any third Person acting as an agent or independent contractor in the performance of master servicing responsibilities hereunder. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession.

Trustee to Act; Appointment of Successor. (a) Upon the receipt by the Master Servicer of a notice of termination pursuant to Section 8.01 or an Opinion of Independent Counsel pursuant to Section 7.05 to the effect that the Master Servicer is legally unable to act or to delegate its duties to a Person which is legally able to act, the Trustee shall automatically become the successor in all respects to the Master Servicer in its capacity under this Agreement and the transactions set forth or provided for herein and shall thereafter be subject to all the responsibilities, duties, liabilities and limitations on liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof; provided, however, that the Company shall have the right to either (a) immediately assume the duties of the Master Servicer or (b) select a successor Master Servicer; provided further, however, that the Trustee shall have no obligation whatsoever with respect to any liability (other than advances deemed recoverable and not previously made) incurred by the Master Servicer at or prior to the time of termination. As compensation therefor, but subject to Section 7.06, the Trustee shall be entitled to compensation which the Master Servicer would have been entitled to retain if the Master Servicer had continued to act hereunder, except for those amounts due the Master Servicer as reimbursement permitted under this Agreement for advances previously made or expenses previously incurred. Notwithstanding the above, the Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, appoint or petition a court of competent jurisdiction to appoint, any established housing and home finance institution which is a Xxxxxx Fannie Mae- or Xxxxxxx MacFrxxxxx Mxx-approved servicerapproxxx xxxvicer, and with respect to a successor to the Master Servicer only, having a net worth of not less than $10,000,000, as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; provided, that the Trustee shall obtain a letter from each Rating Agency that the ratings, if any, on each of the Certificates will not be lowered as a result of the selection of the successor to the Master Servicer. Pending appointment of a successor to the Master Servicer hereunder, the Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on the Mortgage Loans as it and such successor shall agree; provided, however, that the provisions of Section 7.06 shall apply, the compensation shall not be in excess of that which the Master Servicer would have been entitled to if the Master Servicer had continued to act hereunder, and that such successor shall undertake and assume the obligations of the Trustee to pay compensation to any third Person acting as an agent or independent contractor in the performance of master servicing responsibilities hereunder. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession.

Trustee to Act; Appointment of Successor. (a) Upon the receipt by the Master Servicer of a notice of termination pursuant to Section 8.01 7.01 or an Opinion of Counsel rendered by Independent Counsel counsel pursuant to Section 7.05 6.05 to the effect that the Master Servicer is legally unable to act or to delegate its duties to a Person which is legally able to act, the Trustee shall automatically become the successor in all respects to the Master Servicer in its capacity under this Agreement and the transactions set forth or provided for herein and shall thereafter be subject to all the responsibilities, duties, liabilities and limitations on liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof; provided, however, that the Company shall have the right to either (a) immediately assume the duties of the Master Servicer or (b) select a successor Master Servicer; provided further, however, that the Trustee shall have no obligation whatsoever with respect to any liability (other than advances Advances deemed recoverable and not previously made) incurred by the Master Servicer at or prior to the time of termination. As compensation therefor, but subject to Section 7.066.06, the Trustee shall be entitled to compensation which the Master Servicer would have been entitled to retain if the Master Servicer had continued to act hereunder, except for those amounts due the Master Servicer as reimbursement permitted under this Agreement for advances previously made or expenses previously incurred. Notwithstanding the above, the Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, appoint or petition a court of competent jurisdiction to appoint, any established housing and home finance institution which is a Xxxxxx Mae- Xxx- or Xxxxxxx Mac-approved servicer, and with respect to a successor to the Master Servicer only, having a net worth of not less than $10,000,000, as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; provided, that the Trustee shall obtain consent from the NIMS Insurer and a letter from or other evidence each Rating Agency that the ratings, if any, on each of the Certificates will not be lowered as a result of the selection of the successor to the Master Servicer. Pending appointment of a successor to the Master Servicer hereunder, the Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on the Mortgage Loans as it and such successor shall agree; provided, however, that the provisions of Section 7.06 6.06 shall apply, the compensation shall not be in excess of that which the Master Servicer would have been entitled to if the Master Servicer had continued to act hereunder, and that such successor shall undertake and assume the obligations of the Trustee to pay compensation to any third Person acting as an agent or independent contractor in the performance of master servicing responsibilities hereunder. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. All reasonable Servicing Transfer Costs shall be paid by the predecessor Master Servicer upon presentation of reasonable documentation of such costs, and if such predecessor Master Servicer defaults in its obligation to pay such costs, such costs shall be paid by the successor Master Servicer or the Trustee (in which case the successor Master Servicer or the Trustee, as applicable, shall be entitled to reimbursement therefor from the assets of the Trust Fund).

Trustee to Act; Appointment of Successor. (a) Upon On and after the receipt by time the Master Servicer of receives a notice of termination pursuant to Section 8.01 or an Opinion of Independent Counsel pursuant to Section 7.05 to hereof (unless, the effect that the EMC Servicer becomes Successor Master Servicer is legally unable to act or to delegate its duties to a Person which is legally able to act, as specified in Section 8.01) the Trustee shall automatically become the successor in all respects to the Master Servicer in its capacity under this Agreement and with respect to the transactions set forth or provided for herein and after a transition period (not to exceed 90 days), shall thereafter be subject to all the responsibilities, duties, liabilities duties and limitations on liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof and applicable law including, if applicable, the obligation to make Advances pursuant to Section 5.01 hereof; provided, howeverand payments of Compensating Interest pursuant to Section 5.02 hereof, that except as otherwise provided herein. Effective on the Company shall have the right to either (a) immediately assume the duties date of the Master Servicer or (b) select a successor Master Servicer; provided further, however, that the Trustee shall have no obligation whatsoever with respect to any liability (other than advances deemed recoverable and not previously made) incurred by the Master Servicer at or prior to the time such notice of termination. As , as compensation therefor, but subject to Section 7.06, the Trustee shall be entitled to compensation which all fees, costs and expenses relating to the Mortgage Loans that the Master Servicer would have been entitled to retain if the Master Servicer it had continued to act hereunder, except provided, however, that the Trustee shall not be (i) liable for those amounts due any losses pursuant to Section 3.09 or Section 4.02(c) or as a result of any acts or omissions of the Master Servicer, (ii) obligated to make Advances if it is prohibited from doing so under applicable law, (iii) obligated to effectuate any repurchases or substitutions of Mortgage Loans hereunder, including pursuant to Section 2.02 or 2.03 hereof, (iv) responsible for expenses of the Master Servicer as reimbursement permitted under this Agreement for advances previously pursuant to Section 2.03 or (v) deemed to have made or expenses previously incurredany representations and warranties hereunder, including pursuant to Section 2.03. Notwithstanding the aboveforegoing, the Trustee may, if it shall be unwilling to so to act, or shall, if it is legally prohibited by applicable law from making Advances pursuant to Section 5.01 hereof, or if it is otherwise unable to so to act, appoint appoint, or petition a court of competent jurisdiction to appoint, any established housing and home finance mortgage loan servicing institution the appointment of which is a Xxxxxx Mae- or Xxxxxxx Mac-approved servicer, and with respect to a successor to does not adversely affect the Master Servicer only, having a net worth then current rating of not less than $10,000,000, the Certificates by each Rating Agency as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; provided. Any Successor Master Servicer shall (i) be an institution that is a Xxxxxx Xxx and Xxxxxxx Mac approved seller/servicer in good standing, that has a net worth of at least $15,000,000 and (ii) be willing to act as successor servicer of any Mortgage Loans under any Servicing Agreement with respect to which the original Servicer has been terminated as servicer, and shall have executed and delivered to the Depositor and the Trustee shall obtain an agreement accepting such delegation and assignment, that contains an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of the Master Servicer (other than any liabilities of the Master Servicer hereof incurred prior to termination of the Master Servicer under Section 8.01 or as otherwise set forth herein), with like effect as if originally named as a letter from party to this Agreement, provided that each Rating Agency shall have acknowledged in writing that the ratings, if any, on each its rating of the Certificates in effect immediately prior to such assignment and delegation will not be lowered qualified or reduced as a result of such assignment and delegation. If the selection Trustee assumes the duties and responsibilities of the successor to Master Servicer in accordance with this Section 8.02, the Trustee shall not resign as Master ServicerServicer until a Successor Master Servicer has been appointed and has accepted such appointment. Pending appointment of a successor to the Master Servicer hereunder, the Trustee, unless the Trustee shall is prohibited by law from so acting, shall, subject to Section 3.04 hereof, act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on the Mortgage Loans or otherwise as it and such successor shall agree; provided, however, provided that the provisions of Section 7.06 shall apply, the no such compensation shall not be in excess of that which permitted the Master Servicer would have been entitled to if the Master Servicer had continued to act hereunder, and that such successor shall undertake and assume the obligations of the Trustee to pay compensation to any third Person acting as an agent or independent contractor in the performance of master servicing responsibilities hereunder. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Neither the Trustee nor any other Successor Master Servicer shall be deemed to be in default hereunder by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the failure of the Master Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. The costs and expenses of the Trustee and the Successor Master Servicer in connection with the termination of the Master Servicer, appointment of a Successor Master Servicer and, if applicable, any transfer of servicing, including, without limitation, all costs and 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 or the Successor Master Servicer to service the related Mortgage Loans properly and effectively, to the extent not paid by the terminated Master Servicer, shall be payable to the Trustee and the Successor Master Servicer pursuant to Section 9.05. Any successor to the Master Servicer as successor servicer under any Servicing Agreement shall give notice to the applicable Mortgagors of such change of servicer and shall, during the term of its service as successor servicer maintain in force the policy or policies that the Master Servicer is required to maintain pursuant to Section 7.06.

Trustee to Act; Appointment of Successor. (a) Upon the receipt by the Master Servicer of a notice of termination pursuant to Section 8.01 or an Opinion of Independent Counsel pursuant to Section 7.05 to the effect that the Master Servicer is legally unable to act or to delegate its duties to a Person which is legally able to act, the Trustee shall automatically become the successor in all respects to the Master Servicer in its capacity under this Agreement and the transactions set forth or provided for herein and shall thereafter be subject to all the responsibilities, duties, liabilities and limitations on liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof; provided, however, that the Company shall have the right to either (a) immediately assume the duties of the Master Servicer or (b) select a successor Master Servicer; provided further, however, that the Trustee shall have no obligation whatsoever with respect to any liability (other than advances Monthly Advances deemed recoverable and not previously mademade by the Master Servicer, which shall be made by the Trustee in its place and stead) incurred by the Master Servicer at or prior to the time of termination. As compensation therefor, but subject to Section 7.06, the Trustee shall be entitled to compensation all funds relating to the Mortgage Loans which the Master Servicer would have been entitled to retain if the Master Servicer had continued to act hereunder, except for those amounts due the Master Servicer as reimbursement permitted under this Agreement for advances previously made or expenses previously incurred. Notwithstanding the above, the Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, appoint or petition a court of competent jurisdiction to appoint, any established housing and home finance institution which is a Xxxxxx Mae- Xxx- or Xxxxxxx Mac-approved servicer, and with respect to a successor to the Master Servicer only, having a net worth of not less than $10,000,000, as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; provided, that the Trustee shall obtain a letter from each the Rating Agency that the ratings, if any, on each of the Certificates will not be lowered as a result of the selection of the successor to the Master ServicerServicer and such successor Master Servicer shall be reasonably acceptable to Xxxxxxxxx in the event that Xxxxxxxxx does not choose to become the Master Servicer pursuant to Section 8.02(b). Pending appointment of a successor to the Master Servicer hereunder, the Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on the Mortgage Loans as it and such successor shall agree; provided, however, that the provisions of Section 7.06 shall apply, the no such compensation shall not be in excess of that which permitted the Master Servicer would have been entitled to if the Master Servicer had continued to act hereunderTrustee under this Subsection 8.02(a), and that such successor shall undertake and assume the obligations of the Trustee to pay compensation to any third Person acting as an agent or independent contractor in the performance of master servicing responsibilities hereunder. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession.

Trustee to Act; Appointment of Successor. (a) Upon Within 90 days of the receipt by time the Master Servicer of (and the Trustee, if notice is sent by the Holders) receives a notice of termination pursuant to Section 8.01 7.01 or an Opinion of Independent Counsel pursuant to Section 7.05 to the effect that the Master Servicer is legally unable to act or to delegate its duties to a Person which is legally able to act6.04, the Trustee (or such other successor Master Servicer as is approved in accordance with this Agreement) shall automatically become be the successor in all respects to the Master Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall thereafter be subject to all the responsibilities, duties, liabilities duties and limitations on liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof; providedhereof arising on and after its succession. Notwithstanding the foregoing, however, the parties hereto agree that the Company shall have Trustee, in its capacity as successor Master Servicer, immediately will assume all of the right to either (a) immediately assume the duties obligations of the Master Servicer or (b) select a to make advances. Notwithstanding the foregoing, the Trustee, in its capacity as successor Master Servicer; provided further, however, shall not be responsible for the lack of information and/or documents that the Trustee shall have no obligation whatsoever with respect to any liability (other than advances deemed recoverable and it cannot previously made) incurred by the Master Servicer at or prior to the time of terminationobtain through reasonable efforts. As compensation therefor, but subject to Section 7.06, the Trustee (or such other successor Master Servicer) shall be entitled to such compensation which as the Master Servicer would have been entitled to retain hereunder if the Master Servicer no such notice of termination had continued to act hereunder, except for those amounts due the Master Servicer as reimbursement permitted under this Agreement for advances previously made or expenses previously incurredbeen given. Notwithstanding the above, (i) if the Trustee may, is unwilling to act as successor Master Servicer or (ii) if it shall be unwilling so to act, or shall, if it the Trustee is legally unable so to act, the Trustee shall appoint or petition a court of competent jurisdiction to appoint, any established housing and home finance institution which is a Xxxxxx Mae- institution, bank or Xxxxxxx Mac-approved servicer, and with respect to a successor to the Master Servicer only, other mortgage loan or home equity loan servicer having a net worth of not less than $10,000,000, 50,000,000 as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; providedPROVIDED, that the Trustee appointment of any such successor Master Servicer shall obtain be approved by the NIMs Insurer (such approval not to be unreasonably withheld), as evidenced by the prior written consent of the NIMs Insurer, and will not result in the qualification, reduction or withdrawal of the ratings assigned to the Certificates by the Rating Agencies as evidenced by a letter to such effect from each the Rating Agency that the ratings, if any, on each of the Certificates will not be lowered as a result of the selection of the successor to the Master ServicerAgencies. Pending appointment of a successor to the Master Servicer hereunder, unless the Trustee is prohibited by law from so acting, the Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the successor shall be entitled to receive compensation of such successor out of payments on the Mortgage Loans in an amount equal to the compensation which the Master Servicer would otherwise have received pursuant to Section 3.18 (or such other compensation as it the Trustee and such successor shall agree; provided, however, that not to exceed the provisions Servicing Fee). The appointment of Section 7.06 shall apply, the compensation a successor Master Servicer shall not be in excess affect any liability of that which the predecessor Master Servicer would which may have been entitled arisen under this Agreement prior to if the its termination as Master Servicer had continued to act hereunderpay any deductible under an insurance policy pursuant to Section 3.14 or to indemnify the Trustee or the NIMs Insurer pursuant to Section 6.03), and that such nor shall any successor shall undertake and assume the obligations Master Servicer be liable for any acts or omissions of the Trustee to pay compensation to predecessor Master Servicer or for any third Person acting as an agent breach by such Master Servicer of any of its representations or independent contractor warranties contained herein or in the performance of master servicing responsibilities hereunderany related document or agreement. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. All Servicing Transfer Costs shall be paid by the predecessor Master Servicer upon presentation of reasonable documentation of such costs, and if such predecessor Master Servicer defaults in its obligation to pay such costs, such costs shall be paid by the successor Master Servicer or the Trustee (in which case the successor Master Servicer or the Trustee, as applicable, shall be entitled to reimbursement therefor from the assets of the Trust).

Trustee to Act; Appointment of Successor. (a) Upon On and after the receipt by time the Master Servicer of receives a notice of termination pursuant to Section 8.01 or an Opinion of Independent Counsel pursuant to Section 7.05 to the effect that the Master Servicer is legally unable to act or to delegate its duties to a Person which is legally able to act, hereof the Trustee shall automatically become the successor in all respects to the Master Servicer in its capacity under this Agreement and with respect to the transactions set forth or provided for herein and after a transition period (not to exceed 90 days), shall thereafter be subject to all the responsibilities, duties, liabilities duties and limitations on liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof and applicable law including, if applicable, the obligation to make Advances pursuant to Section 5.01 hereof; provided, howeverand payments of Compensating Interest pursuant to Section 5.02 hereof, that except as otherwise provided herein. Effective on the Company shall have the right to either (a) immediately assume the duties date of the Master Servicer or (b) select a successor Master Servicer; provided further, however, that the Trustee shall have no obligation whatsoever with respect to any liability (other than advances deemed recoverable and not previously made) incurred by the Master Servicer at or prior to the time such notice of termination. As , as compensation therefor, but subject to Section 7.06, the Trustee shall be entitled to compensation which all fees, costs and expenses relating to the Mortgage Loans that the Master Servicer would have been entitled to retain if the Master Servicer it had continued to act hereunder, except provided, however, that the Trustee shall not be (i) liable for those amounts due any losses pursuant to Section 3.09 or Section 4.02(c) or as a result of any acts or omissions of the Master Servicer, (ii) obligated to make Advances if it is prohibited from doing so under applicable law, (iii) obligated to effectuate any repurchases or substitutions of Mortgage Loans hereunder, including pursuant to Section 2.02 or Section 2.03 hereof, (iv) responsible for expenses of the Master Servicer as reimbursement permitted under this Agreement for advances previously pursuant to Section 2.03 103 or (v) deemed to have made or expenses previously incurredany representations and warranties hereunder, including pursuant to Section 2.03. Notwithstanding the aboveforegoing, the Trustee may, if it shall be unwilling to so to act, or shall, if it is legally prohibited by applicable law from making Advances pursuant to Section 5.01 hereof, or if it is otherwise unable to so to act, appoint appoint, or petition a court of competent jurisdiction to appoint, any established housing and home finance mortgage loan servicing institution the appointment of which is a Xxxxxx Mae- or Xxxxxxx Mac-approved servicer, and with respect to a successor to does not adversely affect the Master Servicer only, having a net worth then current rating of not less than $10,000,000, the Certificates by each Rating Agency as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; provided. Any Successor Master Servicer shall (i) be an institution that is a Fannie Mae and Freddie Mac approved seller/servicer in good standing, txxx xxs a net wxxxx xx at least $15,000,000 and (ii) be willing to act as Master Servicer of the Mortgage Loans, and shall have executed and delivered to the Depositor and the Trustee an agreement accepting such delegation and assignment, that contains an assumption by such Person of the Trustee shall obtain rights, powers, duties, responsibilities, obligations and liabilities of the Master Servicer (other than any liabilities of the Master Servicer hereof incurred prior to termination of the Master Servicer under Section 8.01 or as otherwise set forth herein), with like effect as if originally named as a letter from party to this Agreement, provided that each Rating Agency shall have acknowledged in writing that the ratings, if any, on each its rating of the Certificates in effect immediately prior to such assignment and delegation will not be lowered qualified, withdrawn or reduced as a result of such assignment and delegation. If the selection Trustee assumes the duties and responsibilities of the successor to Master Servicer in accordance with this Section 8.02, the Trustee shall not resign as Master ServicerServicer until a Successor Master Servicer has been appointed and has accepted such appointment. Pending appointment of a successor to the Master Servicer hereunder, the Trustee, unless the Trustee shall is prohibited by law from so acting, shall, subject to Section 3.04 hereof, act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on the Mortgage Loans or otherwise as it and such successor shall agree; provided, however, provided that the provisions of Section 7.06 shall apply, the no such compensation shall not be in excess of that which permitted the Master Servicer would have been entitled to if the Master Servicer had continued to act hereunder, and that such successor shall undertake and assume the obligations of the Trustee to pay compensation to any third Person acting as an agent or independent contractor in the performance of master servicing responsibilities hereunder. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession.. Neither the Trustee nor any other Successor Master Servicer shall be deemed to be in default hereunder by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the failure of the Master Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. The costs and expenses of the Trustee and the Successor Master Servicer in connection with the termination of the Master Servicer, appointment of a Successor Master Servicer and, if applicable, any transfer of servicing, including, without limitation, all costs and 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 or the Successor Master Servicer to service the related Mortgage Loans properly and effectively, to the extent not paid by the terminated Master Servicer, shall be payable to the Trustee and the Successor Master Servicer pursuant to Section 9.05. 104

Trustee to Act; Appointment of Successor. (a) Upon the receipt by the Master Servicer of a notice of termination pursuant to Section 8.01 or an Opinion of Independent Counsel pursuant to Section 7.05 to the effect that the Master Servicer is legally unable to act or to delegate its duties to a Person which is legally able to act, the Trustee shall automatically become the successor in all respects to the Master Servicer in its capacity under this Agreement and the transactions set forth or provided for herein and shall thereafter be subject to all the responsibilities, duties, liabilities and limitations on liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof; provided, however, that the Company EMC shall have the right to either (a) immediately assume the duties of the Master Servicer or (b) select a successor Master Servicer; provided further, however, that the Trustee shall have no obligation whatsoever with respect to any liability (other than advances deemed recoverable and not previously made) incurred by the Master Servicer at or prior to the time of termination. As compensation therefor, but subject to Section 7.06, the Trustee shall be entitled to compensation all funds relating to the Mortgage Loans which the Master Servicer would have been entitled to retain if the Master Servicer had continued to act hereunder, except for those amounts due the Master Servicer as reimbursement permitted under this Agreement for advances previously made or expenses previously incurred. Notwithstanding the above, the Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, appoint or petition a court of competent jurisdiction to appoint, any established housing and home finance institution which is a Xxxxxx Fannie Mae- or Xxxxxxx MacFredxxx Xxc-approved servicerxxprovex xxxxxcer, and with respect to a successor to the Master Servicer only, having a net worth of not less than $10,000,000, as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; provided, that the Trustee shall obtain a letter from each Rating Agency that the ratings, if any, on each of the Certificates will not be lowered as a result of the selection of the successor to the Master Servicer. Pending appointment of a successor to the Master Servicer hereunder, the Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on the Mortgage Loans as it and such successor shall agree; provided, however, that the provisions of Section 7.06 shall apply, the no such compensation shall not be in excess of that which permitted the Master Servicer would have been entitled to if the Master Servicer had continued to act hereunderTrustee under this Subsection 8.02(a), and that such successor shall undertake and assume the obligations of the Trustee to pay compensation to any third Person acting as an agent or independent contractor in the performance of master servicing responsibilities hereunder. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession.

Trustee to Act; Appointment of Successor. (a) Upon the receipt by the Master Servicer of a notice of termination pursuant to Section 8.01 or an Opinion of Independent Counsel pursuant to Section 7.05 to the effect that the Master Servicer is legally unable to act or to delegate its duties to a Person which is legally able to act, the Trustee shall automatically become the successor in all respects to the Master Servicer in its capacity under this Agreement and the transactions set forth or provided for herein and shall thereafter be subject to all the responsibilities, duties, liabilities and limitations on liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof; provided, however, that the Company shall have the right to either (a) immediately assume the duties of the Master Servicer or (b) select a successor Master Servicer; provided further, however, that the Trustee shall have no obligation whatsoever with respect to any liability (other than advances Monthly Advances deemed recoverable and not previously mademade by the Master Servicer, which shall be made by the Trustee in its place and stead) incurred by the Master Servicer at or prior to the time of termination. As compensation therefor, but subject to Section 7.06, the Trustee shall be entitled to compensation all funds relating to the Mortgage Loans which the Master Servicer would have been entitled to retain if the Master Servicer had continued to act hereunder, except for those amounts due the Master Servicer as reimbursement permitted under this Agreement for advances previously made or expenses previously incurred. Notwithstanding the above, the Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, appoint or petition a court of competent jurisdiction to appoint, any established housing and home finance institution which is a Xxxxxx Mae- Xxx- or Xxxxxxx Mac-approved servicer, and with respect to a successor to the Master Servicer only, having a net worth of not less than $10,000,000, as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; provided, that the Trustee shall obtain a letter from each Rating Agency that the ratings, if any, on each of the Certificates will not be lowered as a result of the selection of the successor to the Master ServicerServicer and such successor Master Servicer shall be reasonably acceptable to Xxxxxxxxx in the event that Xxxxxxxxx does not choose to become the Master Servicer pursuant to Section 8.02(b). Pending appointment of a successor to the Master Servicer hereunder, the Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on the Mortgage Loans as it and such successor shall agree; provided, however, that the provisions of Section 7.06 shall apply, the no such compensation shall not be in excess of that which permitted the Master Servicer would have been entitled to if the Master Servicer had continued to act hereunderTrustee under this Subsection 8.02(a), and that such successor shall undertake and assume the obligations of the Trustee to pay compensation to any third Person acting as an agent or independent contractor in the performance of master servicing responsibilities hereunder. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession.

Trustee to Act; Appointment of Successor. (a) Upon the receipt by the Master Servicer of a notice of termination pursuant to Section 8.01 or an Opinion of Independent Counsel pursuant to Section 7.05 to the effect that the Master Servicer is legally unable to act or to delegate its duties to a Person which is legally able to act, the Trustee shall automatically become the successor in all respects to the Master Servicer in its capacity under this Agreement and the transactions set forth or provided for herein and shall thereafter be subject to all the responsibilities, duties, liabilities and limitations on liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof; provided, however, that the Company shall have the right to either (a) immediately assume the duties of the Master Servicer or (b) within 30 days select a successor Master Servicer; provided further, however, that the Trustee or any other successor shall have no obligation whatsoever with respect to any liability (other than advances deemed recoverable and not previously made) incurred by the Master Servicer at or prior to the time of termination. As compensation therefor, but subject to Section 7.06, the Trustee shall be entitled to compensation which the Master Servicer would have been entitled to retain if the Master Servicer had continued to act hereunder, except for those amounts due the Master Servicer as reimbursement permitted under this Agreement for advances previously made or expenses previously incurred. Notwithstanding the above, the Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, appoint or petition a court of competent jurisdiction to appoint, any established housing and home finance institution which is a Xxxxxx Fxxxxx Mae- or Xxxxxxx Fxxxxxx Mac-approved servicer, and with respect to a successor to the Master Servicer only, having a net worth of not less than $10,000,000, as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; provided, that the Trustee shall obtain be provided with a letter from each Rating Agency that the ratings, if any, on each of the Certificates will not be lowered as a result of the selection of the successor to the Master Servicer. Pending appointment of a another successor to the Master Servicer hereunder, the Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on the Mortgage Loans as it and such successor shall agree; provided, however, that the provisions of Section 7.06 shall apply, the compensation shall not be in excess of that which the Master Servicer would have been entitled to if the Master Servicer had continued to act hereunder, and that such successor shall undertake and assume the obligations of the Trustee to pay compensation to any third Person acting as an agent or independent contractor in the performance of master servicing responsibilities hereunder. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession.

Trustee to Act; Appointment of Successor. (a) Upon the receipt by the Master Servicer of a notice of termination pursuant to Section 8.01 or an Opinion of Independent Counsel pursuant to Section 7.05 to the effect that the Master Servicer is legally unable to act or to delegate its duties to a Person which is legally able to act, the Trustee shall automatically become the successor in all respects to the Master Servicer in its capacity under this Agreement and the transactions set forth or provided for herein and shall thereafter be subject to all the responsibilities, duties, liabilities and limitations on liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof; provided, however, that the Company MLML shall have the right to either (a) immediately assume the duties of the Master Servicer or (b) select a successor Master Servicermaster servicer; provided further, however, that the Trustee shall have no obligation whatsoever with respect to any liability (other than advances deemed recoverable and not previously made) incurred by the Master Servicer at or prior to the time of termination. As compensation therefor, but subject to Section 7.06, the Trustee shall be entitled to compensation all funds relating to the Mortgage Loans which the Master Servicer would have been entitled to retain if the Master Servicer had continued to act hereunder, except for those amounts due the Master Servicer as reimbursement permitted under this Agreement for advances previously made or expenses previously incurred. Notwithstanding the above, or anything herein to the contrary, the Trustee, if it becomes Master Servicer, shall have no responsibility or obligation (i) to repurchase or substitute any Mortgage Loan, (ii) for any representation or warranty of the Master Servicer hereunder, and (iii) for any act or omission of either a predecessor or successor Master Servicer other than the Trustee. The Trustee may conduct any activity required of it as Master Servicer hereunder through an Affiliate or through an agent. Neither the Trustee (as successor Master Servicer) nor any other successor Master Servicer shall be deemed to be in default hereunder due to any act or omission of a predecessor Master Servicer, including but not limited to failure to timely deliver to the Trustee distribution instructions, any funds required to be deposited to the Trust Fund, or any breach of its duty to cooperate with a transfer of master servicing. Neither the Trustee nor any other successor Master Servicer shall be deemed to be in default hereunder by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused solely by the failure of the Master Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records required to be provided to it by the Master Servicer. Notwithstanding the above, the Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, appoint or petition a court of competent jurisdiction to appoint, any established housing and home finance institution which is a Xxxxxx Mae- Xxx- or Xxxxxxx Mac-approved servicer, and with respect to a successor to the Master Servicer only, having a net worth of not less than $10,000,00010,000,000 and meeting such other standards for a successor Master Servicer as are set forth in this Agreement, as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; provided, that the Trustee shall obtain a letter from each Rating Agency that the ratings, if any, on each of the Certificates will not be lowered as a result of the selection of the successor to the Master Servicer. Pending appointment of a successor to the Master Servicer hereunder, the Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on the Mortgage Loans as it and such successor shall agree; provided, however, in the event that the provisions of Section 7.06 shall apply, the no such compensation shall not be in excess of that which permitted the Master Servicer would have been entitled to if the Master Servicer had continued to act hereunderTrustee under this Section 8.02(a), and that such successor shall undertake and assume the obligations of the Trustee to pay compensation to any third Person acting as an agent or independent contractor in the performance of master servicing responsibilities hereunder. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. No appointment of a successor to the Master Servicer hereunder shall be effective until the NIMs Insurer shall have consented thereto and prior written consent of the NIMs Insurer is obtained (which consent shall not be unreasonably withheld or delayed).

Trustee to Act; Appointment of Successor. (a) Upon On and after the receipt by time the Master Servicer of receives a notice of termination pursuant to Section 8.01 or an Opinion of Independent Counsel pursuant to Section 7.05 to the effect that the Master Servicer is legally unable to act or to delegate its duties to a Person which is legally able to act, 9.01 hereof the Trustee shall automatically become the successor in all respects to the Master Servicer in its capacity under this Agreement and with respect to the transactions set forth or provided for herein and after a transition period (not to exceed 90 days), shall thereafter be subject to all the responsibilities, duties, liabilities duties and limitations on liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof; provided, however, that the Company shall have the right to either (a) immediately assume the duties of the Master Servicer or (b) select a successor Master Servicer; provided provided, further, howeverhowever that, that pursuant to Article V hereof, the Trustee in its capacity as successor Master Servicer shall have no obligation whatsoever with respect be responsible for making any Advances required to any liability (other than advances deemed recoverable and not previously made) incurred be made by the Master Servicer at or prior immediately upon the termination of the Master Servicer and any such Advance shall be made on the Distribution Date on which such Advance was required to be made by the time predecessor Master Servicer. Effective on the date of such notice of termination. As , as compensation therefor, but subject to Section 7.06, the Trustee shall be entitled to compensation which all compensation, reimbursement of expenses and indemnification that the Master Servicer would have been entitled to retain if the Master Servicer it had continued to act hereunder, except provided, however, that the Trustee shall not be (i) liable for those amounts due any acts or omissions of the Master Servicer, (ii) obligated to make Advances if it is prohibited from doing so under applicable law, (iii) responsible for expenses of the Master Servicer as reimbursement permitted under this Agreement for advances previously made pursuant to Section 2.03 or expenses previously incurred(iv) obligated to deposit losses on any Permitted Investment directed by the Master Servicer. Notwithstanding the aboveforegoing, the Trustee may, if it shall be unwilling to so to act, or shall, if it is legally prohibited by applicable law from making Advances pursuant to Article VI or if it is otherwise unable to so to act, appoint appoint, or petition a court of competent jurisdiction to appoint, any established housing and home finance mortgage loan servicing institution the appointment of which is a Xxxxxx Mae- or Xxxxxxx Mac-approved servicer, and with respect to a successor to does not adversely affect the Master Servicer only, having a net worth then current rating of not less than $10,000,000, the Certificates by each Rating Agency as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; provided. Any Successor Master Servicer shall (i) be an institution that is a Xxxxxx Xxx and Xxxxxxx Mac approved seller/servicer in good standing, that has a net worth of at least $15,000,000, and (ii) be willing to act as successor servicer of any Mortgage Loans under this Agreement or the related Servicing Agreement with respect to which the Company or the original Servicer has been terminated as servicer, and shall have executed and delivered to the Depositor and the Trustee shall obtain an agreement accepting such delegation and assignment, that contains an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of the Master Servicer (other than any liabilities of the Master Servicer hereof incurred prior to termination of the Master Servicer under Section 9.01 or as otherwise set forth herein), with like effect as if originally named as a letter from party to this Agreement, provided that each Rating Agency shall have acknowledged in writing that the ratings, if any, on each its rating of the Certificates in effect immediately prior to such assignment and delegation will not be lowered qualified or reduced as a result of such assignment and delegation. If the selection Trustee assumes the duties and responsibilities of the successor to Master Servicer in accordance with this Section 9.02, the Trustee shall not resign as Master ServicerServicer until a Successor Master Servicer has been appointed and has accepted such appointment. Pending appointment of a successor to the Master Servicer hereunder, the Trustee, unless the Trustee is prohibited by law from so acting, shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on the Mortgage Loans or otherwise as it and such successor shall agree; provided, however, provided that no such compensation unless agreed to by the provisions of Section 7.06 Certificateholders shall apply, the compensation shall not be in excess of that which permitted the Master Servicer would have been entitled to if the Master Servicer had continued to act hereunder, and that such successor shall undertake and assume the obligations of the Trustee to pay compensation to any third Person acting as an agent or independent contractor in the performance of master servicing responsibilities hereunder. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Neither the Trustee nor any other Successor Master Servicer shall be deemed to be in default hereunder by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the failure of the Master Servicer and the Securities Administrator to deliver or provide, or any delay in delivering or providing, any monies, information, documents or records to it. The costs and expenses of the Trustee in connection with the termination of the Master Servicer, appointment of a Successor Master Servicer and, if applicable, any transfer of master servicing, including, without limitation, all costs and expenses associated with the complete transfer of all master servicing data and the completion, correction or manipulation of such master servicing data as may be required by the Trustee to correct any errors or insufficiencies in the master servicing data or otherwise to enable the Trustee or the Successor Master Servicer to master service the Mortgage Loans properly and effectively, to the extent not previously paid by the terminated Master Servicer, shall be payable to the Trustee pursuant to Section 10.05 and shall not be subject to the cap on Extraordinary Trust Fund Expenses.

Trustee to Act; Appointment of Successor. (a) Upon If the receipt Servicer (and the Trustee if notice is sent by the Master Servicer of Holders or the Class A-1 Insurer) receives a notice of termination pursuant to Section 8.01 or an Opinion of Independent Counsel pursuant to Section 7.05 to the effect that the Master Servicer is legally unable to act or to delegate its duties to a Person which is legally able to act7.01, the Trustee (or such other successor Servicer as is approved in accordance with this Agreement), unless the Class A-1 Insurer shall automatically become have named an alternative successor Servicer and given written notice thereof to the Trustee of at least 30 days prior to the effective date of the transfer of servicing to such successor, subject to and to the extent provided in Section 3.05, shall be the successor in all respects to the Master Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall thereafter be subject to all the responsibilities, duties, liabilities duties and limitations on liabilities relating thereto placed on the Master Servicer by the terms and provisions hereofhereof arising on and after its succession. Notwithstanding the foregoing, the parties hereto agree that the Trustee, in its capacity as successor Servicer, immediately will assume all of the obligations of the Servicer to make Advances; provided, provided however, that the Company shall have the right to either (a) immediately assume the duties obligation of the Master Servicer or (b) select a successor Master Servicer; provided further, however, that the Trustee shall have no obligation whatsoever with respect to any liability (other than advances deemed recoverable and not previously made) incurred by the Master Servicer at or prior make Advances is subject to the time standards set forth in Section 3.24 hereof. Notwithstanding the foregoing, the Trustee, in its capacity as successor Servicer, shall not be responsible for the lack of terminationinformation and/or documents that it cannot obtain through reasonable efforts. As compensation therefor, but subject to Section 7.06, the Trustee (or such other successor Servicer) shall be entitled to such compensation which as the Master Servicer would have been entitled to retain hereunder if the Master Servicer no such notice of termination had continued to act hereunder, except for those amounts due the Master Servicer as reimbursement permitted under this Agreement for advances previously made or expenses previously incurredbeen given. Notwithstanding the above, (i) if the Trustee may, is unwilling to act as successor Servicer or (ii) if it shall be unwilling so to act, or shall, if it the Trustee is legally unable so to act, the Trustee shall appoint or petition a court of competent jurisdiction to appoint, any established housing and home finance institution which is a Xxxxxx Mae- institution, bank or Xxxxxxx Mac-approved servicer, and with respect to a successor to the Master Servicer only, other mortgage loan or home equity loan servicer having a net worth of not less than $10,000,000, 10,000,000 as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; provided, that the Trustee shall obtain appointment of any such successor Servicer will not result in the qualification, reduction or withdrawal of the ratings assigned to the Certificates by the Rating Agencies as evidenced by a letter to such effect from each the Rating Agency that the ratings, if any, on each of the Certificates will not Agencies and any such successor Servicer shall be lowered as a result of the selection of the successor acceptable to the Master ServicerClass A-1 Insurer. Pending appointment of a successor to the Master Servicer hereunder, unless the Trustee is prohibited by law from so acting, the Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the successor shall be entitled to receive compensation of such successor out of payments on the Mortgage Loans in an amount equal to the compensation which the Servicer would otherwise have received pursuant to Section 3.18 (or such other compensation as it the Trustee and such successor shall agree; provided, however, that not to exceed the provisions Servicing Fee). The appointment of Section 7.06 shall apply, the compensation a successor Servicer shall not be in excess of that which the Master Servicer would have been entitled to if the Master Servicer had continued to act hereunder, and that such successor shall undertake and assume the obligations affect any liability of the Trustee predecessor Servicer which may have arisen under this Agreement prior to its termination as Servicer to pay compensation any deductible under an insurance policy pursuant to Section 3.14 or to indemnify the Trustee pursuant to Section 3.06, nor shall any third Person acting as an agent successor Servicer be liable for any acts or independent contractor omissions of the predecessor Servicer or for any breach by such Servicer of any of its representations or warranties contained herein or in the performance of master servicing responsibilities hereunderany related document or agreement. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. All Servicing Transfer Costs shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs, and if such predecessor Servicer defaults in its obligation to pay such costs, such costs shall be paid by the successor Servicer or the Trustee (in which case the successor Servicer or the Trustee, as applicable, shall be entitled to reimbursement therefor from the assets of the Trust).

Trustee to Act; Appointment of Successor. (a) Upon the receipt by the Master Servicer of a notice of termination pursuant to Section 8.01 or an Opinion of Independent Counsel pursuant to Section 7.05 to the effect that the Master Servicer is legally unable to act or to delegate its duties to a Person which is legally able to act, the Trustee shall automatically become the successor in all respects to the Master Servicer in its capacity under this Agreement and the transactions set forth or provided for herein and shall thereafter have all of the rights and powers of, and be subject to all the responsibilities, duties, liabilities and limitations on liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof; provided, however, that the Company shall have the right to either (a) immediately assume the duties of the Master Servicer or (b) select a successor Master Servicer; provided further, however, that the Trustee shall have no obligation whatsoever with respect to any liability (other than advances deemed recoverable and not previously made) incurred by the Master Servicer at or prior to the time of termination. As compensation therefor, but subject to Section 7.06, the Trustee shall be entitled to compensation which the Master Servicer would have been entitled to retain if the Master Servicer had continued to act hereunder, except for those amounts due the Master Servicer as reimbursement permitted under this Agreement for advances previously made or expenses previously incurred. Notwithstanding the above, the Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, appoint or petition a court of competent jurisdiction to appoint, any established housing and home finance institution which is a Xxxxxx Mae- Fxxxxx Mxx- or Xxxxxxx Fxxxxxx Mac-approved servicer, and with respect to a successor to the Master Servicer only, having a net worth of not less than $10,000,000, as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; provided, that the Trustee shall obtain a letter from each Rating Agency that the ratings, if any, on each of the Certificates will not be lowered as a result of the selection of the successor to the Master Servicer. Pending appointment of a successor to the Master Servicer hereunder, the Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on the Mortgage Loans as it and such successor shall agree; provided, however, that the provisions of Section 7.06 shall apply, the compensation shall not be in excess of that which the Master Servicer would have been entitled to if the Master Servicer had continued to act hereunder, and that such successor shall undertake and assume the obligations of the Trustee to pay compensation to any third Person acting as an agent or independent contractor in the performance of master servicing responsibilities hereunder. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession.

Trustee to Act; Appointment of Successor. (a) Upon a)Upon the receipt by the Master Servicer of a notice of termination pursuant to Section 8.01 or an Opinion of Independent Counsel pursuant to Section 7.05 to the effect that the Master Servicer is legally unable to act or to delegate its duties to a Person which is legally able to act, the Trustee shall automatically become the successor in all respects to the Master Servicer in its capacity under this Agreement and the transactions set forth or provided for herein and shall thereafter be subject to all the responsibilities, duties, liabilities and limitations on liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof; provided, however, that the Company EMC shall have the right to either (a) immediately assume the duties of the Master Servicer or (b) select a successor Master Servicer; provided further, however, that the Trustee shall have no obligation whatsoever with respect to any liability (other than advances deemed recoverable and not previously made) incurred by the Master Servicer at or prior to the time of termination. As compensation therefor, but subject to Section 7.06, the Trustee shall be entitled to compensation which the Master Servicer would have been entitled to retain if the Master Servicer had continued to act hereunder, except for those amounts due the Master Servicer as reimbursement permitted under this Agreement for advances previously made or expenses previously incurred. Notwithstanding the above, the Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, appoint or petition a court of competent jurisdiction to appoint, any established housing and home finance institution which is a Xxxxxx Mae- or Xxxxxxx Mac-approved servicer, and with respect to a successor to the Master Servicer only, having a net worth of not less than $10,000,000, as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; provided, that the Trustee shall obtain a letter from each Rating Agency that the ratings, if any, on each of the Certificates will not be lowered as a result of the selection of the successor to the Master Servicer. Pending appointment of a successor to the Master Servicer hereunder, the Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on the Mortgage Loans as it and such successor shall agree; provided, however, that the provisions of Section 7.06 shall apply, the compensation shall not be in excess of that to which the Master Servicer would have been entitled to if the Master Servicer had continued to act hereunder, and that such successor shall undertake and assume the obligations of the Trustee to pay compensation to any third Person acting as an agent or independent contractor in the performance of master servicing responsibilities hereunder. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession.

Trustee to Act; Appointment of Successor. (a) Upon On and after the receipt by time an Administrative Agent, if any, specified in the Master Servicer of applicable Series Supplement receives a notice of termination pursuant to Section 8.01 or an Opinion of Independent Counsel pursuant to Section 7.05 to the effect that the Master Servicer is legally unable to act or to delegate its duties to a Person which is legally able to act7.1, the Trustee shall automatically become be the successor in all respects to the Master Servicer Administrative Agent in its capacity as Administrative Agent under this Agreement or the applicable Series Supplement and the transactions set forth or provided for herein and shall thereafter be subject to all the responsibilities, duties, liabilities duties and limitations on liabilities relating thereto and arising thereafter placed on the Master Servicer Administrative Agent (except for any representations or warranties of the Administrative Agent under this Agreement and except as otherwise provided herein or in the applicable Series Supplement) by the terms and provisions hereofhereof including the Administrative Agent's obligation, if any, to make Advances pursuant to Section 4.3; provided, however, that if the Company Trustee is prohibited by law or regulation from obligating itself to make Advances, then the Trustee shall have the right not be obligated to either (a) immediately assume the duties of the Master Servicer or (b) select a successor Master Servicermake such Advances pursuant to Section 4.3; and provided further, however, that any failure to perform such duties or responsibilities caused by the Administrative Agent's failure to provide information required by Section 7.1 shall not be considered a default by the Trustee shall have no obligation whatsoever with respect to any liability (other than advances deemed recoverable and not previously made) incurred by the Master Servicer at or prior as successor to the time of terminationAdministrative Agent hereunder. As compensation therefor, but subject to Section 7.06, the Trustee shall be entitled to compensation the amounts relating to the Term Assets of a given Series to which the Master Servicer such Administrative Agent would have been entitled to retain if the Master Servicer Administrative Agent had continued to act hereunder, except for those amounts due the Master Servicer as reimbursement permitted under this Agreement for advances previously made or expenses previously incurred. Notwithstanding the above, the Trustee may, if it shall be unwilling to so to act, or shall, if it is legally unable to so act or if the Holders of Certificates of such Series evidencing not less than the Required Percentage--Administrative Agent Termination of the aggregate Voting Rights, so request in writing to actthe Trustee, appoint promptly appoint, or petition a court of competent jurisdiction to appoint, any established housing and home finance institution which is a Xxxxxx Mae- or Xxxxxxx Mac-approved servicer, and an Administrative Agent acceptable to the Rating Agency (such acceptance to be evidenced by satisfaction of the Rating Agency Condition with respect to a successor to the Master Servicer only, such appointment) and having a net worth of not less than $10,000,00015,000,000, as the successor to the Master Servicer hereunder such Administrative Agent under this Agreement with respect to such Series in the assumption of all or any part of the responsibilities, duties or liabilities of such Administrative Agent under this Agreement with respect to such Series. The Trustee, the Master Servicer hereunderDepositor and any such successor Administrative Agent may agree upon the compensation to be paid with respect thereto; provided, however, that in no event shall such compensation be greater than the Trustee compensation payable to the Administrative Agent under this Agreement. No appointment of a successor Administrative Agent under this Agreement shall obtain a letter from each Rating Agency that be effective until the ratings, if any, on each of the Certificates will not be lowered as a result of the selection of assumption by the successor to Administrative Agent of all the Master Servicerresponsibilities, duties and liabilities placed on the Administrative Agent hereunder and under the related Series Supplement. Pending appointment of a successor to the Master Servicer hereunderAdministrative Agent under this Agreement, the Trustee shall act in such capacity as and to the extent hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on the Mortgage Loans as it and such successor shall agree; provided, however, that the provisions of Section 7.06 shall apply, the compensation shall not be in excess of that which the Master Servicer would have been entitled to if the Master Servicer had continued to act hereunder, and that such successor shall undertake and assume the obligations of the Trustee to pay compensation to any third Person acting as an agent or independent contractor in the performance of master servicing responsibilities hereunder. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession.

Trustee to Act; Appointment of Successor. (a) Upon the receipt by the Master Servicer of a notice of termination pursuant to Section 8.01 or an Opinion of Independent Counsel pursuant to Section 7.05 to the effect that the Master Servicer is legally unable to act or to delegate its duties to a Person which is legally able to act, the Trustee shall automatically become the successor in all respects to the Master Servicer in its capacity under this Agreement and the transactions set forth or provided for herein and shall thereafter be subject to all the responsibilities, duties, liabilities and limitations on liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof; provided, however, that the Company EMC shall have the right to either (a) immediately assume the duties of the Master Servicer or (b) select a successor Master Servicer; provided further, however, that the Trustee shall have no obligation whatsoever with respect to any liability (other than advances deemed recoverable and not previously made) incurred by the Master Servicer at or prior to the time of termination. As compensation therefor, but subject to Section 7.06, the Trustee shall be entitled to compensation which the Master Servicer would have been entitled to retain if the Master Servicer had continued to act hereunder, except for those amounts due the Master Servicer as reimbursement permitted under this Agreement for advances previously made or expenses previously incurred. Notwithstanding the above, the Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, appoint or petition a court of competent jurisdiction to appoint, any established housing and home finance institution which is a Xxxxxx Fannie Mae- or Xxxxxxx Freddie Mac-approved servicersxxxxxxr, and with respect xnd wixx xxxxect to a successor to the Master Servicer only, having a net worth of not less than $10,000,000, as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; provided, that the Trustee shall obtain a letter from each Rating Agency that the ratings, if any, on each of the Certificates will not be lowered as a result of the selection of the successor to the Master Servicer. Pending appointment of a successor to the Master Servicer hereunder, the Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on the Mortgage Loans as it and such successor shall agree; provided, however, that the provisions of Section 7.06 shall apply, the no such compensation shall not be in excess of that which permitted the Master Servicer would have been entitled to if the Master Servicer had continued to act hereunderTrustee under this Subsection 8.02(a), and that such successor shall undertake and assume the obligations of the Trustee to pay compensation to any third Person acting as an agent or independent contractor in the performance of master servicing responsibilities hereunder. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession.

Trustee to Act; Appointment of Successor. (a) Upon On and after the receipt by time the Master Servicer of receives a notice of termination pursuant to Section 8.01 or an Opinion of Independent Counsel pursuant to Section 7.05 to the effect that the Master Servicer is legally unable to act or to delegate its duties to a Person which is legally able to act, 9.01 hereof the Trustee shall automatically become the successor in all respects to the Master Servicer in its capacity under this Agreement and with respect to the transactions set forth or provided for herein and after a transition period (not to exceed 90 days), shall thereafter be subject to all the responsibilities, duties, liabilities duties and limitations on liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof; provided, however, that the Company shall have the right to either (a) immediately assume the duties of the Master Servicer or (b) select a successor Master Servicer; provided provided, further, howeverhowever that, that pursuant to Article V hereof, the Trustee in its capacity as successor Master Servicer shall have no obligation whatsoever with respect be responsible for making any Advances required to any liability (other than advances deemed recoverable and not previously made) incurred be made by the Master Servicer at or prior immediately upon the termination of the Master Servicer and any such Advance shall be made on the Distribution Date on which such Advance was required to be made by the time predecessor Master Servicer. Effective on the date of such notice of termination. As , as compensation therefor, but subject to Section 7.06, the Trustee shall be entitled to compensation which all compensation, reimbursement of expenses and indemnification that the Master Servicer would have been entitled to retain if the Master Servicer it had continued to act hereunder, except provided, however, that the Trustee shall not be (i) liable for those amounts due any acts or omissions of the Master Servicer, (ii) obligated to make Advances if it is prohibited from doing so under applicable law, (iii) responsible for expenses of the Master Servicer as reimbursement permitted under this Agreement for advances previously made pursuant to Section 2.03 or expenses previously incurred(iv) obligated to deposit losses on any Permitted Investment directed by the Master Servicer. Notwithstanding the aboveforegoing, the Trustee may, if it shall be unwilling to so to act, or shall, if it is legally prohibited by applicable law from making Advances pursuant to Article VI or if it is otherwise unable to so to act, appoint appoint, or petition a court of competent jurisdiction to appoint, any established housing and home finance mortgage loan servicing institution the appointment of which is a Xxxxxx Mae- or Xxxxxxx Mac-approved servicer, and with respect to a successor to does not adversely affect the Master Servicer only, having a net worth then current rating of not less than $10,000,000, the Certificates by each Rating Agency as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; provided. Any Successor Master Servicer shall (i) be an institution that is a Xxxxxx Mae and Xxxxxxx Mac approved seller/servicer in good standing, that has a net worth of at least $15,000,000, (ii) be acceptable to the Trustee (which consent shall obtain not be unreasonably withheld) and (iii) be willing to act as successor servicer of any Mortgage Loans under this Agreement or the First Horizon Servicing Agreement with respect to which the Company or the Servicer has been terminated as servicer, and shall have executed and delivered to the Depositor and the Trustee an agreement accepting such delegation and assignment, that contains an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of the Master Servicer (other than any liabilities of the Master Servicer hereof incurred prior to termination of the Master Servicer under Section 9.01 or as otherwise set forth herein), with like effect as if originally named as a letter from party to this Agreement, provided that each Rating Agency shall have acknowledged in writing that the ratings, if any, on each its rating of the Certificates in effect immediately prior to such assignment and delegation will not be lowered qualified or reduced as a result of such assignment and delegation. If the selection Trustee assumes the duties and responsibilities of the successor to Master Servicer in accordance with this Section 9.02, the Trustee shall not resign as Master ServicerServicer until a Successor Master Servicer has been appointed and has accepted such appointment. Pending appointment of a successor to the Master Servicer hereunder, the Trustee, unless the Trustee is prohibited by law from so acting, shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on the Mortgage Loans or otherwise as it and such successor shall agree; provided, however, provided that no such compensation unless agreed to by the provisions of Section 7.06 Certificateholders shall apply, the compensation shall not be in excess of that which permitted the Master Servicer would have been entitled to if the Master Servicer had continued to act hereunder, and that such successor shall undertake and assume the obligations of the Trustee to pay compensation to any third Person acting as an agent or independent contractor in the performance of master servicing responsibilities hereunder. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Neither the Trustee nor any other Successor Master Servicer shall be deemed to be in default hereunder by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the failure of the Master Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. The costs and expenses of the Trustee in connection with the termination of the Master Servicer, appointment of a Successor Master Servicer and, if applicable, any transfer of master servicing, including, without limitation, all costs and expenses associated with the complete transfer of all master servicing data and the completion, correction or manipulation of such master servicing data as may be required by the Trustee to correct any errors or insufficiencies in the master servicing data or otherwise to enable the Trustee or the Successor Master Servicer to master service the Mortgage Loans properly and effectively, to the extent not previously paid by the terminated Master Servicer, shall be payable to the Trustee pursuant to Section 10.05 and shall not be subject to the cap on Extraordinary Trust Fund Expenses.

Trustee to Act; Appointment of Successor. (a) Upon On and after the time of the Servicer's immediate termination, or the Servicer's receipt of notice if required by Section 10.01, or at any time if the Master Trustee receives the resignation of the Servicer of a notice of termination pursuant to Section 8.01 or evidenced by an Opinion of Independent Counsel pursuant to Section 7.05 to 9.04 or the effect that the Master Servicer is legally unable removed as Servicer pursuant to act or to delegate its duties to a Person which is legally able to actthis Article X, the Trustee shall automatically become be the successor in all respects to the Master Servicer in its capacity as Servicer under this Agreement and the transactions set forth or provided for herein and shall thereafter be subject to all the responsibilities, duties, liabilities duties and limitations on liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof; provided, however, that the Company Trustee shall have the right not be liable for any actions of any Servicer prior to either (a) immediately assume the duties of the Master Servicer or (b) select a successor Master Servicer; provided furtherit, however, and that the Trustee shall have no obligation whatsoever not be obligated to make advances or payments pursuant to Sections 6.03, 6.10, 6.11, 5.10 or 5.14 but only to the extent the Trustee determines reasonably and in good faith that such advances would not be recoverable, such determination to be evidenced with respect to any liability (other than advances deemed recoverable and not previously made) incurred each such advance by a certification of a Responsible Officer of the Master Servicer at or prior to the time of terminationTrustee. As compensation therefor, but subject to Section 7.06, the Trustee shall be entitled to compensation all funds relating to the SBA Loans which the Master Servicer would have been entitled to retain receive from the Principal and Interest Account pursuant to Section 5.04 if the Master Servicer had continued to act as Servicer hereunder, except for those amounts due together with other servicing compensation in the Master Servicer form of assumption fees, late payment charges or otherwise as reimbursement permitted under this Agreement for advances previously made or expenses previously incurredprovided in Sections 7.01 and 7.03. Notwithstanding the above, the Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable to so act or if the SBA so requests in writing to actthe Trustee, appoint appoint, or petition a court of competent jurisdiction to appoint, any established housing and home finance servicing institution which is a Xxxxxx Mae- or Xxxxxxx Mac-approved servicer, and with respect to a successor acceptable to the Master Servicer only, having SBA and satisfying the Rating Agency Condition that has a net worth of not less than $10,000,00015,000,000, and which is an approved SBA guaranteed lender in good standing, operating pursuant to an effective Loan Guaranty Agreement, as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; provided. Any collections received by the Servicer after removal or resignation shall be endorsed by it to the Trustee and remitted directly to the Trustee or, that at the direction of the Trustee, to the successor servicer. The compensation of any successor servicer (including, without limitation, the Trustee) so appointed shall be the aggregate Servicing Fees and other servicing compensation in the form of assumption fees, late payment charges or otherwise. In the event the Trustee is required to solicit bids as provided herein, the Trustee shall obtain a letter solicit, by public announcement, bids from each Rating Agency banks and mortgage servicing institutions meeting the qualifications set forth above. Such public announcement shall specify that the ratings, if any, on each successor servicer shall be entitled to the full amount of the Certificates will not be lowered aggregate Servicing Fees as a result servicing compensation, together with the other servicing compensation in the form of assumption fees, late payment charges or otherwise. Within thirty days after any such public announcement, the Trustee shall negotiate and effect the sale, transfer and assignment of the selection of servicing rights and responsibilities hereunder to the qualified party submitting the highest qualifying bid. The Trustee shall deduct from any sum received by the Trustee from the successor to the Master Servicer in respect of such sale, transfer and assignment all costs and expenses of any public announcement and of any sale, transfer and assignment of the servicing rights and responsibilities hereunder and the amount of any unreimbursed Servicing Advances and Monthly Advances. After such deductions, the remainder of such sum shall be paid by the Trustee as a servicing fee to the SBA at the time of such sale, transfer and assignment to the Servicer's successor. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. The Servicer agrees to cooperate with the Trustee and any successor servicer in effecting the termination of the Servicer's servicing responsibilities and rights hereunder and shall promptly provide the Trustee or such successor servicer, as applicable, all documents and records reasonably requested by it to enable it to assume the Servicer's functions hereunder and shall promptly also transfer to the Trustee or such successor servicer, as applicable, all amounts which then have been or should have been deposited in the Principal and Interest Account or Spread Account by the Servicer or which are thereafter received with respect to the SBA Loans. Neither the Trustee nor any other successor servicer shall be held liable by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof caused by (i) the failure of the Servicer to deliver, or any delay in delivering, cash, documents or records to it, or (ii) restrictions imposed by any regulatory authority having jurisdiction over the Servicer hereunder. No appointment of a successor to the Servicer hereunder shall be effective until written notice of such proposed appointment shall have been provided by the Trustee to each Certificateholder and the SBA and the Trustee and the SBA shall have consented thereto. The Trustee shall not resign as servicer until a successor servicer reasonably acceptable to the SBA has been appointed. Pending appointment of a successor to the Master Servicer hereunder, the Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on the Mortgage SBA Loans as it and such successor shall agree; provided, however, that the provisions of Section 7.06 shall apply, the no such compensation shall not be in excess of that which permitted the Master Servicer would have been entitled pursuant to if the Master Servicer had continued to act hereunder, and that such successor shall undertake and assume the obligations of the Trustee to pay compensation to any third Person acting Section 7.03 or otherwise as an agent or independent contractor provided in the performance of master servicing responsibilities hereunderthis Agreement. The Servicer, the Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession.

Trustee to Act; Appointment of Successor. (a) Upon On and after the receipt by time the Master Servicer of receives a notice of termination pursuant to Section 8.01 or an Opinion of Independent Counsel pursuant to Section 7.05 to the effect that the Master Servicer is legally unable to act or to delegate its duties to a Person which is legally able to act, 9.01 hereof the Trustee shall automatically become the successor in all respects to the Master Servicer in its capacity under this Agreement and with respect to the transactions set forth or provided for herein and after a transition period (not to exceed 90 days), shall thereafter be subject to all the responsibilities, duties, liabilities duties and limitations on liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof; provided, however, that the Company shall have the right to either (a) immediately assume the duties of the Master Servicer or (b) select a successor Master Servicer; provided provided, further, howeverhowever that, that pursuant to Article VI hereof, the Trustee in its capacity as successor Master Servicer shall have no obligation whatsoever with respect be responsible for making any Advances required to any liability (other than advances deemed recoverable and not previously made) incurred be made by the Master Servicer at or prior immediately upon the termination of the Master Servicer and any such Advance shall be made on the Distribution Date on which such Advance was required to be made by the time predecessor Master Servicer. Effective on the date of such notice of termination. As , as compensation therefor, but subject to Section 7.06, the Trustee shall be entitled to compensation which all compensation, reimbursement of expenses and indemnifications that the Master Servicer would have been entitled to retain if the Master Servicer it had continued to act hereunder, except provided, however, that the Trustee shall not be (i) liable for those amounts due any acts or omissions of the Master Servicer, (ii) obligated to make Advances if it is prohibited from doing so under applicable law, (iii) responsible for expenses of the Master Servicer as reimbursement permitted under this Agreement for advances previously made pursuant to Section 2.03 or expenses previously incurred(iv) obligated to deposit losses on any Permitted Investment directed by the Master Servicer. Notwithstanding the aboveforegoing, the Trustee may, if it shall be unwilling to so to act, or shall, if it is legally prohibited by applicable law from making Advances pursuant to Article VI or if it is otherwise unable to so to act, appoint appoint, or petition a court of competent jurisdiction to appoint, any established housing and home finance mortgage loan servicing institution the appointment of which is a Xxxxxx Mae- or Xxxxxxx Mac-approved servicer, and with respect to a successor to does not adversely affect the Master Servicer only, having a net worth then current rating of not less than $10,000,000, the Certificates by each Rating Agency as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; provided. Any Successor Master Servicer shall (i) be an institution that is a Xxxxxx Xxx and Xxxxxxx Mac approved seller/servicer in good standing, that has a net worth of at least $15,000,000 and (ii) be willing to act as successor servicer of any Mortgage Loans under this Agreement or the related Servicing Agreement with respect to which the Company or the original Servicer has been terminated as servicer, and shall have executed and delivered to the Depositor and the Trustee shall obtain an agreement accepting such delegation and assignment, that contains an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of the Master Servicer (other than any liabilities of the Master Servicer hereof incurred prior to termination of the Master Servicer under Section 9.01 or as otherwise set forth herein), with like effect as if originally named as a letter from party to this Agreement, provided that each Rating Agency shall have acknowledged in writing that the ratings, if any, on each its rating of the Certificates in effect immediately prior to such assignment and delegation will not be lowered qualified or reduced as a result of such assignment and delegation. If the selection Trustee assumes the duties and responsibilities of the successor to Master Servicer in accordance with this Section 9.02, the Trustee shall not resign as Master ServicerServicer until a Successor Master Servicer has been appointed and has accepted such appointment. Pending appointment of a successor to the Master Servicer hereunder, the Trustee, unless the Trustee shall is prohibited by law from so acting, shall, subject to Section 4.04 hereof, act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on the Mortgage Loans or otherwise as it and such successor shall agree; provided, however, provided that no such compensation unless agreed to by the provisions of Section 7.06 Certificateholders shall apply, the compensation shall not be in excess of that which permitted the Master Servicer would have been entitled to if the Master Servicer had continued to act hereunder, and that such successor shall undertake and assume the obligations of the Trustee to pay compensation to any third Person acting as an agent or independent contractor in the performance of master servicing responsibilities hereunder. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Neither the Trustee nor any other Successor Master Servicer shall be deemed to be in default hereunder by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the failure of the Master Servicer and the Securities Administrator to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. The costs and expenses of the Trustee in connection with the termination of the Master Servicer, appointment of a Successor Master Servicer and, if applicable, any transfer of servicing, including, without limitation, all costs and 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 or the Successor Master Servicer to service the related Mortgage Loans properly and effectively, to the extent not paid by the terminated Master Servicer, shall be payable to the Trustee pursuant to Section 10.05. Any successor to the Master Servicer as successor servicer under any Subservicing Agreement shall give notice to the applicable Mortgagors of such change of servicer and shall, during the term of its service as successor servicer maintain in force the policy or policies that the Master Servicer is required to maintain pursuant to Section 4.04.

Trustee to Act; Appointment of Successor. (a) Upon On and after the receipt by time the Master Servicer of receives a notice of termination pursuant to Section 8.01 or an Opinion of Independent Counsel pursuant to Section 7.05 to the effect that the Master Servicer is legally unable to act or to delegate its duties to a Person which is legally able to act, 9.01 hereof the Trustee shall automatically become the successor in all respects to the Master Servicer in its capacity under this Agreement and with respect to the transactions set forth or provided for herein and after a transition period (not to exceed 90 days), shall thereafter have all the rights and powers of, and be subject to all the responsibilities, duties, liabilities duties and limitations on liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof; provided, however, that the Company shall have the right to either (a) immediately assume the duties of the Master Servicer or (b) select a successor Master Servicer; provided provided, further, howeverhowever that, that pursuant to Article VI hereof, the Trustee in its capacity as successor Master Servicer shall have no obligation whatsoever with respect be responsible for making any Advances required to any liability (other than advances deemed recoverable and not previously made) incurred be made by the Master Servicer at or prior immediately upon the termination of the Master Servicer and any such Advance shall be made on the Distribution Date on which such Advance was required to be made by the time predecessor Master Servicer. Effective on the date of such notice of termination. As , as compensation therefor, but subject to Section 7.06, the Trustee shall be entitled to compensation which all compensation, reimbursement of expenses and indemnifications that the Master Servicer would have been entitled to retain if the Master Servicer it had continued to act hereunder, except provided, however, that the Trustee shall not be (i) liable for those amounts due any acts or omissions of the Master Servicer, (ii) obligated to make Advances if it is prohibited from doing so under applicable law, (iii) responsible for expenses of the Master Servicer as reimbursement permitted under this Agreement for advances previously made pursuant to Section 2.03 or expenses previously incurred(iv) obligated to deposit losses on any Permitted Investment directed by the Master Servicer. Notwithstanding the aboveforegoing, the Trustee may, if it shall be unwilling to so to act, or shall, if it is legally prohibited by applicable law from making Advances pursuant to Article VI or if it is otherwise unable to so to act, appoint appoint, or petition a court of competent jurisdiction to appoint, any established housing and home finance mortgage loan servicing institution the appointment of which is a Xxxxxx Mae- or Xxxxxxx Mac-approved servicer, and with respect to a successor to does not adversely affect the Master Servicer only, having a net worth then current rating of not less than $10,000,000, the Certificates by each Rating Agency as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; provided. Any Successor Master Servicer shall (i) be an institution that is a Xxxxxx Xxx and Xxxxxxx Mac approved seller/servicer in good standing, that has a net worth of at least $15,000,000 and (ii) be willing to act as successor servicer of any Mortgage Loans under this Agreement or the related Servicing Agreement with respect to which the Company or the original Servicer has been terminated as servicer, and shall have executed and delivered to the Depositor, the Trustee shall obtain an agreement accepting such delegation and assignment, that contains an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of the Master Servicer (other than any liabilities of the Master Servicer hereof incurred prior to termination of the Master Servicer under Section 9.01 or as otherwise set forth herein), with like effect as if originally named as a letter from party to this Agreement, provided that each Rating Agency shall have acknowledged in writing that the ratings, if any, on each its rating of the Certificates in effect immediately prior to such assignment and delegation will not be lowered qualified or reduced as a result of such assignment and delegation. If the selection Trustee assumes the duties and responsibilities of the successor to Master Servicer in accordance with this Section 9.02, the Trustee shall not resign as Master ServicerServicer until a Successor Master Servicer has been appointed and has accepted such appointment. Pending appointment of a successor to the Master Servicer hereunder, the Trustee, unless the Trustee shall is prohibited by law from so acting, shall, subject to Section 4.04 hereof, act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on the Mortgage Loans or otherwise as it and such successor shall agree; provided, however, provided that no such compensation unless agreed to by the provisions of Section 7.06 Certificateholders shall apply, the compensation shall not be in excess of that which permitted the Master Servicer would have been entitled to if the Master Servicer had continued to act hereunder, and that such successor shall undertake and assume the obligations of the Trustee to pay compensation to any third Person acting as an agent or independent contractor in the performance of master servicing responsibilities hereunder. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Neither the Trustee nor any other Successor Master Servicer shall be deemed to be in default hereunder by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the failure of the Master Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. The costs and expenses of the Trustee in connection with the termination of the Master Servicer, appointment of a Successor Master Servicer and, if applicable, any transfer of servicing, including, without limitation, all costs and 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 or the Successor Master Servicer to service the related Mortgage Loans properly and effectively, to the extent not paid by the terminated Master Servicer, shall be payable to the Trustee pursuant to Section 10.05. Any successor to the Master Servicer as successor servicer under any Subservicing Agreement shall give notice to the applicable Mortgagors of such change of servicer and shall, during the term of its service as successor servicer maintain in force the policy or policies that the Master Servicer is required to maintain pursuant to Section 4.04.

Trustee to Act; Appointment of Successor. (a) Upon the receipt by the Master Servicer of a notice of termination pursuant to Section 8.01 or an Opinion of Independent Counsel pursuant to Section 7.05 to the effect that the Master Servicer is legally unable to act or to delegate its duties to a Person which is legally able to act, the Trustee shall automatically become the successor in all respects to the Master Servicer in its capacity under this Agreement and the transactions set forth or provided for herein and shall thereafter be subject to all the responsibilities, duties, liabilities and limitations on liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof; provided, however, that the Company EMC shall have the right to either (a) immediately assume the duties of the Master Servicer or (b) select a successor Master Servicer; provided further, however, that the Trustee shall have no obligation whatsoever with respect to any liability (other than advances deemed recoverable and not previously made) incurred by the Master Servicer at or prior to the time of termination. As compensation therefor, but subject to Section 7.06, the Trustee shall be entitled to compensation all funds relating to the Mortgage Loans which the Master Servicer would have been entitled to retain if the Master Servicer had continued to act hereunder, except for those amounts due the Master Servicer as reimbursement permitted under this Agreement for advances previously made or expenses previously incurred. Notwithstanding the above, the Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, appoint or petition a court of competent jurisdiction to appoint, any established housing and home finance institution which is a Xxxxxx Mae- or Xxxxxxx Mac-approved servicer, and with respect to a successor to the Master Servicer only, having a net worth of not less than $10,000,000, as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; provided, that the Trustee shall obtain a letter from each Rating Agency that the ratings, if any, on each of the Certificates will not be lowered as a result of the selection of the successor to the Master Servicer. Pending appointment of a successor to the Master Servicer hereunder, the Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on the Mortgage Loans as it and such successor shall agree; provided, however, that the provisions of Section 7.06 shall apply, the no such compensation shall not be in excess of that which permitted the Master Servicer would have been entitled to if the Master Servicer had continued to act hereunderTrustee under this Subsection 8.02(a), and that such successor shall undertake and assume the obligations of the Trustee to pay compensation to any third Person acting as an agent or independent contractor in the performance of master servicing responsibilities hereunder. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession.

Trustee to Act; Appointment of Successor. (a) Upon On and after the receipt by time the Master Servicer of receives a notice of termination pursuant to Section 8.01 or an Opinion of Independent Counsel pursuant to Section 7.05 to the effect that the Master Servicer is legally unable to act or to delegate its duties to a Person which is legally able to act, hereof the Trustee shall automatically become the successor in all respects to the Master Servicer in its capacity under this Agreement and with respect to the transactions set forth or provided for herein and after a transition period (not to exceed 90 days), shall thereafter be subject to all the responsibilities, duties, liabilities duties and limitations on liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof; provided, howeverhowever that, that pursuant to Article V hereof, the Company Trustee in its capacity as Successor Master Servicer shall have be responsible for making any Advances required to be made by the right to either (a) Master Servicer immediately assume upon the duties termination of the Master Servicer or (b) select a successor and any such Advance shall be made on the Distribution Date on which such Advance was required to be made by the predecessor Master Servicer; provided further, however, that . Effective on the Trustee shall have no obligation whatsoever with respect to any liability (other than advances deemed recoverable and not previously made) incurred by the Master Servicer at or prior to the time date of such notice of termination. As , as compensation therefor, but subject to Section 7.06, the Trustee shall be entitled to compensation which all compensation, reimbursement of expenses and indemnification that the Master Servicer would have been entitled to retain if the Master Servicer it had continued to act hereunder, except provided, however, that the Trustee shall not be (i) liable for those amounts due any acts or omissions of the Master Servicer, (ii) obligated to make Advances if it is prohibited from doing so under applicable law, (iii) responsible for expenses of the Master Servicer as reimbursement permitted under this Agreement for advances previously made pursuant to Section 2.03 or expenses previously incurred(iv) obligated to deposit losses on any Permitted Investment directed by the Master Servicer. Notwithstanding the aboveforegoing, the Trustee may, if it shall be unwilling to so to act, or shall, if it is legally prohibited by applicable law from making Advances pursuant to Article V or if it is otherwise unable to so to act, appoint appoint, or petition a court of competent jurisdiction to appoint, any established housing and home finance mortgage loan servicing institution the appointment of which is a Xxxxxx Mae- or Xxxxxxx Mac-approved servicer, and with respect to a successor to does not adversely affect the Master Servicer only, having a net worth then current rating of not less than $10,000,000, the Certificates by each Rating Agency as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; provided. Any Successor Master Servicer shall (i) be an institution that is a Fxxxxx Mxx and Fxxxxxx Mac approved seller/servicer in good standing, that has a net worth of at least $15,000,000, (ii) be acceptable to the Trustee (which consent shall obtain not be unreasonably withheld) and (iii) be willing to act as successor servicer of any Mortgage Loans under this Agreement, and shall have executed and delivered to the Depositor and the Trustee an agreement accepting such delegation and assignment, that contains an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of the Master Servicer (other than any liabilities of the Master Servicer hereof incurred prior to termination of the Master Servicer under Section 8.01 or as otherwise set forth herein), with like effect as if originally named as a letter from party to this Agreement, provided that each Rating Agency shall have acknowledged in writing that the ratings, if any, on each its rating of the Certificates in effect immediately prior to such assignment and delegation will not be lowered qualified or reduced as a result of such assignment and delegation. If the selection Trustee assumes the duties and responsibilities of the successor to Master Servicer in accordance with this Section 8.02, the Trustee shall not resign as Master ServicerServicer until a Successor Master Servicer has been appointed and has accepted such appointment. Pending appointment of a successor to the Master Servicer hereunder, the Trustee, unless the Trustee is prohibited by law from so acting, shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on the Mortgage Loans or otherwise as it and such successor shall agree; provided, however, provided that no such compensation unless agreed to by the provisions of Section 7.06 Certificateholders shall apply, the compensation shall not be in excess of that which permitted the Master Servicer would have been entitled to if the Master Servicer had continued to act hereunder, and that such successor shall undertake and assume the obligations of the Trustee to pay compensation to any third Person acting as an agent or independent contractor in the performance of master servicing responsibilities hereunder. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Neither the Trustee nor any other Successor Master Servicer shall be deemed to be in default hereunder by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the failure of the Master Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. The costs and expenses of the Trustee in connection with the termination of the Master Servicer, appointment of a Successor Master Servicer and, if applicable, any transfer of servicing, including, without limitation, all costs and 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 or the Successor Master Servicer to service the Mortgage Loans properly and effectively, to the extent not paid by the terminated Master Servicer, shall be payable to the Trustee pursuant to Section 9.05. Any successor to the Master Servicer as successor servicer under any Subservicing Agreement shall give notice to the applicable Mortgagors of such change of servicer and shall, during the term of its service as successor servicer maintain in force the policy or policies that the Master Servicer is required to maintain pursuant to Section 3.08.

Trustee to Act; Appointment of Successor. (a) Upon the receipt by the Master Servicer of a notice of termination pursuant to Section 8.01 or an Opinion of Independent Counsel pursuant to Section 7.05 to the effect that the Master Servicer is legally unable to act or to delegate its duties to a Person which is legally able to act, the Trustee shall automatically become the successor in all respects to the Master Servicer in its capacity under this Agreement and the transactions set forth or provided for herein and shall thereafter be subject to all the responsibilities, duties, liabilities and limitations on liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof; provided, however, that the Company EMC shall have the right to either (a) immediately assume the duties of the Master Servicer or (b) select a successor Master Servicer; provided further, however, that the Trustee shall have no obligation whatsoever with respect to any liability (other than advances deemed recoverable and not previously made) incurred by the Master Servicer at or prior to the time of termination. As compensation therefor, but subject to Section 7.06, the Trustee shall be entitled to compensation which the Master Servicer would have been entitled to retain if the Master Servicer had continued to act hereunder, except for those amounts due the Master Servicer as reimbursement permitted under this Agreement for advances previously made or expenses previously incurred. Notwithstanding the above, the Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, appoint or petition a court of competent jurisdiction to appoint, any established housing and home finance institution which is a Xxxxxx Fannie Mae- or Xxxxxxx MacFredxxx Xxc-approved servicerapprovex xxxxxcer, and with respect to a successor to the Master Servicer only, having a net worth of not less than $10,000,000, as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; provided, that the Trustee shall obtain a letter from each Rating Agency that the ratings, if any, on each of the Certificates will not be lowered as a result of the selection of the successor to the Master Servicer. Pending appointment of a successor to the Master Servicer hereunder, the Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on the Mortgage Loans as it and such successor shall agree; provided, however, that the provisions of Section 7.06 shall apply, the compensation shall not be in excess of that which the Master Servicer would have been entitled to if the Master Servicer had continued to act hereunder, and that such successor shall undertake and assume the obligations of the Trustee to pay compensation to any third Person acting as an agent or independent contractor in the performance of master servicing responsibilities hereunder. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession.

Trustee to Act; Appointment of Successor. (a) Upon the receipt by the Master Servicer of a notice of termination pursuant to Section 8.01 or an Opinion of Independent Counsel pursuant to Section 7.05 to the effect that the Master Servicer is legally unable to act or to delegate its duties to a Person which is legally able to act, the Trustee shall automatically become the successor in all respects to the Master Servicer in its capacity under this Agreement and the transactions set forth or provided for herein and shall thereafter be subject to all the responsibilities, duties, liabilities and limitations on liabilities relating thereto placed on the Master Servicer by the terms and provisions hereofhereof (including the requirement to make Monthly Advances pursuant to Section 6.05); provided, however, that the Company shall have the right to either (a) immediately assume the duties of the Master Servicer or (b) select a successor Master Servicer; provided further, however, that the Trustee shall have no obligation whatsoever with respect to any liability (other than advances deemed recoverable and not previously made) incurred by the Master Servicer at or prior to the time of termination. As compensation therefor, but subject to Section 7.06, the Trustee shall be entitled to compensation which the Master Servicer would have been entitled to retain if the Master Servicer had continued to act hereunder, except for those amounts due the Master Servicer as reimbursement permitted under this Agreement for advances previously made or expenses previously incurred. Notwithstanding the above, the Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, appoint or petition a court of competent jurisdiction to appoint, any established housing and home finance institution which is a Xxxxxx Fannie Mae- or Xxxxxxx MacFrxxxxx Mxx-approved servicerapproxxx xxxvicer, and with respect to a successor to the Master Servicer only, having a net worth of not less than $10,000,000, as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; provided, that the Trustee shall obtain a letter from each Rating Agency that the ratings, if any, on each of the Certificates will not be lowered as a result of the selection of the successor to the Master Servicer. Pending appointment of a successor to the Master Servicer hereunder, the Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on the Mortgage Loans as it and such successor shall agree; provided, however, that the provisions of Section 7.06 shall apply, the compensation shall not be in excess of that which the Master Servicer would have been entitled to if the Master Servicer had continued to act hereunder, and that such successor shall undertake and assume the obligations of the Trustee to pay compensation to any third Person acting as an agent or independent contractor in the performance of master servicing responsibilities hereunder. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession.

Trustee to Act; Appointment of Successor. (a) Upon On and after the receipt by time the Master Servicer of receives a notice of termination pursuant to Section 8.01 or an Opinion of Independent Counsel pursuant to Section 7.05 to the effect that the Master Servicer is legally unable to act or to delegate its duties to a Person which is legally able to act7.01 hereof, the Trustee shall automatically become shall, subject to and to the extent provided in Section 3.05, be the successor in all respects to the Master Servicer in its capacity as Master Servicer under this Agreement and the transactions set forth or provided for herein and shall thereafter be subject to all the responsibilities, duties, liabilities duties and limitations on liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof; provided, however, that hereof and applicable law including the Company shall have the right obligation to either (a) immediately assume the duties of the Master Servicer or (b) select a successor Master Servicer; provided further, however, that the Trustee shall have no obligation whatsoever with respect make Advances pursuant to any liability (other than advances deemed recoverable and not previously made) incurred by the Master Servicer at or prior to the time of terminationSection 4.01. As compensation therefor, but subject to Section 7.06, the Trustee shall be entitled to compensation investment income on all funds to which the Master Servicer would have been entitled to retain in the Collection Account or Distribution Account if the Master Servicer had continued to act hereunder. Notwithstanding the foregoing, except for those amounts due if the Trustee has become the successor to the Master Servicer as reimbursement permitted under this Agreement for advances previously made or expenses previously incurred. Notwithstanding the abovein accordance with Section 7.01 hereof, the Trustee may, if it shall be unwilling to so to act, or shall, if it is legally prohibited by applicable law from making Advances pursuant to Section 4.01 hereof or if it is otherwise unable to so to act, appoint or if it has been requested in writing by Holders of Certificates evidencing not less than 25% of the Voting Rights evidenced by the Certificates to do so, appoint, or petition a court of competent jurisdiction to appoint, any established housing and home finance mortgage loan servicing institution the appointment of which is a Xxxxxx Mae- or Xxxxxxx Mac-approved servicer, and with respect to a successor to does not adversely affect the Master Servicer only, having a net worth then current rating of not less than $10,000,000, the Certificates by each Rating Agency as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; provided. Any successor to the Master Servicer shall be an institution which is a Xxxxxx Mae and Xxxxxxx Mac approved seller/servicer in good standing, that which has a net worth of at least $15,000,000, and which is willing to master service the Mortgage Loans and executes and delivers to the Depositor and the Trustee shall obtain an agreement accepting such delegation and assignment, which contains an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of the Master Servicer (other than liabilities of the Master Servicer under Section 6.03 hereof incurred prior to termination of the Master Servicer under Section 7.01), with like effect as if originally named as a letter from party to this Agreement; and provided further that each Rating Agency acknowledges that the ratings, if any, on each its rating of the Certificates in effect immediately prior to such assignment and delegation will not be lowered qualified or reduced, without regard to the guaranty provided by the Policies, as a result of the selection of the successor to the Master Servicersuch assignment and delegation. Pending appointment of a successor to the Master Servicer hereunder, the Trustee, unless the Trustee shall is prohibited by law from so acting, shall, subject to Section 3.05 hereof, act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor master servicer out of payments on the Mortgage Loans as it and such successor master servicer shall agree; provided, however, that the provisions of Section 7.06 shall apply, the no such compensation shall not be in excess of that which the compensation permitted the Master Servicer would have been entitled to if the Master Servicer had continued to act hereunder, and that such successor shall undertake and assume the obligations of the Trustee to pay compensation to any third Person acting as an agent or independent contractor in the performance of master servicing responsibilities hereunder. The Trustee and such successor master servicer shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Neither the Trustee nor any other successor master servicer shall be deemed to be in default hereunder by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the failure of the Master Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. Any successor master servicer as Master Servicer shall give notice to the Servicers of such change of master servicer and shall, during the term of its service as master servicer maintain in force the policy or policies that the Master Servicer is required to maintain pursuant to Section 3.11. The Trustee or successor master servicer shall be entitled to be reimbursed from the Master Servicer for all costs associated with the transfer of master servicing from the predecessor master servicer, including, without limitation, any costs or expenses (including but not limited to personnel time) associated with the complete transfer of all master servicing data and the completion, correction or manipulation of such master servicing data as may be required by the Trustee or successor master servicer to correct any errors or insufficiencies in the master servicing data or otherwise to enable the Trustee or successor master servicer to master service the Mortgage Loans properly and effectively. If the Master Servicer does not pay such reimbursement within thirty (30) days of its receipt of an invoice therefor, such reimbursement shall be an expense of the Trust and the Trustee shall be entitled to withdraw such reimbursement from amounts on deposit in the Distribution Account pursuant to Section 3.10(b)(iv); provided that the Master Servicer shall reimburse the Trust for any such expense incurred by the Trust.

Trustee to Act; Appointment of Successor. (a) Upon On and after the receipt by time the Master Servicer of receives a notice of termination pursuant to Section 8.01 10.01 or the Trustee receives the resignation of the Servicer evidenced by an Opinion of Independent Counsel pursuant to Section 7.05 to 9.04 or the effect that the Master Servicer is legally unable removed as servicer pursuant to act or to delegate its duties to a Person which is legally able to actthis Article X, the Trustee shall automatically become be the successor in all respects to the Master Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall thereafter be subject to all the responsibilities, duties, liabilities duties and limitations on liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof; , provided, however, that the Company shall have the right to either (a) immediately assume the duties of the Master Servicer or (b) select a successor Master Servicer; provided further, however, that the Trustee shall have no obligation whatsoever not be liable for any actions of any servicer prior to it, and that the Trustee shall not be obligated to make advances or payments pursuant to Sections 6.03, 6.04, 6.11, 6.12, 5.05, 5.10 or 5.14 but only to the extent the Trustee determines reasonably and in good faith that such advances would not be recoverable, such determination to be evidenced with respect to any liability (other than advances deemed recoverable and not previously made) incurred each such advance by a certification of a Responsible Officer of the Master Servicer at or prior to the time of terminationTrustee. As compensation therefor, but subject to Section 7.06, the Trustee shall be entitled to compensation all funds relating to the Mortgage Loans which the Master Servicer would have been entitled to retain receive from the Principal and Interest Account pursuant to Section 5.04 if the Master Servicer had continued to act as servicer hereunder, except for those amounts due together with other servicing compensation in the Master Servicer form of assumption fees, late payment charges, the Contingency Fee or otherwise as reimbursement permitted under this Agreement for advances previously made or expenses previously incurredprovided in Sections 7.01 and 7.03. Notwithstanding the above, the Trustee may, if it shall be unwilling to so to act, or shall, if it is legally unable to so act or if the Majority Certificateholders or the Certificate Insurer so request in writing to actthe Trustee, appoint appoint, or petition a court of competent jurisdiction to appoint, any established housing and home finance mortgage loan servicing institution which is a Xxxxxx Mae- or Xxxxxxx Mac-approved servicer, and with respect to a successor acceptable to the Master Servicer onlyCertificate Insurer, having which acceptance shall not be unreasonably withheld, that has a net worth of not less than $10,000,000, 15,000,000 and which is approved as a servicer by FNMA and FHLMC as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; provided. Any collections received by the Servicer after removal or resignation shall be endorsed by it to the Trustee and remitted directly to the Trustee or, that at the direction of the Trustee, to the successor servicer. The compensation of any successor servicer (including, without limitation, the Trustee) so appointed shall be the aggregate Servicing Fees, together with the Contingency Fee and other servicing compensation in the form of assumption fees, late payment charges or otherwise. In the event the Trustee is required to solicit bids as provided herein, the Trustee shall obtain a letter solicit, by public announcement, bids from each Rating Agency housing and home finance institutions, banks and mortgage servicing institutions meeting the qualifications set forth above. Such public announcement shall specify that the ratingssuccessor servicer and claims administrator shall be entitled to, if anywith respect to the Mortgage Loans each would be servicing, on each the full amount of the Certificates will not be lowered aggregate Servicing Fees and Contingency Fee relating to such Mortgage Loans as a result servicing compensation, together with the other servicing compensation in the form of assumption fees, late payment charges or otherwise. Within thirty days after any such public announcement, the Trustee shall negotiate and effect the sale, transfer and assignment of the selection of servicing rights and responsibilities hereunder to the qualified party submitting the highest qualifying bid. The Trustee shall deduct from any sum received by the Trustee from the successor to the Master Servicer in respect of such sale, transfer and assignment all costs and expenses of any public announcement and of any sale, transfer and assignment of the servicing rights and responsibilities hereunder and the amount of any unreimbursed Servicing Advances and Monthly Advances. After such deductions, the remainder of such sum shall be paid by the Trustee to the Servicer at the time of such sale, transfer and assignment to the Servicer's successor. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. The Servicer agrees to cooperate with the Trustee and any successor servicer in effecting the termination of the Servicer's servicing responsibilities and rights hereunder and shall promptly provide the Trustee or such successor servicer, as applicable, all documents and records reasonably requested by it to enable it to assume the Servicer's functions hereunder and shall promptly also transfer to the Trustee or such successor servicer, all amounts which then have been or should have been deposited in the Principal and Interest Account or Spread Account by the Servicer or which are thereafter received with respect to the Mortgage Loans. Neither the Trustee nor any other successor servicer shall be held liable by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof caused by (i) the failure of the Servicer to deliver, or any delay in delivering, cash, documents or records to it, or (ii) restrictions imposed by any regulatory authority having jurisdiction over the Servicer hereunder. No appointment of a successor to the Servicer hereunder shall be effective until written notice of such proposed appointment shall have been provided by the Trustee to each Certificateholder and the Certificate Insurer, and the Trustee shall have consented thereto. The Trustee shall not resign as servicer until a successor servicer reasonably acceptable to the Certificate Insurer has been appointed. Pending appointment of a successor to the Master Servicer hereunder, the Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on the Mortgage Loans as it and such successor shall agree; provided, however, that the provisions of Section 7.06 shall apply, the no such compensation shall not be in excess of that which permitted the Master Servicer would have been entitled pursuant to if the Master Servicer had continued to act hereunder, and that such successor shall undertake and assume the obligations of the Trustee to pay compensation to any third Person acting Section 7.03 or otherwise as an agent or independent contractor provided in the performance of master servicing responsibilities hereunderthis Agreement. The Trustee Servicer, the Trustee, and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession.

Trustee to Act; Appointment of Successor. (a) Upon the receipt by the Master Servicer of a notice of termination pursuant to Section 8.01 or an Opinion of Independent Counsel pursuant to Section 7.05 to the effect that the Master Servicer is legally unable to act or to delegate its duties to a Person which is legally able to act, the Trustee shall automatically become the successor in all respects to the Master Servicer in its capacity under this Agreement and the transactions set forth or provided for herein and shall thereafter be subject to all the responsibilities, duties, liabilities and limitations on liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof; provided, however, that the Company EMC shall have the right to either (a) immediately assume the duties of the Master Servicer or (b) select a successor Master Servicer; provided provided, further, however, that the Trustee shall have no obligation whatsoever with respect to any liability (other than advances deemed recoverable and not previously made) incurred by the Master Servicer at or prior to the time of termination. As compensation therefor, but subject to Section 7.06, the Trustee shall be entitled to compensation all funds relating to the Mortgage Loans which the Master Servicer would have been entitled to retain if the Master Servicer had continued to act hereunder, except for those amounts due the Master Servicer as reimbursement permitted under this Agreement for advances previously made or expenses previously incurred. Notwithstanding the above, the Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, appoint or petition a court of competent jurisdiction to appoint, appoint any established housing and home finance institution which is a Xxxxxx Mae- Xxx- or Xxxxxxx Mac-approved servicer, and with respect to a successor to the Master Servicer only, only having a net worth of not less than $10,000,000, as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; provided, that the Trustee shall obtain a letter from each Rating Agency that the ratings, if any, of such Rating Agency on each of the Certificates will not be lowered downgraded, qualified or withdrawn as a result of the selection of the successor to the Master Servicer. Pending appointment of a successor to the Master Servicer hereunder, the Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on the Mortgage Loans as it and such successor shall agree; provided, however, that the provisions of Section 7.06 shall apply, the no such compensation shall not be in excess of that which permitted the Master Servicer would have been entitled to if the Master Servicer had continued to act hereunderTrustee under this Subsection 8.02(a), and that such successor shall undertake and assume the obligations of the Trustee to pay compensation to any third Person acting as an agent or independent contractor in the performance of master servicing responsibilities hereunder. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession.

Trustee to Act; Appointment of Successor. (a) Upon On and after the receipt by time the Master Servicer of receives a notice of termination pursuant to Section 8.01 7.01 of this Agreement, the Trustee or an Opinion of Independent Counsel a successor servicer appointed pursuant to Section 7.05 7.01, subject to and to the effect that the Master Servicer is legally unable to act or to delegate its duties to a Person which is legally able to actextent provided herein, the Trustee either shall automatically become be the successor in all respects to the Master Servicer Servicer, but only in its capacity as servicer under this Agreement and not in any other, and the transactions set forth herein or provided for herein shall appoint a successor servicer, and in either event such successor servicer shall thereafter be subject to all the responsibilities, duties, liabilities duties and limitations on liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof; provided, however, that hereof and applicable law including the Company shall have the right obligation to either (a) immediately assume the duties of the Master Servicer or (b) select a successor Master Servicer; provided further, however, that the Trustee shall have no obligation whatsoever with respect make Advances pursuant to any liability (other than advances deemed recoverable and not previously made) incurred by the Master Servicer at or prior to the time of terminationSection 4.01. As compensation therefor, but subject to Section 7.06, the Trustee successor servicer shall be entitled to compensation which all funds relating to the Master related Mortgage Loans that the terminated Servicer would have been entitled to retain if charge to a Collection Account, provided that the Master terminated Servicer had continued shall nonetheless be entitled to act hereunder, except for those amounts due payment or reimbursement as provided in Section 3.09(a) to the Master Servicer as extent that such payment or reimbursement permitted under this Agreement for advances previously made or expenses previously incurredrelates to the period prior to the completion of the transfer of servicing to a successor servicer. Notwithstanding the aboveforegoing, if the Trustee has become the successor to the terminated Servicer in accordance with Section 7.01, the Trustee may, if it shall be unwilling to so to act, or shall, if it is legally prohibited by applicable law from making Advances pursuant to 4.01 hereof, or if it is otherwise unable to so to act, appoint appoint, or petition a court of competent jurisdiction to appoint, any established housing and home finance mortgage loan servicing institution the appointment of which is a Xxxxxx Mae- or Xxxxxxx Mac-approved servicer, and with respect to a successor to does not adversely affect the Master Servicer only, having a net worth then current rating of not less than $10,000,000the Certificates by each Rating Agency, as the successor to the Master terminated Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; provided. Any successor to the Servicer shall be an institution which is a FNMA or FHLMC approved seller/servicer in good standing, that which has a net worth of at least $10,000,000, which is willing to service the related Mortgage Loans and which executes and delivers to the Depositor and the Trustee shall obtain an agreement accepting such delegation and assignment, containing an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of the Servicer (other than liabilities of the Servicer under Section 6.03 hereof incurred prior to termination of the Servicer under Section 7.01 hereunder), with like effect as if originally named as a letter from party to this Agreement; provided that each Rating Agency acknowledges that the ratings, if any, on each its rating of the Certificates in effect immediately prior to such assignment and delegation will not be lowered qualified or reduced as a result of the selection of the successor to the Master Servicersuch assignment and delegation. Pending appointment of a successor to the Master Servicer hereunder, the Trustee shall or other successor servicer unless such entity is prohibited by law from so acting, shall, subject to the limitations described herein, act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on the related Mortgage Loans as it and such successor shall agree; provided, however, that the provisions of Section 7.06 shall apply, the no such compensation shall not be in excess of the Servicing Fee, assuming for this purpose that which the Master Servicing Fee Rate is 0.50% per annum, for any other successor. To the extent that the compensation of any successor to the Servicer would have been entitled is calculated using a rate exceeding the then-current rate used to if calculate the Master Servicer had continued to act hereunder, and that such successor shall undertake and assume the obligations of the Trustee to pay compensation to any third Person acting Ocwen Servicing Fee Rate (as an agent or independent contractor defined in the performance Ocwen Side Letter), as the case may be, each Holder of master servicing responsibilities hereundera Class A-IO-S Certificate hereby agrees to a decrease in the Excess Servicing Fee Rate in an amount equal to such excess. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Neither the Trustee nor any other successor servicer shall be deemed to be in default by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the failure of the terminated Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. Any successor to the Servicer or shall give notice to the Mortgagors of such change of servicer. Any successor to the Servicer shall, during the term of its service as the Servicer maintain in force the policy or policies of the type that the Servicer is required to maintain pursuant to this Agreement. In connection with the termination or resignation of the Servicer hereunder, either (i) the successor Servicer, including the Trustee if the Trustee is acting as successor Servicer, shall represent and warrant that it is a member of MERS in good standing and shall agree to comply in all material respects with the rules and procedures of MERS in connection with the servicing of the Mortgage Loans that are registered with MERS, or (ii) the predecessor Servicer, at its sole expense, shall cooperate with the successor Servicer either (x) in causing MERS to execute and deliver an Assignment of Mortgage in recordable form to transfer the Mortgage from MERS to the Trustee and to execute and deliver such other notices, documents and other instruments as may be necessary or desirable to effect a transfer of such Mortgage Loan or servicing of such Mortgage Loan on the MERS® System to the successor Servicer or (y) in causing MERS to designate on the MERS® System the successor Servicer as the servicer of such Mortgage Loan (at the cost and expense of the successor Servicer to the extent such costs relate to the qualification of such successor Servicer as a member of MERS, otherwise at the cost and expense of the predecessor Servicer). The predecessor Servicer shall file or cause to be filed any such assignment in the appropriate recording office. The successor Servicer shall cause such assignment to be delivered to the Trustee promptly upon receipt of the original with evidence of recording thereon or a copy certified by the public recording office in which such assignment was recorded.

Trustee to Act; Appointment of Successor. (a) Upon the receipt by the Master Servicer of a notice of termination pursuant to Section 8.01 or an Opinion of Independent Counsel pursuant to Section 7.05 to the effect that the Master Servicer is legally unable to act or to delegate its duties to a Person which is legally able to act, the Trustee shall automatically become the successor in all respects to the Master Servicer in its capacity under this Agreement and the transactions set forth or provided for herein and shall thereafter be subject to all the responsibilities, duties, liabilities and limitations on liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof; providedPROVIDED, however, that the Company shall have the right to either (a) immediately assume the duties of the Master Servicer or (b) select a successor Master Servicer; provided further, howeverHOWEVER, that the Trustee (i) shall be under no obligation to purchase any Mortgage Loan pursuant to Section 10.01; and (ii) shall have no obligation whatsoever with respect to any liability (other than advances deemed recoverable and not previously made) incurred by the Master Servicer at or prior to the time of terminationreceipt by the Master Servicer of such notice or by the Trustee of such Opinion of Independent Counsel, including any liabilities associated with the Master Servicer's failure to modify its computer and any other systems in a manner such that the Master Servicer can service the Mortgage Loans in accordance with the terms of this Agreement on and after January 1, 2000. As compensation therefor, but subject to Section 7.06, the Trustee shall be entitled to compensation all funds relating to the Mortgage Loans which the Master Servicer would have been entitled to retain if the Master Servicer had continued to act hereunder, except for those amounts due the Master Servicer as reimbursement permitted under this Agreement for advances previously made or expenses previously incurred. Notwithstanding the above, the Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, appoint or petition a court of competent jurisdiction to appoint, any established housing and home finance institution which is a Xxxxxx Mae- or Xxxxxxx Mac-approved servicer, and with respect to a successor to the Master Servicer only, having a net worth of not less than $10,000,000, as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; provided, that the Trustee shall obtain a letter from each Rating Agency that the ratings, if any, on each of the Certificates will not be lowered as a result of the selection of the successor to the Master Servicer. Pending appointment of a successor to the Master Servicer hereunder, the Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on the Mortgage Loans as it and such successor shall agree; providedPROVIDED, howeverHOWEVER, that the provisions of Section 7.06 shall apply, the no such compensation shall not be in excess of that which permitted the Master Servicer would have been entitled to if the Master Servicer had continued to act hereunderTrustee under this Subsection 8.02(a), and that such successor shall undertake and assume the obligations of the Trustee to pay compensation to any third Person acting as an agent or independent contractor in the performance of master servicing responsibilities hereunder. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession.

Trustee to Act; Appointment of Successor. (a) Upon the receipt by the either Master Servicer of a notice of termination pursuant to Section 8.01 or an Opinion of Independent Counsel pursuant to Section 7.05 to the effect that the such Master Servicer is legally unable to act or to delegate its duties to a Person which is legally able to act, the Trustee shall automatically become the successor in all respects to the such Master Servicer in its capacity under this Agreement and the transactions set forth or provided for herein and shall thereafter be subject to all the responsibilities, duties, liabilities and limitations on liabilities relating thereto placed on the such Master Servicer by the terms and provisions hereof; providedPROVIDED, however, that the Company shall have the right to either (a) immediately assume the duties of the Master Servicer or (b) select a successor Master Servicer; provided further, howeverHOWEVER, that the Trustee (i) shall be under no obligation to purchase any Mortgage Loan pursuant to Section 10.01; and (ii) shall have no obligation whatsoever with respect to any liability (other than advances deemed recoverable and not previously made) incurred by the such Master Servicer at or prior to the time of terminationreceipt by such Master Servicer of such notice or by the Trustee of such Opinion of Independent Counsel. As compensation therefor, but subject to Section 7.06, the Trustee shall be entitled to compensation all funds relating to the Mortgage Loans which the such Master Servicer would have been entitled to retain if the such Master Servicer had continued to act hereunder, except for those amounts due the such Master Servicer as reimbursement permitted under this Agreement for advances previously made or expenses previously incurred. Notwithstanding the above, the Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, appoint or petition a court of competent jurisdiction to appoint, any established housing and home finance institution which is a Xxxxxx Mae- FNMA- or Xxxxxxx MacFHLMC-approved servicer, and with respect to a successor to the such Master Servicer only, having a net worth of not less than $10,000,000, as the successor to the such Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the such Master Servicer hereunder; provided, that the Trustee shall obtain a letter from each Rating Agency that the ratings, if any, on each of the Certificates will not be lowered as a result of the selection of the successor to the Master Servicer. Pending appointment of a successor to the either Master Servicer hereunder, the Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on the Mortgage Loans as it and such successor shall agree; providedPROVIDED, howeverHOWEVER, that the provisions of Section 7.06 shall apply, the no such compensation shall not be in excess of that which permitted the Master Servicer would have been entitled to if the Master Servicer had continued to act hereunderTrustee under this Subsection 8.02(a), and that such successor shall undertake and assume the obligations of the Trustee to pay compensation to any third Person acting as an agent or independent contractor in the performance of master servicing responsibilities hereunder. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession.

Trustee to Act; Appointment of Successor. (a) Upon the ---------------------------------------- receipt by the Master Servicer of a notice of termination pursuant to Section 8.01 or an Opinion of Independent Counsel pursuant to Section 7.05 to the effect that the Master Servicer is legally unable to act or to delegate its duties to a Person which is legally able to act, the Trustee shall automatically become the successor in all respects to the Master Servicer in its capacity under this Agreement and the transactions set forth or provided for herein and shall thereafter be subject to all the responsibilities, duties, liabilities and limitations on liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof; provided, however, that the Company Trustee (i) shall have the right be -------- ------- under no obligation to either purchase any Mortgage Loan pursuant to Section 10.01; and (aii) immediately assume the duties of the Master Servicer or (b) select a successor Master Servicer; provided further, however, that the Trustee shall have no obligation whatsoever with respect to any liability (other than advances deemed recoverable and not previously made) incurred by the Master Servicer at or prior to the time of terminationreceipt by the Master Servicer of such notice or by the Trustee of such Opinion of Independent Counsel. As compensation therefor, but subject to Section 7.06, the Trustee shall be entitled to compensation all funds relating to the Mortgage Loans which the Master Servicer would have been entitled to retain if the Master Servicer had continued to act hereunder, except for those amounts due the Master Servicer as reimbursement permitted under this Agreement for advances previously made or expenses previously incurred. Notwithstanding the above, the Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, appoint or petition a court of competent jurisdiction to appoint, any established housing and home finance institution which is a Xxxxxx Mae- FNMA- or Xxxxxxx Mac-FHLMC- approved servicer, and with respect to a successor to the Master Servicer only, having a net worth of not less than $10,000,000, as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; provided, that the Trustee shall obtain a letter from each Rating Agency that the ratings, if any, on each of the Certificates will not be lowered as a result of the selection of the successor to the Master Servicer. Pending appointment of a successor to the Master Servicer hereunder, the Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on the Mortgage Loans as it and such successor shall agree; provided, however, that the provisions of Section 7.06 shall apply, the no such compensation shall not be in excess of that which -------- ------- permitted the Master Servicer would have been entitled to if the Master Servicer had continued to act hereunderTrustee under this Subsection 8.02(a), and that such successor shall undertake and assume the obligations of the Trustee to pay compensation to any third Person acting as an agent or independent contractor in the performance of master servicing responsibilities hereunder. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession.

Trustee to Act; Appointment of Successor. (a) Upon On and after the receipt by time the Master Servicer of receives a notice of termination pursuant to Section 8.01 or an Opinion of Independent Counsel pursuant to Section 7.05 to the effect that the Master Servicer is legally unable to act or to delegate its duties to a Person which is legally able to act, 9.01 hereof the Trustee shall automatically become the successor in all respects to the Master Servicer in its capacity under this Agreement and with respect to the transactions set forth or provided for herein and after a transition period (not to exceed 90 days), shall thereafter have all the rights and powers of, and be subject to all the responsibilities, duties, liabilities duties and limitations on liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof; provided, however, that that, pursuant to Article VI hereof, the Company Trustee in its capacity as successor Master Servicer shall have be responsible for making any Advances required to be made by the right to either (a) Master Servicer immediately assume upon the duties termination of the Master Servicer or (b) select a successor and any such Advance shall be made on the Distribution Date on which such Advance was required to be made by the predecessor Master Servicer; provided further, however, that . Effective on the Trustee shall have no obligation whatsoever with respect to any liability (other than advances deemed recoverable and not previously made) incurred by the Master Servicer at or prior to the time date of such notice of termination. As , as compensation therefor, but subject to Section 7.06, the Trustee shall be entitled to compensation which all compensation, reimbursement of expenses and indemnifications that the Master Servicer would have been entitled to retain if the Master Servicer it had continued to act hereunder, except provided, however, that the Trustee shall not be (i) liable for those amounts due any acts or omissions of the Master Servicer, (ii) obligated to make Advances if it is prohibited from doing so under applicable law, (iii) responsible for expenses of the Master Servicer as reimbursement permitted under this Agreement for advances previously made pursuant to Section 2.03 or expenses previously incurred(iv) obligated to deposit losses on any Permitted Investment directed by the Master Servicer. Notwithstanding the aboveforegoing, the Trustee may, if it shall be unwilling to so to act, or shall, if it is legally prohibited by applicable law from making Advances pursuant to Article VI or if it is otherwise unable to so to act, appoint appoint, or petition a court of competent jurisdiction to appoint, any established housing and home finance mortgage loan servicing institution the appointment of which is a Xxxxxx Mae- or Xxxxxxx Mac-approved servicer, and with respect to a successor to does not adversely affect the Master Servicer only, having a net worth then current rating of not less than $10,000,000, the Certificates by each Rating Agency as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; provided. Any Successor Master Servicer shall (i) be an institution that is a Xxxxxx Xxx and Xxxxxxx Mac approved seller/servicer in good standing, that has a net worth of at least $15,000,000 and (ii) be willing to act as successor servicer of any Mortgage Loans under this Agreement or the related Servicing Agreement with respect to which the Company or the original Servicer has been terminated as servicer, and shall have executed and delivered to the Depositor, the Trustee shall obtain an agreement accepting such delegation and assignment, that contains an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of the Master Servicer (other than any liabilities of the Master Servicer hereof incurred prior to termination of the Master Servicer under Section 9.01 or as otherwise set forth herein), with like effect as if originally named as a letter from party to this Agreement, provided that each Rating Agency shall have acknowledged in writing that the ratings, if any, on each its rating of the Certificates in effect immediately prior to such assignment and delegation will not be lowered qualified or reduced as a result of such assignment and delegation. If the selection Trustee assumes the duties and responsibilities of the successor to Master Servicer in accordance with this Section 9.02, the Trustee shall not resign as Master ServicerServicer until a Successor Master Servicer has been appointed and has accepted such appointment. Pending appointment of a successor to the Master Servicer hereunder, the Trustee, unless the Trustee shall is prohibited by law from so acting, shall, subject to Section 4.04 hereof, act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on the Mortgage Loans or otherwise as it and such successor shall agree; provided, however, provided that no such compensation unless agreed to by the provisions of Section 7.06 Certificateholders shall apply, the compensation shall not be in excess of that which permitted the Master Servicer would have been entitled to if the Master Servicer had continued to act hereunder, and that such successor shall undertake and assume the obligations of the Trustee to pay compensation to any third Person acting as an agent or independent contractor in the performance of master servicing responsibilities hereunder. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Neither the Trustee nor any other Successor Master Servicer shall be deemed to be in default hereunder by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the failure of the Master Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. The costs and expenses of the Trustee in connection with the termination of the Master Servicer, appointment of a Successor Master Servicer and, if applicable, any transfer of servicing, including, without limitation, all costs and 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 or the Successor Master Servicer to service the related Mortgage Loans properly and effectively, to the extent not paid by the terminated Master Servicer, shall be payable to the Trustee pursuant to Section 10.05. Any successor to the Master Servicer as successor servicer under any Subservicing Agreement shall give notice to the applicable Mortgagors of such change of servicer and shall, during the term of its service as successor servicer maintain in force the policy or policies that the Master Servicer is required to maintain pursuant to Section 4.04.

Trustee to Act; Appointment of Successor. (a) Upon On and after the time of the Servicer's immediate termination, or the Servicer's receipt of notice if required by Section 10.01, or at any time if the Master Trustee receives the resignation of the Servicer of a notice of termination pursuant to Section 8.01 or evidenced by an Opinion of Independent Counsel pursuant to Section 7.05 to 9.04 or the effect that the Master Servicer is legally unable removed as Servicer pursuant to act or to delegate its duties to a Person which is legally able to actthis Article X, the Trustee shall automatically become be the successor in all respects to the Master Servicer in its capacity as Servicer under this Agreement and the transactions set forth or provided for herein and shall thereafter be subject to all the responsibilities, duties, liabilities duties and limitations on liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof; provided, however, that the Company Trustee shall have the right not be liable for any actions of any Servicer prior to either (a) immediately assume the duties of the Master Servicer or (b) select a successor Master Servicer; provided furtherit, however, and that the Trustee shall have no obligation whatsoever not be obligated to make advances or payments pursuant to Sections 6.03, 6.10, 6.11, 5.10 or 5.14 but only to the extent the Trustee determines reasonably and in good faith that such advances would not be recoverable, such determination to be evidenced with respect to any liability (other than advances deemed recoverable and not previously made) incurred each such advance by a certification of a Responsible Officer of the Master Servicer at or prior to the time of terminationTrustee. As compensation therefor, but subject to Section 7.06, the Trustee shall be entitled to compensation all funds relating to the Business Loans which the Master Servicer would have been entitled to retain receive from the Principal and Interest Account pursuant to Section 5.04 if the Master Servicer had continued to act as Servicer hereunder, except for those amounts due together with other servicing compensation in the Master Servicer form of assumption fees, late payment charges or otherwise as reimbursement permitted under this Agreement for advances previously made or expenses previously incurredprovided in Sections 7.01 and 7.03. Notwithstanding the above, the Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable to so to act, appoint appoint, or petition a court of competent jurisdiction to appoint, any established housing and home finance servicing institution which is a Xxxxxx Mae- or Xxxxxxx Mac-approved servicer, and with respect to a successor to satisfying the Master Servicer only, having Rating Agency Condition that has a net worth of not less than $10,000,00015,000,000, as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; provided. Any collections received by the Servicer after removal or resignation shall be endorsed by it to the Trustee and remitted directly to the Trustee or, that at the direction of the Trustee, to the successor servicer. The compensation of any successor servicer (including, without limitation, the Trustee) so appointed shall be the aggregate Servicing Fees and other servicing compensation in the form of assumption fees, late payment charges or otherwise. In the event the Trustee is required to solicit bids as provided herein, the Trustee shall obtain a letter solicit, by public announcement, bids from each Rating Agency banks and mortgage servicing institutions meeting the qualifications set forth above. Such public announcement shall specify that the ratings, if any, on each successor servicer shall be entitled to the full amount of the Certificates will not be lowered aggregate Servicing Fees as a result servicing compensation, together with the other servicing compensation in the form of assumption fees, late payment charges or otherwise. Within thirty days after any such public announcement, the Trustee shall negotiate and effect the sale, transfer and assignment of the selection of servicing rights and responsibilities hereunder to the qualified party submitting the highest qualifying bid. The Trustee shall deduct from any sum received by the Trustee from the successor to the Master Servicer in respect of such sale, transfer and assignment all costs and expenses of any public announcement and of any sale, transfer and assignment of the servicing rights and responsibilities hereunder and the amount of any unreimbursed Servicing Advances and Monthly Advances. After such deductions, the remainder of such sum shall be paid by the Trustee to the Servicer at the time of such sale, transfer and assignment to the Servicer's successor. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. The Servicer agrees to cooperate with the Trustee and any successor servicer in effecting the termination of the Servicer's servicing responsibilities and rights hereunder and shall promptly provide the Trustee or such successor servicer, as applicable, all documents and records reasonably requested by it to enable it to assume the Servicer's functions hereunder and shall promptly also transfer to the Trustee or such successor servicer, as applicable, all amounts which then have been or should have been deposited in the Principal and Interest Account or Spread Account by the Servicer or which are thereafter received with respect to the Business Loans. Neither the Trustee nor any other successor servicer shall be held liable by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof caused by (i) the failure of the Servicer to deliver, or any delay in delivering, cash, documents or records to it, or (ii) restrictions imposed by any regulatory authority having jurisdiction over the Servicer hereunder. No appointment of a successor to the Servicer hereunder shall be effective until written notice of such proposed appointment shall have been provided by the Trustee to each Certificateholder and the Trustee shall have consented thereto. The Trustee shall not resign as servicer until a successor servicer has been appointed. Pending appointment of a successor to the Master Servicer hereunder, the Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on the Mortgage Business Loans as it and such successor shall agree; provided, however, that the provisions of Section 7.06 shall apply, the no such compensation shall not be in excess of that which permitted the Master Servicer would have been entitled pursuant to if the Master Servicer had continued to act hereunder, and that such successor shall undertake and assume the obligations of the Trustee to pay compensation to any third Person acting Section 7.03 or otherwise as an agent or independent contractor provided in the performance of master servicing responsibilities hereunderthis Agreement. The Servicer, the Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession.

Trustee to Act; Appointment of Successor. (a) Upon the receipt by the Master Servicer of a notice of termination pursuant to Section 8.01 or an Opinion of Independent Counsel pursuant to Section 7.05 to the effect that the Master Servicer is legally unable to act or to delegate its duties to a Person which is legally able to act, the Trustee shall automatically become the successor in all respects to the Master Servicer in its capacity under this Agreement and the transactions set forth or provided for herein and shall thereafter be subject to all the responsibilities, duties, liabilities and limitations on liabilities relating thereto placed on the Master Servicer by the terms and provisions hereofhereof (including the requirement to make Monthly Advances pursuant to Section 6.05); provided, however, that the Company shall have the right to either (a) immediately assume the duties of the Master Servicer or (b) select a successor Master Servicer; provided further, however, that the Trustee shall have no obligation whatsoever with respect to any liability (other than advances deemed recoverable and not previously made) incurred by the Master Servicer at or prior to the time of termination. As compensation therefor, but subject to Section 7.06, the Trustee shall be entitled to compensation which the Master Servicer would have been entitled to retain if the Master Servicer had continued to act hereunder, except for those amounts due the Master Servicer as reimbursement permitted under this Agreement for advances previously made or expenses previously incurred. Notwithstanding the above, the Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, appoint or petition a court of competent jurisdiction to appoint, any established housing and home finance institution which is a Xxxxxx Fannie Mae- or Xxxxxxx Frxxxxx Mac-approved servicerapproxxx xxxvicer, and with respect to a successor to the Master Servicer only, having a net worth of not less than $10,000,000, as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; provided, that the Trustee shall obtain a letter from each Rating Agency that the ratings, if any, on each of the Certificates (determined without regard to the Policy) will not be lowered as a result of the selection of the successor to the Master Servicer. Pending appointment of a successor to the Master Servicer hereunder, the Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on the Mortgage Loans as it and such successor shall agree; provided, however, that the provisions of Section 7.06 shall apply, the compensation shall not be in excess of that which the Master Servicer would have been entitled to if the Master Servicer had continued to act hereunder, and that such successor shall undertake and assume the obligations of the Trustee to pay compensation to any third Person acting as an agent or independent contractor in the performance of master servicing responsibilities hereunder. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession.

Trustee to Act; Appointment of Successor. (a) Upon the receipt by the Master Servicer of a notice of termination pursuant to Section 8.01 or an Opinion of Independent Counsel pursuant to Section 7.05 to the effect that the Master Servicer is legally unable to act or to delegate its duties to a Person which is legally able to act, the Trustee shall automatically become the successor in all respects to the Master Servicer in its capacity under this Agreement and the transactions set forth or provided for herein and shall thereafter be subject to all the responsibilities, duties, liabilities and limitations on liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof; provided, however, that the Company Trustee (i) shall have the right be under no obligation to either purchase any Mortgage Loan pursuant to Section 10.01; and (aii) immediately assume the duties of the Master Servicer or (b) select a successor Master Servicer; provided further, however, that the Trustee shall have no obligation whatsoever with respect to any liability (other than advances deemed recoverable and not previously made) incurred by the Master Servicer at or prior to the time of terminationreceipt by the Master Servicer of such notice or by the Trustee of such Opinion of Independent Counsel. As compensation therefor, but subject to Section 7.06, the Trustee shall be entitled to compensation all funds relating to the Mortgage Loans which the Master Servicer would have been entitled to retain if the Master Servicer had continued to act hereunder, except for those amounts due the Master Servicer as reimbursement permitted under this Agreement for advances previously made or expenses previously incurred. Notwithstanding the above, the Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, appoint or petition a court of competent jurisdiction to appoint, any established housing and home finance institution which is a Xxxxxx Mae- FNMA- or Xxxxxxx MacFHLMC-approved servicer, and with respect to a successor to the Master Servicer only, having a net worth of not less than $10,000,000, as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; provided, that the Trustee shall obtain a letter from each Rating Agency that the ratings, if any, on each of the Certificates will not be lowered as a result of the selection of the successor to the Master Servicer. Pending appointment of a successor to the Master Servicer hereunder, the Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on the Mortgage Loans as it and such successor shall agree; provided, however, that the provisions of Section 7.06 shall apply, the no such compensation shall not be in excess of that which permitted the Master Servicer would have been entitled to if the Master Servicer had continued to act hereunderTrustee under this Subsection 8.02(a), and that such successor shall undertake and assume the obligations of the Trustee to pay compensation to any third Person acting as an agent or independent contractor in the performance of master servicing responsibilities hereunder. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession.

Trustee to Act; Appointment of Successor. (a) Upon the receipt by the Master Servicer of a notice of termination pursuant to Section 8.01 or an Opinion of Independent Counsel pursuant to Section 7.05 to the effect that the Master Servicer is legally unable to act or to delegate its duties to a Person which is legally able to act, the Trustee shall automatically become the successor in all respects to the Master Servicer in its capacity under this Agreement and the transactions set forth or provided for herein and shall thereafter be subject to all the responsibilities, duties, liabilities and limitations on liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof; provided, however, that the Company MLMLI shall have the right to either (a) immediately assume the duties of the Master Servicer or (b) select a successor Master Servicer; provided further, however, that the Trustee shall have no obligation whatsoever with respect to any liability (other than advances deemed recoverable and not previously made) incurred by the Master Servicer at or prior to the time of termination. As compensation therefor, but subject to Section 7.06, the Trustee shall be entitled to compensation all funds relating to the Mortgage Loans which the Master Servicer would have been entitled to retain if the Master Servicer had continued to act hereunder, except for those amounts due the Master Servicer as reimbursement permitted under this Agreement for advances previously made or expenses previously incurred. Notwithstanding the above, or anything herein to the contrary, the Trustee, if it becomes Master Servicer, shall have no responsibility or obligation (i) to repurchase or substitute any Mortgage Loan, (ii) for any representation or warranty of the Master Servicer hereunder, and (iii) for any act or omission of either a predecessor or successor Master Servicer other than the Trustee. The Trustee may conduct any activity required of it as Master Servicer hereunder through an Affiliate or through an agent. Neither the Trustee nor any other successor Master Servicer shall be deemed to be in default hereunder due to any act or omission of a predecessor Master Servicer, including but not limited to failure to timely deliver to the Trustee distribution instructions, any funds required to be deposited to the Trust Fund, or any breach of its duty to cooperate with a transfer of master servicing. Notwithstanding the above, the Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, appoint or petition a court of competent jurisdiction to appoint, any established housing and home finance institution which is a Xxxxxx Mae- or Xxxxxxx Mac-approved servicer, and with respect to a successor to the Master Servicer only, having a net worth of not less than $10,000,000, as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; provided, that the Trustee shall obtain a letter from each Rating Agency that the ratings, if any, on each of the Certificates will not be lowered as a result of the selection of the successor to the Master Servicer. Pending appointment of a successor to the Master Servicer hereunder, the Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on the Mortgage Loans as it and such successor shall agree; provided, however, that the provisions of Section 7.06 shall apply, the no such compensation shall not be in excess of that which permitted the Master Servicer would have been entitled to if the Master Servicer had continued to act hereunderTrustee under this Subsection 8.02(a), and that such successor shall undertake and assume the obligations of the Trustee to pay compensation to any third Person acting as an agent or independent contractor in the performance of master servicing responsibilities hereunder. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession.

Trustee to Act; Appointment of Successor. (a) Upon the receipt by the Master Servicer of a notice of termination pursuant to Section 8.01 or an Opinion of Independent Counsel pursuant to Section 7.05 to the effect that the Master Servicer is legally unable to act or to delegate its duties to a Person which is legally able to act, the Trustee shall automatically become the successor in all respects to the Master Servicer in its capacity under this Agreement and the transactions set forth or provided for herein and shall thereafter be subject to all the responsibilities, duties, liabilities and limitations on liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof; provided, however, that the Company MLMLI shall have the right to either (a) immediately assume the duties of the Master Servicer or (b) select a successor Master Servicer; provided further, however, that the Trustee shall have no obligation whatsoever with respect to any liability (other than advances deemed recoverable and not previously made) incurred by the Master Servicer at or prior to the time of termination. As compensation therefor, but subject to Section 7.06, the Trustee shall be entitled to compensation all funds relating to the Mortgage Loans which the Master Servicer would have been entitled to retain if the Master Servicer had continued to act hereunder, except for those amounts due the Master Servicer as reimbursement permitted under this Agreement for advances previously made or expenses previously incurred. Notwithstanding the above, or anything herein to the contrary, the Trustee, if it becomes Master Servicer, shall have no responsibility or obligation (i) to repurchase or substitute any Mortgage Loan, (ii) for any representation or warranty of the Master Servicer hereunder, and (iii) for any act or omission of either a predecessor or successor Master Servicer other than the Trustee. The Trustee may conduct any activity required of it as Master Servicer hereunder through an Affiliate or through an agent. Neither the Trustee nor any other successor Master Servicer shall be deemed to be in default hereunder due to any act or omission of a predecessor Master Servicer, including but not limited to failure to timely deliver to the Trustee distribution instructions, any funds required to be deposited to the Trust Fund, or any breach of its duty to cooperate with a transfer of master servicing. Notwithstanding the above, the Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, appoint or petition a court of competent jurisdiction to appoint, any established housing and home finance institution which is a Xxxxxx Mae- Xxx- or Xxxxxxx Mac-approved servicer, and with respect to a successor to the Master Servicer only, having a net worth of not less than $10,000,000, as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; provided, that the Trustee shall obtain a letter from each Rating Agency that the ratings, if any, on each of the Certificates will not be lowered as a result of the selection of the successor to the Master Servicer. Pending appointment of a successor to the Master Servicer hereunder, the Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on the Mortgage Loans as it and such successor shall agree; provided, however, in the event that the provisions of Section 7.06 shall apply, the no such compensation shall not be in excess of that which permitted the Master Servicer would have been entitled to if the Master Servicer had continued to act hereunderTrustee under this Subsection 8.02(a), and that such successor shall undertake and assume the obligations of the Trustee to pay compensation to any third Person acting as an agent or independent contractor in the performance of master servicing responsibilities hereunder. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession.

Trustee to Act; Appointment of Successor. (a) Upon Within 90 days of the receipt by time the Master Servicer of (and the Trustee, if notice is sent by the Holders) receives a notice of termination pursuant to Section 8.01 7.01 or an Opinion of Independent Counsel pursuant to Section 7.05 to the effect that the 6.04 or if a Master Servicer Extension Notice is legally unable to act not delivered or to delegate its duties to a Person which is legally able to actcontemplated by Section 7.01, the Trustee (or such other successor Master Servicer as is acceptable to the Certificate Insurer and approved in accordance with this Agreement) shall automatically become be the successor in all respects to the Master Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall thereafter be subject to all the responsibilities, duties, liabilities duties and limitations on liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof; providedhereof arising on and after its succession. Notwithstanding the foregoing, however, the parties hereto agree that the Company shall have Trustee, in its capacity as successor Master Servicer, immediately will assume all of the right to either (a) immediately assume the duties obligations of the Master Servicer or (b) select a to make advances. Notwithstanding the foregoing, the Trustee, in its capacity as successor Master Servicer; provided further, however, shall not be responsible for the lack of information and/or documents that the Trustee shall have no obligation whatsoever with respect to any liability (other than advances deemed recoverable and it cannot previously made) incurred by the Master Servicer at or prior to the time of terminationobtain through reasonable efforts. As compensation therefor, but subject to Section 7.06, the Trustee (or such other successor Master Servicer) shall be entitled to such compensation which as the Master Servicer would have been entitled to retain hereunder if the Master Servicer no such notice of termination had continued to act hereunder, except for those amounts due the Master Servicer as reimbursement permitted under this Agreement for advances previously made or expenses previously incurredbeen given. Notwithstanding the above, (i) if the Trustee may, is unwilling to act as successor Master Servicer or (ii) if it shall be unwilling so to act, or shall, if it the Trustee is legally unable so to act, the Certificate Insurer shall appoint a successor Master Servicer, and if the Certificate Insurer does not, the Trustee shall appoint or petition a court of competent jurisdiction to appoint, any established housing and home finance institution which is a Xxxxxx Mae- institution, bank or Xxxxxxx Mac-approved servicer, and with respect to a successor to the Master Servicer only, other mortgage loan or home equity loan servicer having a net worth of not less than $10,000,000, 50,000,000 as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; provided, that the Trustee appointment of any such successor Master Servicer shall obtain be acceptable to the Certificate Insurer, as evidenced by the Certificate Insurer's prior written consent which consent shall not be unreasonably withheld and, provided further, will not result in the qualification, reduction or withdrawal of the ratings assigned to the Certificates or the ratings that are in effect without taking into account the Policy by the Rating Agencies as evidenced by a letter to such effect from each the Rating Agency that the ratings, if any, on each of the Certificates will not be lowered as a result of the selection of the successor to the Master ServicerAgencies. Pending appointment of a successor to the Master Servicer hereunder, unless the Trustee is prohibited by law from so acting, the Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the successor shall be entitled to receive compensation of such successor out of payments on the Mortgage Loans in an amount equal to the compensation which the Master Servicer would otherwise have received pursuant to Section 3.18 (or such other compensation as it the Trustee and such successor shall agree; provided, however, that not to exceed the provisions Servicing Fee). The appointment of Section 7.06 shall apply, the compensation a successor Master Servicer shall not be in excess affect any liability of that which the predecessor Master Servicer would which may have been entitled arisen under this Agreement prior to if the its termination as Master Servicer had continued to act hereunderpay any deductible under an insurance policy pursuant to Section 3.14 or to indemnify the Trustee pursuant to Section 3.06), and that such nor shall any successor shall undertake and assume the obligations Master Servicer be liable for any acts or omissions of the Trustee to pay compensation to predecessor Master Servicer or for any third Person acting as an agent breach by such Master Servicer of any of its representations or independent contractor warranties contained herein or in the performance of master servicing responsibilities hereunderany related document or agreement. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. All Servicing Transfer Costs shall be paid by the predecessor Master Servicer upon presentation of reasonable documentation of such costs, and if such predecessor Master Servicer defaults in its obligation to pay such costs, such costs shall be paid by the successor Master Servicer or the Trustee (in which case the successor Master Servicer or the Trustee, as applicable, shall be entitled to reimbursement therefor from the assets of the Trust).

Trustee to Act; Appointment of Successor. (a) Upon the receipt by the Master Servicer of a notice of termination pursuant to Section 8.01 or an Opinion of Independent Counsel pursuant to Section 7.05 to the effect that the Master Servicer is legally unable to act or to delegate its duties to a Person which is legally able to act, the Trustee shall automatically become the successor in all respects to the Master Servicer in its capacity under this Agreement and the transactions set forth or provided for herein and shall thereafter be subject to all the responsibilities, duties, liabilities and limitations on liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof; provided, however, that the Company shall have the right to either (a) immediately assume the duties of the Master Servicer or (b) select a successor Master Servicer; provided further, however, that the Trustee shall have no obligation whatsoever with respect to any liability (other than advances deemed recoverable and not previously made) incurred by the Master Servicer at or prior to the time of termination. As compensation therefor, but subject to Section 7.06, the Trustee shall be entitled to compensation which the Master Servicer would have been entitled to retain if the Master Servicer had continued to act hereunder, except for those amounts due the Master Servicer as reimbursement permitted under this Agreement for advances previously made or expenses previously incurred. Notwithstanding the above, the Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, appoint or petition a court of competent jurisdiction to appoint, any established housing and home finance institution which is a Xxxxxx Fxxxxx Mae- or Xxxxxxx Fxxxxxx Mac-approved servicer, and with respect to a successor to the Master Servicer only, having a net worth of not less than $10,000,000, as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; provided, that the Trustee shall obtain a letter from each Rating Agency that the ratings, if any, on each of the Certificates will not be lowered as a result of the selection of the successor to the Master Servicer. Pending appointment of a successor to the Master Servicer hereunder, the Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on the Mortgage Loans as it and such successor shall agree; provided, however, that the provisions of Section 7.06 shall apply, the compensation shall not be in excess of that which the Master Servicer would have been entitled to if the Master Servicer had continued to act hereunder, and that such successor shall undertake and assume the obligations of the Trustee to pay compensation to any third Person acting as an agent or independent contractor in the performance of master servicing responsibilities hereunder. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession.

Trustee to Act; Appointment of Successor. (a) Upon On and after the receipt by time the Master Servicer of receives a notice of termination pursuant to Section 8.01 hereof or an Opinion of Independent Counsel resigns pursuant to Section 7.05 7.04 hereof, subject to the effect that the Master Servicer is legally unable to act or to delegate its duties to a Person which is legally able to actprovisions of Section 3.06 hereof, the Trustee shall automatically become be the successor in all respects to the Master Servicer in its capacity as servicer under this Agreement and with respect to the transactions set forth or provided for herein and shall thereafter be subject to all the responsibilities, duties, liabilities duties and limitations on liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof; provided, however, that the Company shall have the right to either (a) immediately assume the duties of the Master Servicer or (b) select a successor Master Servicer; provided further, however, that the Trustee shall not be deemed to have no obligation whatsoever with respect made any representation or warranty as to any liability (other than advances deemed recoverable and not previously made) incurred Mortgage Loan made by the Master Servicer at and shall not effect any repurchases or prior to the time substitutions of terminationany Mortgage Loan. As compensation therefor, but subject to Section 7.06, the Trustee shall be entitled to compensation which all funds relating to the Master Mortgage Loans that the Servicer would have been entitled to retain charge to the related Custodial Account if the Master Servicer had continued to act hereunder, hereunder (except for those amounts due that the Master terminated Servicer as reimbursement permitted under this Agreement shall retain the right to be reimbursed for advances previously (including, without limitation, Monthly Advances) theretofore made or expenses previously incurredby the Servicer with respect to which it would be entitled to be reimbursed if it had not been so terminated as Servicer). Notwithstanding the aboveforegoing, if the Trustee has become the successor to the Servicer in accordance with this Section 8.02, the Insurer may, and if the Insurer fails to the Trustee may, if it shall be unwilling to so to act, or shall, if it is legally unable to so act (exclusive of the obligations with respect to actMonthly Advances), appoint appoint, or petition a court of competent jurisdiction to appoint, any established housing and home finance mortgage loan servicing institution which is a Xxxxxx Mae- or Xxxxxxx Mac-approved servicer, and with respect to a successor acceptable to the Master Servicer onlyInsurer, having a net worth the appointment of which does not less than $10,000,000adversely affect the then current rating of the Certificates, as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; providedServicer, provided that the Trustee shall obtain a letter from each Rating Agency that the ratings, if any, on each of the Certificates will not be lowered as a result of the selection of the such successor to the Master Servicer shall not be deemed to have made any representation or warranty as to any Mortgage Loan made by the Servicer. Pending appointment of a successor to the Master Servicer hereunder, the Trustee, unless the Trustee is prohibited by law from so acting, shall act in such capacity as hereinabove providedprovided herein. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on the Mortgage Loans as it and such successor shall agree; provided, however, that the provisions of Section 7.06 shall apply, the no such compensation shall not be in excess of that which permitted the Master Servicer would have been entitled to if the Master Servicer had continued to act hereunder, and that such successor shall undertake and assume the obligations of the Trustee to pay compensation to any third Person acting as an agent or independent contractor in the performance of master servicing responsibilities hereunder. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Neither the Trustee nor any other successor servicer shall be deemed to be in default hereunder by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof caused by the failure of the Servicer to deliver, or any delay in delivering, cash, documents or records to it. The Servicer that has been terminated shall, at the request of the Trustee but at the expense of such Servicer, deliver to the assuming party all documents and records relating to each Sub-Servicing Agreement and the related Mortgage Loans and an accounting of amounts collected and held by it and otherwise use its best efforts to effect the orderly and efficient transfer of each Sub-Servicing Agreement to the assuming party. The Servicer shall cooperate with the Trustee and any successor servicer in effecting the termination of the Servicer's responsibilities and rights hereunder, including without limitation, the transfer to such successor for administration by it of all cash amounts which shall at the time be credited by the Servicer to the Custodial Account or thereafter received with respect to the Mortgage Loans. Neither the Trustee nor any other successor servicer shall be deemed to be in default hereunder by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof caused by (a) the failure of the Servicer to (i) deliver, or any delay in delivering, cash, documents or records to it, (ii) cooperate as required by this Agreement, or (iii) deliver the Mortgage Loan to the Trustee as required by this Agreement, or (b) restrictions imposed by any regulatory authority having jurisdiction over the Servicer. Any successor to the Servicer as servicer shall during the term of its service as servicer maintain in force the policy or policies that the Servicer is required to maintain pursuant to Section 7.05 hereof.

Trustee to Act; Appointment of Successor. (a) Upon On and after the receipt by time the Master Servicer of receives a notice of termination pursuant to Section 8.01 or an Opinion of Independent Counsel pursuant to Section 7.05 to the effect that the Master Servicer is legally unable to act or to delegate its duties to a Person which is legally able to act, hereof the Trustee shall automatically become the successor in all respects to the Master Servicer in its capacity under this Agreement and with respect to the transactions set forth or provided for herein and after a transition period (not to exceed 90 days), shall thereafter be subject to all the responsibilities, duties, liabilities duties and limitations on liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof and applicable law including, if applicable, the obligation to make Advances pursuant to Section 5.01 hereof; provided, howeverand payments of Compensating Interest pursuant to Section 5.02 hereof, that except as otherwise provided herein. Effective on the Company shall have the right to either (a) immediately assume the duties date of the Master Servicer or (b) select a successor Master Servicer; provided further, however, that the Trustee shall have no obligation whatsoever with respect to any liability (other than advances deemed recoverable and not previously made) incurred by the Master Servicer at or prior to the time such notice of termination. As , as compensation therefor, but subject to Section 7.06, the Trustee shall be entitled to compensation which all fees, costs and expenses relating to the Mortgage Loans that the Master Servicer would have been entitled to retain if the Master Servicer it had continued to act hereunder, except provided, however, that the Trustee shall not be (i) liable for those amounts due any losses pursuant to Section 3.09 or Section 4.02(c) or as a result of any acts or omissions of the Master Servicer, (ii) obligated to make Advances if it is prohibited from doing so under applicable law, (iii) obligated to effectuate any repurchases or substitutions of Mortgage Loans hereunder, including pursuant to Section 2.02 or 2.03 hereof, (iv) responsible for expenses of the Master Servicer as reimbursement permitted under this Agreement for advances previously pursuant to Section 2.03 or (v) deemed to have made or expenses previously incurredany representations and warranties hereunder, including pursuant to Section 2.03. Notwithstanding the aboveforegoing, the Trustee may, if it shall be unwilling to so to act, or shall, if it is legally prohibited by applicable law from making Advances pursuant to Section 5.01 hereof, or if it is otherwise unable to so to act, appoint appoint, or petition a court of competent jurisdiction to appoint, any established housing and home finance mortgage loan servicing institution the appointment of which is a Xxxxxx Mae- or Xxxxxxx Mac-approved servicer, and with respect to a successor to does not adversely affect the Master Servicer only, having a net worth then current rating of not less than $10,000,000, the Certificates by each Rating Agency as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; provided. Any Successor Master Servicer shall (i) be an institution that is a Xxxxxx Mae and Xxxxxxx Mac approved seller/servicer in good standing, that has a net worth of at least $15,000,000 and (ii) be willing to act as Master Servicer of the Mortgage Loans, and shall have executed and delivered to the Depositor and the Trustee shall obtain an agreement accepting such delegation and assignment, that contains an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of the Master Servicer (other than any liabilities of the Master Servicer hereof incurred prior to termination of the Master Servicer under Section 8.01 or as otherwise set forth herein), with like effect as if originally named as a letter from party to this Agreement, provided that each Rating Agency shall have acknowledged in writing that the ratings, if any, on each its rating of the Certificates in effect immediately prior to such assignment and delegation will not be lowered qualified or reduced as a result of such assignment and delegation. If the selection Trustee assumes the duties and responsibilities of the successor to Master Servicer in accordance with this Section 8.02, the Trustee shall not resign as Master ServicerServicer until a Successor Master Servicer has been appointed and has accepted such appointment. Pending appointment of a successor to the Master Servicer hereunder, the Trustee, unless the Trustee shall is prohibited by law from so acting, shall, subject to Section 3.04 hereof, act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on the Mortgage Loans or otherwise as it and such successor shall agree; provided, however, provided that the provisions of Section 7.06 shall apply, the no such compensation shall not be in excess of that which permitted the Master Servicer would have been entitled to if the Master Servicer had continued to act hereunder, and that such successor shall undertake and assume the obligations of the Trustee to pay compensation to any third Person acting as an agent or independent contractor in the performance of master servicing responsibilities hereunder. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Neither the Trustee nor any other Successor Master Servicer shall be deemed to be in default hereunder by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the failure of the Master Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. The costs and expenses of the Trustee and the Successor Master Servicer in connection with the termination of the Master Servicer, appointment of a Successor Master Servicer and, if applicable, any transfer of servicing, including, without limitation, all costs and 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 or the Successor Master Servicer to service the related Mortgage Loans properly and effectively, to the extent not paid by the terminated Master Servicer, shall be payable to the Trustee and the Successor Master Servicer pursuant to Section 9.05.

Trustee to Act; Appointment of Successor. (a) Upon Within 90 days of the receipt by time the Master Servicer of (and the Trustee, if notice is sent by the Holders or the NIMS Insurer) receives a notice of termination pursuant to Section 8.01 7.01 or an Opinion of Independent Counsel pursuant to Section 7.05 to the effect that the Master Servicer is legally unable to act or to delegate its duties to a Person which is legally able to act6.04, the Trustee (or such other successor Master Servicer as is approved in accordance with this Agreement) shall automatically become be the successor in all respects to the Master Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall thereafter be subject to all the responsibilities, duties, liabilities duties and limitations on liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof; providedhereof arising on and after its succession. Notwithstanding the foregoing, however, the parties hereto agree that the Company shall have Trustee, in its capacity as successor Master Servicer, immediately will assume all of the right to either (a) immediately assume the duties obligations of the Master Servicer or (b) select a to make advances. Notwithstanding the foregoing, the Trustee, in its capacity as successor Master Servicer; provided further, however, shall not be responsible for the lack of information and/or documents that the Trustee shall have no obligation whatsoever with respect to any liability (other than advances deemed recoverable and it cannot previously made) incurred by the Master Servicer at or prior to the time of terminationobtain through reasonable efforts. As compensation therefor, but subject to Section 7.06, the Trustee (or such other successor Master Servicer) shall be entitled to such compensation which as the Master Servicer would have been entitled to retain hereunder if the Master Servicer no such notice of termination had continued to act hereunder, except for those amounts due the Master Servicer as reimbursement permitted under this Agreement for advances previously made or expenses previously incurredbeen given. Notwithstanding the above, (i) if the Trustee may, is unwilling to act as successor Master Servicer or (ii) if it shall be unwilling so to act, or shall, if it the Trustee is legally unable so to act, the Trustee shall appoint or petition a court of competent jurisdiction to appoint, any established housing and home finance institution which is a Xxxxxx Mae- institution, bank or Xxxxxxx Mac-approved servicer, and with respect to a successor to the Master Servicer only, other mortgage loan or home equity loan servicer having a net worth of not less than $10,000,000, 50,000,000 as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; provided, that the Trustee appointment of any such successor Master Servicer shall obtain be approved by the NIMS Insurer (such approval not to be unreasonably withheld), as evidenced by the prior written consent of the NIMS Insurer, and will not result in the qualification, reduction or withdrawal of the ratings assigned to the Certificates by the Rating Agencies as evidenced by a letter to such effect from each the Rating Agency that the ratings, if any, on each of the Certificates will not be lowered as a result of the selection of the successor to the Master ServicerAgencies. Pending appointment of a successor to the Master Servicer hereunder, unless the Trustee is prohibited by law from so acting, the Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the successor shall be entitled to receive compensation of such successor out of payments on the Mortgage Loans in an amount equal to the compensation which the Master Servicer would otherwise have received pursuant to Section 3.18 (or such other compensation as it the Trustee and such successor shall agree; provided, however, that not to exceed the provisions Servicing Fee). The appointment of Section 7.06 shall apply, the compensation a successor Master Servicer shall not be in excess affect any liability of that which the predecessor Master Servicer would which may have been entitled arisen under this Agreement prior to if the its termination as Master Servicer had continued to act hereunderpay any deductible under an insurance policy pursuant to Section 3.14 or to indemnify the Trustee or the NIMS Insurer pursuant to Section 6.03), and that such nor shall any successor shall undertake and assume the obligations Master Servicer be liable for any acts or omissions of the Trustee to pay compensation to predecessor Master Servicer or for any third Person acting as an agent breach by such Master Servicer of any of its representations or independent contractor warranties contained herein or in the performance of master servicing responsibilities hereunderany related document or agreement. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. All Servicing Transfer Costs shall be paid by the predecessor Master Servicer upon presentation of reasonable documentation of such costs, and if such predecessor Master Servicer defaults in its obligation to pay such costs, such costs shall be paid by the successor Master Servicer or the Trustee (in which case the successor Master Servicer or the Trustee, as applicable, shall be entitled to reimbursement therefor from the assets of the Trust).

Trustee to Act; Appointment of Successor. (a) Upon the receipt by the Master Servicer of a notice of termination pursuant to Section 8.01 or an Opinion of Independent Counsel pursuant to Section 7.05 to the effect that the Master Servicer is legally unable to act or to delegate its duties to a Person which is legally able to act, the Trustee shall automatically become the successor in all respects to the Master Servicer in its capacity under this Agreement and the transactions set forth or provided for herein and shall thereafter be subject to all the responsibilities, duties, liabilities and limitations on liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof; provided, however, that the Company MLMLI shall have the right to either (a) immediately assume the duties of the Master Servicer or (b) select a successor Master Servicermaster servicer; provided further, however, that the Trustee shall have no obligation whatsoever with respect to any liability (other than advances deemed recoverable and not previously made) incurred by the Master Servicer at or prior to the time of termination. As compensation therefor, but subject to Section 7.06, the Trustee shall be entitled to compensation all funds relating to the Mortgage Loans which the Master Servicer would have been entitled to retain if the Master Servicer had continued to act hereunder, except for those amounts due the Master Servicer as reimbursement permitted under this Agreement for advances previously made or expenses previously incurred. Notwithstanding the above, or anything herein to the contrary, the Trustee, if it becomes Master Servicer, shall have no responsibility or obligation (i) to repurchase or substitute any Mortgage Loan, (ii) for any representation or warranty of the Master Servicer hereunder, and (iii) for any act or omission of either a predecessor or successor Master Servicer other than the Trustee. The Trustee may conduct any activity required of it as Master Servicer hereunder through an Affiliate or through an agent. Neither the Trustee nor any other successor Master Servicer shall be deemed to be in default hereunder due to any act or omission of a predecessor Master Servicer, including but not limited to failure to timely deliver to the Trustee distribution instructions, any funds required to be deposited to the Trust Fund, or any breach of its duty to cooperate with a transfer of master servicing. Notwithstanding the above, the Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, appoint or petition a court of competent jurisdiction to appoint, any established housing and home finance institution which is a Xxxxxx Mae- or Xxxxxxx Mac-approved servicer, and with respect to a successor to the Master Servicer only, having a net worth of not less than $10,000,00010,000,000 and meeting such other standards for a successor Master Servicer as are set forth in this Agreement, as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; provided, that the Trustee shall obtain a letter from each Rating Agency that the ratings, if any, on each of the Certificates will not be lowered as a result of the selection of the successor to the Master Servicer. Pending appointment of a successor to the Master Servicer hereunder, the Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on the Mortgage Loans as it and such successor shall agree; provided, however, in the event that the provisions of Section 7.06 shall apply, the no such compensation shall not be in excess of that which permitted the Master Servicer would have been entitled to if the Master Servicer had continued to act hereunderTrustee under this Subsection 8.02(a), and that such successor shall undertake and assume the obligations of the Trustee to pay compensation to any third Person acting as an agent or independent contractor in the performance of master servicing responsibilities hereunder. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession.

Trustee to Act; Appointment of Successor. (a) Upon the receipt by the Master Servicer of a notice of termination pursuant to Section 8.01 or an Opinion of Independent Counsel pursuant to Section 7.05 to the effect that the Master Servicer is legally unable to act or to delegate its duties to a Person which is legally able to act, the Trustee shall automatically become the successor in all respects to the Master Servicer in its capacity under this Agreement and the transactions set forth or provided for herein and shall thereafter be subject to all the responsibilities, duties, liabilities and limitations on liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof; provided, however, that the Company shall have the right to either (a) immediately assume the duties of the Master Servicer or (b) select a successor Master Servicer; provided further, however, that the Trustee shall have no obligation whatsoever with respect to any liability (other than advances deemed recoverable and not previously made) incurred by the Master Servicer at or prior to the time of termination. As compensation therefor, but subject to Section 7.06, the Trustee shall be entitled to compensation which the Master Servicer would have been entitled to retain if the Master Servicer had continued to act hereunder, except for those amounts due the Master Servicer as reimbursement permitted under this Agreement for advances previously made or expenses previously incurred. Notwithstanding the above, the Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, appoint or petition a court of competent jurisdiction to appoint, any established housing and home finance institution which is a Xxxxxx Fannie Mae- or Xxxxxxx Freddie Mac-approved servicer, and with respect to a successor to the xx x xuccessor xx xxx Master Servicer only, having a net worth of not less than $10,000,000, as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; provided, that the Trustee shall obtain a letter from each Rating Agency that the ratings, if any, on each of the Certificates will not be lowered as a result of the selection of the successor to the Master Servicer. Pending appointment of a successor to the Master Servicer hereunder, the Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on the Mortgage Loans as it and such successor shall agree; provided, however, that the provisions of Section 7.06 shall apply, the compensation shall not be in excess of that which the Master Servicer would have been entitled to if the Master Servicer had continued to act hereunder, and that such successor shall undertake and assume the obligations of the Trustee to pay compensation to any third Person acting as an agent or independent contractor in the performance of master servicing responsibilities hereunder. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession.

Trustee to Act; Appointment of Successor. (a) Upon the receipt by the Master Servicer of a notice of termination pursuant to Section 8.01 or an Opinion of Independent Counsel pursuant to Section 7.05 to the effect that the Master Servicer is legally unable to act or to delegate its duties to a Person which is legally able to act, the Trustee shall automatically become the successor in all respects to the Master Servicer in its capacity under this Agreement and the transactions set forth or provided for herein and shall thereafter be subject to all the responsibilities, duties, liabilities and limitations on liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof; provided, however, that the Company EMC shall have the right to either (a) immediately assume the duties of the Master Servicer or (b) select a successor Master Servicer; provided further, however, that the Trustee shall have no obligation whatsoever with respect to any liability (other than advances deemed recoverable and not previously made) incurred by the Master Servicer at or prior to the time of termination. As compensation therefor, but subject to Section 7.06, the Trustee shall be entitled to compensation which the Master Servicer would have been entitled to retain if the Master Servicer had continued to act hereunder, except for those amounts due the Master Servicer as reimbursement permitted under this Agreement for advances previously made or expenses previously incurred. Notwithstanding the above, the Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, appoint or petition a court of competent jurisdiction to appoint, any established housing and home finance institution which is a Xxxxxx Mae- or Xxxxxxx Mac-approved servicer, and with respect to a successor to the Master Servicer only, having a net worth of not less than $10,000,000, as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; provided, that the Trustee shall obtain a letter from each Rating Agency that the ratings, if any, on each of the Certificates will not be lowered as a result of the selection of the successor to the Master Servicer. Pending appointment of a successor to the Master Servicer hereunder, the Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on the Mortgage Loans as it and such successor shall agree; provided, however, that the provisions of Section 7.06 shall apply, the compensation shall not be in excess of that to which the Master Servicer would have been entitled to if the Master Servicer had continued to act hereunder, and that such successor shall undertake and assume the obligations of the Trustee to pay compensation to any third Person acting as an agent or independent contractor in the performance of master servicing responsibilities hereunder. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession.

Trustee to Act; Appointment of Successor. (a) Upon On and after the receipt by time the Master Servicer of receives a notice of termination pursuant to Section 8.01 or an Opinion of Independent Counsel pursuant to Section 7.05 to the effect that the Master Servicer is legally unable to act or to delegate its duties to a Person which is legally able to act, 9.01 hereof the Trustee shall automatically become the successor in all respects to the Master Servicer in its capacity under this Agreement and with respect to the transactions set forth or provided for herein and after a transition period (not to exceed 90 days), shall thereafter have all the rights and powers of, and be subject to all the responsibilities, duties, liabilities duties and limitations on liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof; provided, however, that the Company shall have the right to either (a) immediately assume the duties of the Master Servicer or (b) select a successor Master Servicer; provided provided, further, howeverhowever that, that pursuant to Article VI hereof, the Trustee in its capacity as successor Master Servicer shall have no obligation whatsoever with respect be responsible for making any Advances required to any liability (other than advances deemed recoverable and not previously made) incurred be made by the Master Servicer at or prior immediately upon the termination of the Master Servicer and any such Advance shall be made on the Distribution Date on which such Advance was required to be made by the time predecessor Master Servicer. Effective on the date of such notice of termination. As , as compensation therefor, but subject to Section 7.06, the Trustee shall be entitled to compensation which all compensation, reimbursement of expenses and indemnifications that the Master Servicer would have been entitled to retain if the Master Servicer it had continued to act hereunder, except provided, however, that the Trustee shall not be (i) liable for those amounts due any acts or omissions of the Master Servicer, (ii) obligated to make Advances if it is prohibited from doing so under applicable law, (iii) responsible for expenses of the Master Servicer as reimbursement permitted under this Agreement for advances previously made pursuant to Section 2.03 or expenses previously incurred(iv) obligated to deposit losses on any Permitted Investment directed by the Master Servicer. Notwithstanding the aboveforegoing, the Trustee may, if it shall be unwilling to so to act, or shall, if it is legally prohibited by applicable law from making Advances pursuant to Article VI or if it is otherwise unable to so to act, appoint appoint, or petition a court of competent jurisdiction to appoint, any established housing and home finance mortgage loan servicing institution the appointment of which is a Xxxxxx Mae- or Xxxxxxx Mac-approved servicer, and with respect to a successor to does not adversely affect the Master Servicer only, having a net worth then current rating of not less than $10,000,000, the Certificates by each Rating Agency as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; provided. Any Successor Master Servicer shall (i) be an institution that is a Fxxxxx Mxx and Freddie Mac approved seller/servicer in good standing, that has a net worth of at least $15,000,000 and (ii) be willing to act as successor servicer of any Mortgage Loans under this Agreement or the related Servicing Agreement with respect to which the Company or the original Servicer has been terminated as servicer, and shall have executed and delivered to the Depositor, the Trustee shall obtain an agreement accepting such delegation and assignment, that contains an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of the Master Servicer (other than any liabilities of the Master Servicer hereof incurred prior to termination of the Master Servicer under Section 9.01 or as otherwise set forth herein), with like effect as if originally named as a letter from party to this Agreement, provided that each Rating Agency shall have acknowledged in writing that the ratings, if any, on each its rating of the Certificates in effect immediately prior to such assignment and delegation will not be lowered qualified or reduced as a result of such assignment and delegation. If the selection Trustee assumes the duties and responsibilities of the successor to Master Servicer in accordance with this Section 9.02, the Trustee shall not resign as Master ServicerServicer until a Successor Master Servicer has been appointed and has accepted such appointment. Pending appointment of a successor to the Master Servicer hereunder, the Trustee, unless the Trustee shall is prohibited by law from so acting, shall, subject to Section 4.04 hereof, act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on the Mortgage Loans or otherwise as it and such successor shall agree; provided, however, provided that no such compensation unless agreed to by the provisions of Section 7.06 Certificateholders shall apply, the compensation shall not be in excess of that which permitted the Master Servicer would have been entitled to if the Master Servicer had continued to act hereunder, and that such successor shall undertake and assume the obligations of the Trustee to pay compensation to any third Person acting as an agent or independent contractor in the performance of master servicing responsibilities hereunder. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Neither the Trustee nor any other Successor Master Servicer shall be deemed to be in default hereunder by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the failure of the Master Servicer and the Securities Administrator to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. The costs and expenses of the Trustee in connection with the termination of the Master Servicer, appointment of a Successor Master Servicer and, if applicable, any transfer of servicing, including, without limitation, all costs and 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 or the Successor Master Servicer to service the related Mortgage Loans properly and effectively, to the extent not paid by the terminated Master Servicer, shall be payable to the Trustee pursuant to Section 10.05. Any successor to the Master Servicer as successor servicer under any Subservicing Agreement shall give notice to the applicable Mortgagors of such change of servicer and shall, during the term of its service as successor servicer maintain in force the policy or policies that the Master Servicer is required to maintain pursuant to Section 4.04.

Trustee to Act; Appointment of Successor. (a) Upon the receipt by the Master Servicer of a notice of termination pursuant to Section 8.01 or an Opinion of Independent Counsel pursuant to Section 7.05 to the effect that the Master Servicer is legally unable to act or to delegate its duties to a Person which is legally able to act, the Trustee shall automatically become the successor in all respects to the Master Servicer in its capacity under this Agreement and the transactions set forth or provided for herein and shall thereafter have all the rights and powers of, and be subject to all the responsibilities, duties, liabilities and limitations on liabilities relating thereto placed on the Master Servicer by the terms and provisions hereofhereof (including the requirement to make Monthly Advances pursuant to Section 6.06); provided, however, that the Company shall have the right to either (a) immediately assume the duties of the Master Servicer or (b) select a successor Master Servicer; provided further, however, that the Trustee shall have no obligation whatsoever with respect to any liability (other than advances deemed recoverable and not previously made) incurred by the Master Servicer at or prior to the time of termination. As compensation therefor, but subject to Section 7.06, the Trustee shall be entitled to compensation which the Master Servicer would have been entitled to retain if the Master Servicer had continued to act hereunder, except for those amounts due the Master Servicer as reimbursement permitted under this Agreement for advances previously made or expenses previously incurred. Notwithstanding the above, the Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, appoint or petition a court of competent jurisdiction to appoint, any established housing and home finance institution which is a Xxxxxx Mae- Xxx- or Xxxxxxx Mac-approved servicer, and with respect to a successor to the Master Servicer only, having a net worth of not less than $10,000,000, as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; provided, that the Trustee shall obtain a letter from each Rating Agency that the ratings, if any, on each of the Certificates will not be lowered as a result of the selection of the successor to the Master Servicer. Pending appointment of a successor to the Master Servicer hereunder, the Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on the Mortgage Loans as it and such successor shall agree; provided, however, that the provisions of Section 7.06 shall apply, the compensation shall not be in excess of that which the Master Servicer would have been entitled to if the Master Servicer had continued to act hereunder, and that such successor shall undertake and assume the obligations of the Trustee Master Servicer to pay compensation to any third Person acting as an agent or independent contractor in the performance of master servicing responsibilities hereunder. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession.

Trustee to Act; Appointment of Successor. (a) Upon On and after the receipt by time the Master Servicer of receives a notice of termination pursuant to Section 8.01 or an Opinion of Independent Counsel pursuant to Section 7.05 to the effect that the Master Servicer is legally unable to act or to delegate its duties to a Person which is legally able to act, hereof the Trustee shall automatically become the successor in all respects to the Master Servicer in its capacity under this Agreement and with respect to the transactions set forth or provided for herein and after a transition period (not to exceed 90 days), shall thereafter be subject to all the responsibilities, duties, liabilities duties and limitations on liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof; provided, howeverhowever that, that pursuant to Article V hereof, the Company Trustee in its capacity as successor Master Servicer shall have be responsible for making any Advances required to be made by the right to either (a) Master Servicer immediately assume upon the duties termination of the Master Servicer or (b) select a successor and any such Advance shall be made on the Distribution Date on which such Advance was required to be made by the predecessor Master Servicer; provided further, however, that . Effective on the Trustee shall have no obligation whatsoever with respect to any liability (other than advances deemed recoverable and not previously made) incurred by the Master Servicer at or prior to the time date of such notice of termination. As , as compensation therefor, but subject to Section 7.06, the Trustee shall be entitled to compensation which all compensation, reimbursement of expenses and indemnification that the Master Servicer would have been entitled to retain if the Master Servicer it had continued to act hereunder, except provided, however, that the Trustee shall not be (i) liable for those amounts due any acts or omissions of the Master Servicer, (ii) obligated to make Advances if it is prohibited from doing so under applicable law, (iii) responsible for expenses of the Master Servicer as reimbursement permitted under this Agreement for advances previously made pursuant to Section 2.03 or expenses previously incurred(iv) obligated to deposit losses on any Permitted Investment directed by the Master Servicer. Notwithstanding the aboveforegoing, the Trustee may, if it shall be unwilling to so to act, or shall, if it is legally prohibited by applicable law from making Advances pursuant to Article V or if it is otherwise unable to so to act, appoint appoint, or petition a court of competent jurisdiction to appoint, any established housing and home finance mortgage loan servicing institution the appointment of which is a Xxxxxx Mae- or Xxxxxxx Mac-approved servicer, and with respect to a successor does not adversely affect the then current rating of the Certificates by each Rating Agency (determined without regard to the Master Servicer only, having a net worth of not less than $10,000,000, Class II-A-2 Policy) as the successor to the Master Servicer (with the prior written consent of the Certificate Insurer, which consent shall not be unreasonably withheld) hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; provided. Any Successor Master Servicer shall (i) be an institution that is a Xxxxxx Mae and Xxxxxxx Mac approved seller/servicer in good standing, that has a net worth of at least $15,000,000, (ii) be acceptable to the Trustee and the Certificate Insurer (which consent shall obtain not be unreasonably withheld) and (iii) be willing to act as successor servicer of any Mortgage Loans under this Agreement, and shall have executed and delivered to the Depositor, the Trustee and the Certificate Insurer an agreement accepting such delegation and assignment, that contains an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of the Master Servicer (other than any liabilities of the Master Servicer hereof incurred prior to termination of the Master Servicer under Section 8.01 or as otherwise set forth herein), with like effect as if originally named as a letter from party to this Agreement, provided that each Rating Agency shall have acknowledged in writing that the ratings, if any, on each its rating of the Certificates in effect immediately prior to such assignment and delegation (determined without regard to the Class II-A-2 Policy) will not be lowered qualified or reduced as a result of such assignment and delegation. If the selection Trustee assumes the duties and responsibilities of the successor to Master Servicer in accordance with this Section 8.02, the Trustee shall not resign as Master ServicerServicer until a Successor Master Servicer has been appointed and has accepted such appointment. Pending appointment of a successor to the Master Servicer hereunder, the Trustee, unless the Trustee is prohibited by law from so acting, shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on the Mortgage Loans or otherwise as it and such successor shall agree; provided, however, provided that no such compensation unless agreed to by the provisions of Section 7.06 Certificateholders shall apply, the compensation shall not be in excess of that which permitted the Master Servicer would have been entitled to if the Master Servicer had continued to act hereunder, and that such successor shall undertake and assume the obligations of the Trustee to pay compensation to any third Person acting as an agent or independent contractor in the performance of master servicing responsibilities hereunder. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Neither the Trustee nor any other Successor Master Servicer shall be deemed to be in default hereunder by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the failure of the Master Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. The costs and expenses of the Trustee in connection with the termination of the Master Servicer, appointment of a Successor Master Servicer and, if applicable, any transfer of servicing, including, without limitation, all costs and 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 or the Successor Master Servicer to service the related Mortgage Loans properly and effectively, to the extent not paid by the terminated Master Servicer, shall be payable to the Trustee pursuant to Section 9.05. Any successor to the Master Servicer as successor servicer under any Subservicing Agreement shall give notice to the applicable Mortgagors of such change of servicer and shall, during the term of its service as successor servicer maintain in force the policy or policies that the Master Servicer is required to maintain pursuant to Section 3.08.

Trustee to Act; Appointment of Successor. (a) Upon the receipt by the Master Servicer of a notice of termination pursuant to Section 8.01 or an Opinion of Independent Counsel pursuant to Section 7.05 to the effect that the Master Servicer is legally unable to act or to delegate its duties to a Person which is legally able to act, the Trustee shall automatically become the successor in all respects to the Master Servicer in its capacity under this Agreement and the transactions set forth or provided for herein and shall thereafter be subject to all the responsibilities, duties, liabilities and limitations on liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof; provided, however, that the Company [AN AFFILIATE OF THE DEPOSITOR] shall have the right to either (a) immediately assume the duties of the Master Servicer or (b) select a successor Master Servicer; provided further, however, that the Trustee shall have no obligation whatsoever with respect to any liability (other than advances deemed recoverable and not previously made) incurred by the Master Servicer at or prior to the time of termination. As compensation therefor, but subject to Section 7.06, the Trustee shall be entitled to compensation which the Master Servicer would have been entitled to retain if the Master Servicer had continued to act hereunder, except for those amounts due the Master Servicer as reimbursement permitted under this Agreement for advances previously made or expenses previously incurred. Notwithstanding the above, the Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, appoint or petition a court of competent jurisdiction to appoint, any established housing and home finance institution which is a Xxxxxx Fannie Mae- or Xxxxxxx Freddie Mac-approved servicer, and with respect to a successor sxxxxxxor to the Master Xxxxxx Servicer only, having a net worth of not less than $10,000,000, as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; provided, that the Trustee shall obtain a letter from each Rating Agency that the ratings, if any, on each of the Certificates will not be lowered as a result of the selection of the successor to the Master Servicer. Pending appointment of a successor to the Master Servicer hereunder, the Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on the Mortgage Loans as it and such successor shall agree; provided, however, that the provisions of Section 7.06 shall apply, the compensation shall not be in excess of that which the Master Servicer would have been entitled to if the Master Servicer had continued to act hereunder, and that such successor shall undertake and assume the obligations of the Trustee to pay compensation to any third Person acting as an agent or independent contractor in the performance of master servicing responsibilities hereunder. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession.

Trustee to Act; Appointment of Successor. (a) Upon On and after the receipt by time the Master Servicer of receives a notice of termination pursuant to Section 8.01 or an Opinion of Independent Counsel pursuant to Section 7.05 to the effect that the Master Servicer is legally unable to act or to delegate its duties to a Person which is legally able to act, hereof the Trustee shall automatically become the successor in all respects to the Master Servicer in its capacity under this Agreement and with respect to the transactions set forth or provided for herein and after a transition period (not to exceed 90 days), shall thereafter be subject to all the responsibilities, duties, liabilities duties and limitations on liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof; provided, howeverhowever that, that pursuant to Article V hereof, the Company Trustee in its capacity as successor Master Servicer shall have be responsible for making any Advances required to be made by the right to either (a) Master Servicer immediately assume upon the duties termination of the Master Servicer or (b) select a successor and any such Advance shall be made on the Distribution Date on which such Advance was required to be made by the predecessor Master Servicer; provided further, however, that . Effective on the Trustee shall have no obligation whatsoever with respect to any liability (other than advances deemed recoverable and not previously made) incurred by the Master Servicer at or prior to the time date of such notice of termination. As , as compensation therefor, but subject to Section 7.06, the Trustee shall be entitled to compensation which all compensation, reimbursement of expenses and indemnification that the Master Servicer would have been entitled to retain if the Master Servicer it had continued to act hereunder, except provided, however, that the Trustee shall not be (i) liable for those amounts due any acts or omissions of the Master Servicer, (ii) obligated to make Advances if it is prohibited from doing so under applicable law, (iii) responsible for expenses of the Master Servicer as reimbursement permitted under this Agreement for advances previously made pursuant to Section 2.03 or expenses previously incurred(iv) obligated to deposit losses on any Permitted Investment directed by the Master Servicer. Notwithstanding the aboveforegoing, the Trustee may, if it shall be unwilling to so to act, or shall, if it is legally prohibited by applicable law from making Advances pursuant to Article V or if it is otherwise unable to so to act, appoint appoint, or petition a court of competent jurisdiction to appoint, any established housing and home finance mortgage loan servicing institution the appointment of which is a Xxxxxx Mae- or Xxxxxxx Mac-approved servicer, and with respect to a successor to does not adversely affect the Master Servicer only, having a net worth then current rating of not less than $10,000,000, the Certificates by each Rating Agency as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; provided. Any Successor Master Servicer shall (i) be an institution that is a Fannie Mae and Fredxxx Xxc xxprovex xxxxxr/servicer in good standing, that has a net worth of at least $15,000,000, (ii) be acceptable to the Trustee (which consent shall obtain not be unreasonably withheld) and (iii) be willing to act as successor servicer of any Mortgage Loans under this Agreement, and shall have executed and delivered to the Depositor, the Trustee an agreement accepting such delegation and assignment, that contains an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of the Master Servicer (other than any liabilities of the Master Servicer hereof incurred prior to termination of the Master Servicer under Section 8.01 or as otherwise set forth herein), with like effect as if originally named as a letter from party to this Agreement, provided that each Rating Agency shall have acknowledged in writing that the ratings, if any, on each its rating of the Certificates in effect immediately prior to such assignment and delegation will not be lowered qualified or reduced as a result of such assignment and delegation. If the selection Trustee assumes the duties and responsibilities of the successor to Master Servicer in accordance with this Section 8.02, the Trustee shall not resign as Master ServicerServicer until a Successor Master Servicer has been appointed and has accepted such appointment. Pending appointment of a successor to the Master Servicer hereunder, the Trustee, unless the Trustee is prohibited by law from so acting, shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on the Mortgage Loans or otherwise as it and such successor shall agree; provided, however, provided that no such compensation unless agreed to by the provisions of Section 7.06 Certificateholders shall apply, the compensation shall not be in excess of that which permitted the Master Servicer would have been entitled to if the Master Servicer had continued to act hereunder, and that such successor shall undertake and assume the obligations of the Trustee to pay compensation to any third Person acting as an agent or independent contractor in the performance of master servicing responsibilities hereunder. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Neither the Trustee nor any other Successor Master Servicer shall be deemed to be in default hereunder by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the failure of the Master Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. The costs and expenses of the Trustee in connection with the termination of the Master Servicer, appointment of a Successor Master Servicer and, if applicable, any transfer of servicing, including, without limitation, all costs and 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 or the Successor Master Servicer to service the related Mortgage Loans properly and effectively, to the extent not paid by the terminated Master Servicer, shall be payable to the Trustee pursuant to Section 9.05. Any successor to the Master Servicer as successor servicer under any Subservicing Agreement shall give notice to the applicable Mortgagors of such change of servicer and shall, during the term of its service as successor servicer maintain in force the policy or policies that the Master Servicer is required to maintain pursuant to Section 3.08.

Trustee to Act; Appointment of Successor. (a) Upon the receipt by termination of the Master Servicer of a notice of termination pursuant to Section 8.01 or an Opinion of Independent Counsel pursuant to Section 7.05 to under the effect that the Master Servicer is legally unable to act or to delegate its duties to a Person which is legally able to actServicing Agreements, the Trustee shall automatically become the successor in all respects to the Master Servicer in its capacity under this Agreement the Servicing Agreements and the transactions set forth or provided for herein therein and shall thereafter be subject to all the responsibilities, duties, liabilities and limitations on liabilities relating thereto placed on the Master Servicer by the terms and provisions hereofthereof; providedPROVIDED, howeverHOWEVER, it is understood and acknowledged that by the Company shall have parties hereto that there will be a period of transition (not to exceed 90 days) before the right to either (a) immediately assume the duties transfer of the Master Servicer or (b) select a successor Master Servicer; provided further, however, servicing obligations is fully effected and that the Trustee (i) shall be under no obligation to purchase any Mortgage Loan; and (ii) shall have no obligation whatsoever with respect to any liability (other than advances deemed recoverable and not previously made) incurred by the Master Servicer at or prior to the time of termination. As compensation therefor, but subject to Section 7.06, the Trustee shall be entitled to compensation all funds relating to the Mortgage Loans which the Master Servicer would have been entitled to retain if the Master Servicer had continued to act hereunder, except for those amounts due the Master Servicer as reimbursement permitted under this Agreement for advances previously made or expenses previously incurred. Notwithstanding the above, the Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, appoint or petition a court of competent jurisdiction to appoint, any established housing and home finance institution which is a Xxxxxx Mae- Fannie Mae or Xxxxxxx Freddie Mac-approved servicer, and with respect to a successor to the Master Servicer only, having a net worth sexxxxxx xxxing x xxx xorth of not less than $10,000,00025,000,000 and which has the qualifications required under the related Servicing Agreement, as the successor to the Master Servicer hereunder under the Servicing Agreements in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; provided, that under the Trustee shall obtain a letter from each Rating Agency that the ratings, if any, on each of the Certificates will not be lowered as a result of the selection of the successor to the Master ServicerServicing Agreements. Pending appointment of a successor to the Master Servicer hereunder, the Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on the Mortgage Loans as it and such successor shall agree; providedPROVIDED, howeverHOWEVER, that the provisions of Section 7.06 shall apply, the no such compensation shall not be in excess of that which permitted the Master Servicer would have been entitled to if the Master Servicer had continued to act hereunderTrustee under this Subsection 8.02(a), and that such successor shall undertake and assume the obligations of the Trustee to pay compensation to any third Person acting as an agent or independent contractor in the performance of master servicing responsibilities hereunder. The Trustee and such successor shall take such action, consistent with this AgreementAgreement and the Servicing Agreements, as shall be necessary to effectuate any such succession. The termination of the rights and obligations of the Master Servicer shall not affect any obligations incurred by the Master Servicer prior to such termination. Notwithstanding anything in this Agreement to the contrary, the Trustee shall be entitled to be reimbursed by the Master Servicer (or by the Trust Fund if the Master Servicer is unable to fulfill its obligations hereunder) for all costs incurred by the Trustee in connection or associated with the transfer of servicing from the Master Servicer to a successor Master Servicer (whether or not the Trustee is the successor Master Servicer), including, without limitation, any costs or expenses associated with the complete transfer of all servicing data and the completion, correction and/or manipulation of such servicing data as may be required to correct any errors or insufficiencies in the servicing data provided by the Master Servicer or as otherwise may be require to enable the successor Master Servicer (including the Trustee) to service the Mortgage Loans properly and effectively in accordance with the provisions of this Agreement.

Trustee to Act; Appointment of Successor. (a) Upon On and after the receipt by time the Master Servicer of receives a notice of termination pursuant to Section 8.01 7.01 or an Opinion of Independent Counsel pursuant to Section 7.05 to the effect that the Master Servicer is legally unable to act or to delegate its duties to a Person which is legally able to act7.02 hereof, the Trustee shall automatically become shall, to the extent provided in Section 3.04, be the successor in all respects to the Master Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall thereafter be subject to all the responsibilities, duties, liabilities duties and limitations on liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof; provided, however, that hereof and applicable law including the Company shall have the right obligation to either (a) immediately assume the duties of the Master Servicer or (b) select a successor Master Servicer; provided further, however, that the Trustee shall have no obligation whatsoever with respect make advances pursuant to any liability (other than advances deemed recoverable and not previously made) incurred by the Master Servicer at or prior to the time of terminationSection 4.01. As compensation therefor, but subject to the last paragraph of Section 7.067.01 or 7.02, as applicable, the Trustee shall be entitled to all compensation which and reimbursement for costs and expenses that the Master Servicer would have been entitled to retain hereunder if the Master Servicer had continued to act hereunder, except for those amounts due the Master Servicer as reimbursement permitted under this Agreement for advances previously made or expenses previously incurred. Notwithstanding the aboveforegoing, if the Trustee has become the successor to the Servicer in accordance with Section 7.01 or 7.02 hereof, the Trustee may, if it shall be unwilling to so to act, or shall, if it is legally prohibited by applicable law from making Advances pursuant to Section 4.01 hereof or if it is otherwise unable to so to act, appoint appoint, or petition a court of competent jurisdiction to appoint, any established housing mortgage loan servicing institution the appointment of which successor shall be approved by the NIM Insurer and home finance institution which is a Xxxxxx Mae- or Xxxxxxx Mac-approved servicer, and with respect to a successor to does not adversely affect the Master Servicer only, having a net worth then current rating of not less than $10,000,000, the Certificates by each Rating Agency as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; provided. Any successor servicer shall be an institution that is acceptable to the NIM Insurer and is a Fannie Mae and Freddie Mac approved seller/servicer in good standing, xxxx xax x net xxxxx xf at least $15,000,000, and that is willing to service the Mortgage Loans and executes and delivers to the Depositor and the Trustee an agreement accepting such delegation and assignment, that contains an assumption by such Person of the Trustee shall obtain rights, powers, duties, responsibilities, obligations and liabilities of the Servicer (other than liabilities of the Servicer under Section 6.03 hereof incurred prior to termination of the Servicer under Section 7.01 or 7.02), with like effect as if originally named as a letter from party to this Agreement; and provided further that each Rating Agency acknowledges that the ratings, if any, on each its rating of the Certificates in effect immediately prior to such assignment and delegation will not be lowered qualified or reduced as a result of the selection such assignment and delegation. No appointment of the a successor to the Master ServicerServicer hereunder shall be effective until the Trustee and the NIM Insurer shall have consented thereto, prior written consent of the NIM Insurer is obtained and written notice of such proposed appointment shall have been provided by the Trustee to each Certificateholder. The Trustee shall not resign as servicer until a successor servicer has been appointed and has accepted such appointment. Pending appointment of a successor to the Master Servicer hereunder, the Trustee, unless the Trustee shall is prohibited by law from so acting, shall, subject to Section 3.04 hereof, act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on the Mortgage Loans as it and such successor shall agree; provided, however, that the provisions of Section 7.06 shall apply, the no such compensation shall not be in excess of that which permitted the Master Servicer would have been entitled to if the Master Servicer had continued to act hereunder, and that such successor shall undertake and assume the obligations of the Trustee to pay compensation to any third Person acting as an agent or independent contractor in the performance of master servicing responsibilities hereunder. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Neither the Trustee nor any other successor servicer shall be deemed to be in default hereunder by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the failure of the Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. Any successor to the Servicer as servicer shall give notice to the Mortgagors of such change of servicer and shall, during the term of its service as servicer maintain in force the policy or policies that the Servicer is required to maintain pursuant to Section 6.05.

Trustee to Act; Appointment of Successor. (a) Upon On and after the receipt by time the Master Servicer of receives a notice of termination pursuant to Section 8.01 hereof or an Opinion of Independent Counsel resigns pursuant to Section 7.05 7.04 hereof, subject to the effect that the Master Servicer is legally unable to act or to delegate its duties to a Person which is legally able to actprovisions of Section 3.04 hereof, the Trustee shall automatically become be the successor in all respects to the Master Servicer Servicer, as applicable, in its capacity as servicer under this Agreement and with respect to the transactions set forth or provided for herein and shall thereafter be subject to all the responsibilities, duties, liabilities duties and limitations on liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof; provided, however, that the Company shall have the right to either (a) immediately assume the duties of the Master Servicer or (b) select a successor Master Servicer; provided further, however, that the Trustee shall not be deemed to have no obligation whatsoever with respect made any representation or warranty as to any liability (other than advances deemed recoverable and not previously made) incurred Mortgage Loan made by the Master Servicer at and shall not effect any repurchases or prior to the time substitutions of terminationany Mortgage Loan. As compensation therefor, but subject to Section 7.06, the Trustee shall be entitled to compensation which all funds relating to the Master Mortgage Loans that the Servicer (the “Replaced Servicer”) would have been entitled to retain charge to the Collection Account if the Master Replaced Servicer had continued to act hereunder, hereunder (except for those amounts due that the Master Replaced Servicer as reimbursement permitted under this Agreement shall retain the right to be reimbursed for advances previously (including, without limitation, Advances and Servicing Advances) theretofore made by the Replaced Servicer with respect to which it would be entitled to be reimbursed as provided in Section 3.08 if it had not been so terminated or expenses previously incurredresigned). Notwithstanding the aboveforegoing, if the Trustee has become the successor to a Replaced Servicer, in accordance with this Section 8.02, the Trustee may, if it shall be unwilling to so to act, or shall, if it is legally unable to so to act, appoint appoint, or petition a court of competent jurisdiction to appoint, any established housing and home finance institution mortgage loan servicing institution, the appointment of which is a Xxxxxx Mae- or Xxxxxxx Mac-approved servicer, and with respect to a successor to does not adversely affect the Master Servicer only, having a net worth then current rating of not less than $10,000,000the Certificates, as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; providedServicer, provided that the Trustee shall obtain a letter from each Rating Agency that the ratings, if any, on each of the Certificates will not be lowered as a result of the selection of the such successor to the Master Servicer shall not be deemed to have made any representation or warranty as to any Mortgage Loan made by the Servicer. Pending appointment of a successor to the Master Servicer hereunder, the Trustee Trustee, unless such party is prohibited by law from so acting, shall act in such capacity as hereinabove providedprovided herein. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on the Mortgage Loans as it and such successor shall agree; provided, however, that the provisions of Section 7.06 shall apply, the no such compensation shall not be in excess of that which permitted the Master Servicer would have been entitled to if the Master Servicer had continued to act hereunderReplaced Servicer, and that such successor shall undertake and assume the obligations of the Trustee to pay compensation to any third Person acting as an agent or independent contractor in the performance of master servicing responsibilities hereunder. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Neither of the Trustee nor any other successor servicer shall be deemed to be in default hereunder by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof caused by the failure of a Replaced Servicer to deliver, or any delay in delivering, cash, documents or records to it.

Trustee to Act; Appointment of Successor. (a) Upon the receipt by the Master Servicer of a notice of termination pursuant to Section 8.01 or an Opinion of Independent Counsel pursuant to Section 7.05 to the effect that the Master Servicer is legally unable to act or to delegate its duties to a Person which is legally able to act, the Trustee shall automatically become the successor in all respects to the Master Servicer in its capacity under this Agreement and the transactions set forth or provided for herein and shall thereafter be subject to all the responsibilities, duties, liabilities and limitations on liabilities relating thereto placed on the Master Servicer by the terms and provisions hereofhereof (including the requirement to make Monthly Advances pursuant to Section 6.06); provided, however, that the Company shall have the right to either (a) immediately assume the duties of the Master Servicer or (b) select a successor Master Servicer; provided further, however, that the Trustee shall have no obligation whatsoever with respect to any liability (other than advances deemed recoverable and not previously made) incurred by the Master Servicer at or prior to the time of termination. As compensation therefor, but subject to Section 7.06, the Trustee shall be entitled to compensation which the Master Servicer would have been entitled to retain if the Master Servicer had continued to act hereunder, except for those amounts due the Master Servicer as reimbursement permitted under this Agreement for advances previously made or expenses previously incurred. Notwithstanding the above, the Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, appoint or petition a court of competent jurisdiction to appoint, any established housing and home finance institution which is a Xxxxxx Mae- or Xxxxxxx Mac-approved servicer, and with respect to a successor to the Master Servicer only, having a net worth of not less than $10,000,000, as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; provided, that the Trustee shall obtain a letter from each Rating Agency that the ratings, if any, on each of the Certificates (determined without regard to the Policy) will not be lowered as a result of the selection of the successor to the Master Servicer. Pending appointment of a successor to the Master Servicer hereunder, the Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on the Mortgage Loans as it and such successor shall agree; provided, however, that the provisions of Section 7.06 shall apply, the compensation shall not be in excess of that which the Master Servicer would have been entitled to if the Master Servicer had continued to act hereunder, and that such successor shall undertake and assume the obligations of the Trustee Master Servicer to pay compensation to any third Person acting as an agent or independent contractor in the performance of master servicing responsibilities hereunder. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession.

Trustee to Act; Appointment of Successor. (a) Upon On and after the receipt by time the Master Servicer of receives a notice of termination pursuant to Section 8.01 or an Opinion of Independent Counsel pursuant to Section 7.05 to the effect that the Master Servicer is legally unable to act or to delegate its duties to a Person which is legally able to act, hereof the Trustee shall automatically become the successor in all respects to the Master Servicer in its capacity under this Agreement and with respect to the transactions set forth or provided for herein and after a transition period (not to exceed 90 days), shall thereafter be subject to all the responsibilities, duties, liabilities duties and limitations on liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof; provided, howeverhowever that, that pursuant to Article V hereof, the Company Trustee in its capacity as successor Master Servicer shall have be responsible for making any Advances required to be made by the right to either (a) Master Servicer immediately assume upon the duties termination of the Master Servicer or (b) select a successor and any such Advance shall be made on the Distribution Date on which such Advance was required to be made by the predecessor Master Servicer; provided further, however, that . Effective on the Trustee shall have no obligation whatsoever with respect to any liability (other than advances deemed recoverable and not previously made) incurred by the Master Servicer at or prior to the time date of such notice of termination. As , as compensation therefor, but subject to Section 7.06, the Trustee shall be entitled to compensation which all compensation, reimbursement of expenses and indemnification that the Master Servicer would have been entitled to retain if the Master Servicer it had continued to act hereunder, except provided, however, that the Trustee shall not be (i) liable for those amounts due any acts or omissions of the Master Servicer, (ii) obligated to make Advances if it is prohibited from doing so under applicable law, (iii) responsible for expenses of the Master Servicer as reimbursement permitted under this Agreement for advances previously made pursuant to Section 2.03 or expenses previously incurred(iv) obligated to deposit losses on any Permitted Investment directed by the Master Servicer. Notwithstanding the aboveforegoing, the Trustee may, if it shall be unwilling to so to act, or shall, if it is legally prohibited by applicable law from making Advances pursuant to Article V or if it is otherwise unable to so to act, appoint appoint, or petition a court of competent jurisdiction to appoint, any established housing and home finance mortgage loan servicing institution the appointment of which is a Xxxxxx Mae- or Xxxxxxx Mac-approved servicer, and with respect to a successor to does not adversely affect the Master Servicer only, having a net worth then current rating of not less than $10,000,000, the Certificates by each Rating Agency as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; provided. Any Successor Master Servicer shall (i) be an institution that is a Fannie Mae and Fredxxx Xxc xxprovex xxxxxr/servicer in good standing, that has a net worth of at least $15,000,000, (ii) be acceptable to the Trustee (which consent shall obtain not be unreasonably withheld) and (iii) be willing to act as successor servicer of any Mortgage Loans under this Agreement, and shall have executed and delivered to the Depositor and the Trustee an agreement accepting such delegation and assignment, that contains an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of the Master Servicer (other than any liabilities of the Master Servicer hereof incurred prior to termination of the Master Servicer under Section 8.01 or as otherwise set forth herein), with like effect as if originally named as a letter from party to this Agreement, provided that each Rating Agency shall have acknowledged in writing that the ratings, if any, on each its rating of the Certificates in effect immediately prior to such assignment and delegation will not be lowered qualified or reduced as a result of such assignment and delegation. If the selection Trustee assumes the duties and responsibilities of the successor to Master Servicer in accordance with this Section 8.02, the Trustee shall not resign as Master ServicerServicer until a Successor Master Servicer has been appointed and has accepted such appointment. Pending appointment of a successor to the Master Servicer hereunder, the Trustee, unless the Trustee is prohibited by law from so acting, shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on the Mortgage Loans or otherwise as it and such successor shall agree; provided, however, provided that no such compensation unless agreed to by the provisions of Section 7.06 Certificateholders shall apply, the compensation shall not be in excess of that which permitted the Master Servicer would have been entitled to if the Master Servicer had continued to act hereunder, and that such successor shall undertake and assume the obligations of the Trustee to pay compensation to any third Person acting as an agent or independent contractor in the performance of master servicing responsibilities hereunder. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Neither the Trustee nor any other Successor Master Servicer shall be deemed to be in default hereunder by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the failure of the Master Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. The costs and expenses of the Trustee in connection with the termination of the Master Servicer, appointment of a Successor Master Servicer and, if applicable, any transfer of servicing, including, without limitation, all costs and 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 or the Successor Master Servicer to service the related Mortgage Loans properly and effectively, to the extent not paid by the terminated Master Servicer, shall be payable to the Trustee pursuant to Section 9.05. Any successor to the Master Servicer as successor servicer under any Subservicing Agreement shall give notice to the applicable Mortgagors of such change of servicer and shall, during the term of its service as successor servicer maintain in force the policy or policies that the Master Servicer is required to maintain pursuant to Section 3.08.

Trustee to Act; Appointment of Successor. (a) Upon On and after the receipt by time the Master Servicer of receives a notice of termination pursuant to Section 8.01 or an Opinion of Independent Counsel pursuant to Section 7.05 to the effect that the Master Servicer is legally unable to act or to delegate its duties to a Person which is legally able to act, 9.01 hereof the Trustee shall automatically become the successor in all respects to the Master Servicer in its capacity under this Agreement and with respect to the transactions set forth or provided for herein and after a transition period (not to exceed 90 days), shall thereafter be subject to all the responsibilities, duties, liabilities duties and limitations on liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof; provided, howeverhowever that, that pursuant to Article VI hereof, the Company Trustee in its capacity as successor Master Servicer shall have be responsible for making any Advances required to be made by the right to either (a) Master Servicer immediately assume upon the duties termination of the Master Servicer or (b) select a successor and any such Advance shall be made on the Distribution Date on which such Advance was required to be made by the predecessor Master Servicer; provided further, however, that . Effective on the Trustee shall have no obligation whatsoever with respect to any liability (other than advances deemed recoverable and not previously made) incurred by the Master Servicer at or prior to the time date of such notice of termination. As , as compensation therefor, but subject to Section 7.06, the Trustee shall be entitled to compensation which all compensation, reimbursement of expenses and indemnifications that the Master Servicer would have been entitled to retain if the Master Servicer it had continued to act hereunder, except provided, however, that the Trustee shall not be (i) liable for those amounts due any acts or omissions of the Master Servicer, (ii) obligated to make Advances if it is prohibited from doing so under applicable law, (iii) responsible for expenses of the Master Servicer as reimbursement permitted under this Agreement for advances previously made pursuant to Section 2.03 or expenses previously incurred(iv) obligated to deposit losses on any Permitted Investment directed by the Master Servicer. Notwithstanding the aboveforegoing, the Trustee may, if it shall be unwilling to so to act, or shall, if it is legally prohibited by applicable law from making Advances pursuant to Article VI or if it is otherwise unable to so to act, appoint appoint, or petition a court of competent jurisdiction to appoint, any established housing and home finance mortgage loan servicing institution the appointment of which is a Xxxxxx Mae- or Xxxxxxx Mac-approved servicer, and with respect to a successor to does not adversely affect the Master Servicer only, having a net worth then current rating of not less than $10,000,000, the Certificates by each Rating Agency as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; provided. Any Successor Master Servicer shall (i) be an institution that is a Xxxxxx Xxx and Xxxxxxx Mac approved seller/servicer in good standing, that has a net worth of at least $15,000,000 and (ii) be willing to act as successor servicer of any Mortgage Loans under this Agreement or the related Servicing Agreement with respect to which the Company or the original Servicer has been terminated as servicer, and shall have executed and delivered to the Depositor and the Trustee shall obtain an agreement accepting such delegation and assignment, that contains an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of the Master Servicer (other than any liabilities of the Master Servicer hereof incurred prior to termination of the Master Servicer under Section 9.01 or as otherwise set forth herein), with like effect as if originally named as a letter from party to this Agreement, provided that each Rating Agency shall have acknowledged in writing that the ratings, if any, on each its rating of the Certificates in effect immediately prior to such assignment and delegation will not be lowered qualified or reduced as a result of such assignment and delegation. If the selection Trustee assumes the duties and responsibilities of the successor to Master Servicer in accordance with this Section 9.02, the Trustee shall not resign as Master ServicerServicer until a Successor Master Servicer has been appointed and has accepted such appointment. Pending appointment of a successor to the Master Servicer hereunder, the Trustee, unless the Trustee shall is prohibited by law from so acting, shall, subject to Section 4.04 hereof, act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on the Mortgage Loans or otherwise as it and such successor shall agree; provided, however, provided that no such compensation unless agreed to by the provisions of Section 7.06 Certificateholders shall apply, the compensation shall not be in excess of that which permitted the Master Servicer would have been entitled to if the Master Servicer had continued to act hereunder, and that such successor shall undertake and assume the obligations of the Trustee to pay compensation to any third Person acting as an agent or independent contractor in the performance of master servicing responsibilities hereunder. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Neither the Trustee nor any other Successor Master Servicer shall be deemed to be in default hereunder by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the failure of the Master Servicer and the Securities Administrator to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. The costs and expenses of the Trustee in connection with the termination of the Master Servicer, appointment of a Successor Master Servicer and, if applicable, any transfer of servicing, including, without limitation, all costs and 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 or the Successor Master Servicer to service the related Mortgage Loans properly and effectively, to the extent not paid by the terminated Master Servicer, shall be payable to the Trustee pursuant to Section 10.05. Any successor to the Master Servicer as successor servicer under any Subservicing Agreement shall give notice to the applicable Mortgagors of such change of servicer and shall, during the term of its service as successor servicer maintain in force the policy or policies that the Master Servicer is required to maintain pursuant to Section 4.04.

Trustee to Act; Appointment of Successor. (a) Upon On and after the receipt by time the Master Servicer of receives a notice of termination pursuant to Section 8.01 or an Opinion of Independent Counsel pursuant to Section 7.05 to the effect that the Master Servicer is legally unable to act or to delegate its duties to a Person which is legally able to act, hereof the Trustee shall automatically become the successor in all respects to the Master Servicer in its capacity under this Agreement and with respect to the transactions set forth or provided for herein and after a transition period (not to exceed 90 days), shall thereafter be subject to all the responsibilities, duties, liabilities duties and limitations on liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof; provided, howeverhowever that, that pursuant to Article V hereof, the Company Trustee in its capacity as Successor Master Servicer shall have be responsible for making any Advances required to be made by the right to either (a) Master Servicer immediately assume upon the duties termination of the Master Servicer or (b) select a successor and any such Advance shall be made on the Distribution Date on which such Advance was required to be made by the predecessor Master Servicer; provided further, however, that . Effective on the Trustee shall have no obligation whatsoever with respect to any liability (other than advances deemed recoverable and not previously made) incurred by the Master Servicer at or prior to the time date of such notice of termination. As , as compensation therefor, but subject to Section 7.06, the Trustee shall be entitled to compensation which all compensation, reimbursement of expenses and indemnification that the Master Servicer would have been entitled to retain if the Master Servicer it had continued to act hereunder, except provided, however, that the Trustee shall not be (i) liable for those amounts due any acts or omissions of the Master Servicer, (ii) obligated to make Advances if it is prohibited from doing so under applicable law, (iii) responsible for expenses of the Master Servicer as reimbursement permitted under this Agreement for advances previously made pursuant to Section 2.03 or expenses previously incurred(iv) obligated to deposit losses on any Permitted Investment directed by the Master Servicer. Notwithstanding the aboveforegoing, the Trustee may, if it shall be unwilling to so to act, or shall, if it is legally prohibited by applicable law from making Advances pursuant to Article V or if it is otherwise unable to so to act, appoint appoint, or petition a court of competent jurisdiction to appoint, any established housing and home finance mortgage loan servicing institution the appointment of which is a Xxxxxx Mae- or Xxxxxxx Mac-approved servicer, and with respect to a successor to does not adversely affect the Master Servicer only, having a net worth then current rating of not less than $10,000,000, the Certificates by each Rating Agency as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; provided. Any Successor Master Servicer shall (i) be an institution that is a Fanxxx Xxe and Frexxxx Xxc approved seller/servicer in good standing, that has a net worth of at least $15,000,000, (ii) be acceptable to the Trustee (which consent shall obtain not be unreasonably withheld) and (iii) be willing to act as successor servicer of any Mortgage Loans under this Agreement, and shall have executed and delivered to the Depositor and the Trustee an agreement accepting such delegation and assignment, that contains an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of the Master Servicer (other than any liabilities of the Master Servicer hereof incurred prior to termination of the Master Servicer under Section 8.01 or as otherwise set forth herein), with like effect as if originally named as a letter from party to this Agreement, provided that each Rating Agency shall have acknowledged in writing that the ratings, if any, on each its rating of the Certificates in effect immediately prior to such assignment and delegation will not be lowered qualified or reduced as a result of such assignment and delegation. If the selection Trustee assumes the duties and responsibilities of the successor to Master Servicer in accordance with this Section 8.02, the Trustee shall not resign as Master ServicerServicer until a Successor Master Servicer has been appointed and has accepted such appointment. Pending appointment of a successor to the Master Servicer hereunder, the Trustee, unless the Trustee is prohibited by law from so acting, shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on the Mortgage Loans or otherwise as it and such successor shall agree; provided, however, provided that no such compensation unless agreed to by the provisions of Section 7.06 Certificateholders shall apply, the compensation shall not be in excess of that which permitted the Master Servicer would have been entitled to if the Master Servicer had continued to act hereunder, and that such successor shall undertake and assume the obligations of the Trustee to pay compensation to any third Person acting as an agent or independent contractor in the performance of master servicing responsibilities hereunder. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Neither the Trustee nor any other Successor Master Servicer shall be deemed to be in default hereunder by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the failure of the Master Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. The costs and expenses of the Trustee in connection with the termination of the Master Servicer, appointment of a Successor Master Servicer and, if applicable, any transfer of servicing, including, without limitation, all costs and 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 or the Successor Master Servicer to service the Mortgage Loans properly and effectively, to the extent not paid by the terminated Master Servicer, shall be payable to the Trustee pursuant to Section 9.05. Any successor to the Master Servicer as successor servicer under any Subservicing Agreement shall give notice to the applicable Mortgagors of such change of servicer and shall, during the term of its service as successor servicer maintain in force the policy or policies that the Master Servicer is required to maintain pursuant to Section 3.08.

Trustee to Act; Appointment of Successor. (a) Upon On and after the receipt by time the Master Servicer of receives a notice of termination pursuant to Section 8.01 or an Opinion of Independent Counsel pursuant to Section 7.05 to the effect that the Master Servicer is legally unable to act or to delegate its duties to a Person which is legally able to act, hereof the Trustee shall automatically become the successor in all respects to the Master Servicer in its capacity under this Agreement and with respect to the transactions set forth or provided for herein and after a transition period (not to exceed 90 days), shall thereafter be subject to all the responsibilities, duties, liabilities duties and limitations on liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof; provided, howeverhowever that, that pursuant to Article V hereof, the Company Trustee in its capacity as successor Master Servicer shall have be responsible for making any Advances required to be made by the right to either (a) Master Servicer immediately assume upon the duties termination of the Master Servicer or (b) select a successor and any such Advance shall be made on the Distribution Date on which such Advance was required to be made by the predecessor Master Servicer; provided further, however, that . Effective on the Trustee shall have no obligation whatsoever with respect to any liability (other than advances deemed recoverable and not previously made) incurred by the Master Servicer at or prior to the time date of such notice of termination. As , as compensation therefor, but subject to Section 7.06, the Trustee shall be entitled to compensation which all compensation, reimbursement of expenses and indemnification that the Master Servicer would have been entitled to retain if the Master Servicer it had continued to act hereunder, except provided, however, that the Trustee shall not be (i) liable for those amounts due any acts or omissions of the Master Servicer, (ii) obligated to make Advances if it is prohibited from doing so under applicable law, (iii) responsible for expenses of the Master Servicer as reimbursement permitted under this Agreement for advances previously made pursuant to Section 2.03 or expenses previously incurred(iv) obligated to deposit losses on any Permitted Investment directed by the Master Servicer. Notwithstanding the aboveforegoing, the Trustee may, if it shall be unwilling to so to act, or shall, if it is legally prohibited by applicable law from making Advances pursuant to Article V or if it is otherwise unable to so to act, appoint appoint, or petition a court of competent jurisdiction to appoint, any established housing and home finance mortgage loan servicing institution the appointment of which is a Xxxxxx Mae- or Xxxxxxx Mac-approved servicer, and with respect to a successor to does not adversely affect the Master Servicer only, having a net worth then current rating of not less than $10,000,000, the Certificates by each Rating Agency as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; provided. Any Successor Master Servicer shall (i) be an institution that is a Xxxxxx Mae and Xxxxxxx Mac approved seller/servicer in good standing, that has a net worth of at least $15,000,000, (ii) be acceptable to the Trustee (which consent shall obtain not be unreasonably withheld) and (iii) be willing to act as successor servicer of any Mortgage Loans under this Agreement, and shall have executed and delivered to the Depositor and the Trustee an agreement accepting such delegation and assignment, that contains an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of the Master Servicer (other than any liabilities of the Master Servicer hereof incurred prior to termination of the Master Servicer under Section 8.01 or as otherwise set forth herein), with like effect as if originally named as a letter from party to this Agreement, provided that each Rating Agency shall have acknowledged in writing that the ratings, if any, on each its rating of the Certificates in effect immediately prior to such assignment and delegation will not be lowered qualified or reduced as a result of such assignment and delegation. If the selection Trustee assumes the duties and responsibilities of the successor to Master Servicer in accordance with this Section 8.02, the Trustee shall not resign as Master ServicerServicer until a Successor Master Servicer has been appointed and has accepted such appointment. Pending appointment of a successor to the Master Servicer hereunder, the Trustee, unless the Trustee is prohibited by law from so acting, shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on the Mortgage Loans or otherwise as it and such successor shall agree; provided, however, provided that no such compensation unless agreed to by the provisions of Section 7.06 Certificateholders shall apply, the compensation shall not be in excess of that which permitted the Master Servicer would have been entitled to if the Master Servicer had continued to act hereunder, and that such successor shall undertake and assume the obligations of the Trustee to pay compensation to any third Person acting as an agent or independent contractor in the performance of master servicing responsibilities hereunder. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession.155

Trustee to Act; Appointment of Successor. (a) Upon On and after the receipt by time the Master Servicer of receives a notice of termination pursuant to Section 8.01 or an Opinion of Independent Counsel pursuant to Section 7.05 to the effect that the Master Servicer is legally unable to act or to delegate its duties to a Person which is legally able to act, hereof the Trustee shall automatically become the successor in all respects to the Master Servicer in its capacity under this Agreement and with respect to the transactions set forth or provided for herein and after a transition period (not to exceed 90 days), shall thereafter be subject to all the responsibilities, duties, liabilities duties and limitations on liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof; provided, howeverhowever that, that pursuant to Article V hereof, the Company Trustee in its capacity as successor Master Servicer shall have be responsible for making any Advances required to be made by the right to either (a) Master Servicer immediately assume upon the duties termination of the Master Servicer or (b) select a successor and any such Advance shall be made on the Distribution Date on which such Advance was required to be made by the predecessor Master Servicer; provided further, however, that . Effective on the Trustee shall have no obligation whatsoever with respect to any liability (other than advances deemed recoverable and not previously made) incurred by the Master Servicer at or prior to the time date of such notice of termination. As , as compensation therefor, but subject to Section 7.06, the Trustee shall be entitled to compensation which all compensation, reimbursement of expenses and indemnification that the Master Servicer would have been entitled to retain if the Master Servicer it had continued to act hereunder, except provided, however, that the Trustee shall not be (i) liable for those amounts due any acts or omissions of the Master Servicer, (ii) obligated to make Advances if it is prohibited from doing so under applicable law, (iii) responsible for expenses of the Master Servicer as reimbursement permitted under this Agreement for advances previously made pursuant to Section 2.03 or expenses previously incurred(iv) obligated to deposit losses on any Permitted Investment directed by the Master Servicer. Notwithstanding the aboveforegoing, the Trustee may, if it shall be unwilling to so to act, or shall, if it is legally prohibited by applicable law from making Advances pursuant to Article V or if it is otherwise unable to so to act, appoint appoint, or petition a court of competent jurisdiction to appoint, any established housing and home finance mortgage loan servicing institution the appointment of which is a Xxxxxx Mae- or Xxxxxxx Mac-approved servicer, and with respect to a successor to does not adversely affect the Master Servicer only, having a net worth then current rating of not less than $10,000,000, the Certificates by each Rating Agency as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; provided. Any Successor Master Servicer shall (i) be an institution that is a Fannie Mae and Fredxxx Xxc approvex xxxxxr/servicer in good standing, that has a net worth of at least $15,000,000, (ii) be acceptable to the Trustee (which consent shall obtain not be unreasonably withheld) and (iii) be willing to act as successor servicer of any Mortgage Loans under this Agreement, and shall have executed and delivered to the Depositor, the Trustee an agreement accepting such delegation and assignment, that contains an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of the Master Servicer (other than any liabilities of the Master Servicer hereof incurred prior to termination of the Master Servicer under Section 8.01 or as otherwise set forth herein), with like effect as if originally named as a letter from party to this Agreement, provided that each Rating Agency shall have acknowledged in writing that the ratings, if any, on each its rating of the Certificates in effect immediately prior to such assignment and delegation will not be lowered qualified or reduced as a result of such assignment and delegation. If the selection Trustee assumes the duties and responsibilities of the successor to Master Servicer in accordance with this Section 8.02, the Trustee shall not resign as Master ServicerServicer until a Successor Master Servicer has been appointed and has accepted such appointment. Pending appointment of a successor to the Master Servicer hereunder, the Trustee, unless the Trustee is prohibited by law from so acting, shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on the Mortgage Loans or otherwise as it and such successor shall agree; provided, however, provided that no such compensation unless agreed to by the provisions of Section 7.06 Certificateholders shall apply, the compensation shall not be in excess of that which permitted the Master Servicer would have been entitled to if the Master Servicer had continued to act hereunder, and that such successor shall undertake and assume the obligations of the Trustee to pay compensation to any third Person acting as an agent or independent contractor in the performance of master servicing responsibilities hereunder. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Neither the Trustee nor any other Successor Master Servicer shall be deemed to be in default hereunder by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the failure of the Master Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. The costs and expenses of the Trustee in connection with the termination of the Master Servicer, appointment of a Successor Master Servicer and, if applicable, any transfer of servicing, including, without limitation, all costs and 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 or the Successor Master Servicer to service the related Mortgage Loans properly and effectively, to the extent not paid by the terminated Master Servicer, shall be payable to the Trustee pursuant to Section 9.05. Any successor to the Master Servicer as successor servicer under any Subservicing Agreement shall give notice to the applicable Mortgagors of such change of servicer and shall, during the term of its service as successor servicer maintain in force the policy or policies that the Master Servicer is required to maintain pursuant to Section 3.08.

Trustee to Act; Appointment of Successor. (a) Upon On and after the receipt by time the Master Servicer of receives a notice of termination pursuant to Section 8.01 or an Opinion of Independent Counsel pursuant to Section 7.05 to the effect that the Master Servicer is legally unable to act or to delegate its duties to a Person which is legally able to act7.01 hereof, the Trustee shall automatically become shall, subject to and to the extent provided in Section 3.05, be the successor in all respects to the Master Servicer in its capacity as Master Servicer under this Agreement and the transactions set forth or provided for herein and shall thereafter be subject to all the responsibilities, duties, liabilities duties and limitations on liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof; provided, however, that hereof and applicable law including the Company shall have the right obligation to either (a) immediately assume the duties of the Master Servicer or (b) select a successor Master Servicer; provided further, however, that the Trustee shall have no obligation whatsoever with respect make Advances pursuant to any liability (other than advances deemed recoverable and not previously made) incurred by the Master Servicer at or prior to the time of terminationSection 4.01. As compensation therefor, but subject to Section 7.06, the Trustee shall be entitled to compensation which investment income of all funds that the Master Servicer would have been entitled to retain on deposit in the Collection Account or Distribution Account if the Master Servicer had continued to act hereunder. Notwithstanding the foregoing, except for those amounts due if the Trustee has become the successor to the Master Servicer as reimbursement permitted under this Agreement for advances previously made or expenses previously incurred. Notwithstanding the abovein accordance with Section 7.01 hereof, the Trustee may, if it shall be unwilling to so to act, or shall, if it is legally prohibited by applicable law from making Advances pursuant to Section 4.01 hereof or if it is otherwise unable to so to act, appoint or if it has been requested in writing by Holders of Certificates evidencing not less than 25% of the Voting Rights evidenced by the Certificates to do so, appoint, or petition a court of competent jurisdiction to appoint, any established housing and home finance mortgage loan servicing institution the appointment of which is a Xxxxxx Mae- or Xxxxxxx Mac-approved servicer, and with respect to a successor to does not adversely affect the Master Servicer only, having a net worth then current rating of not less than $10,000,000, the Certificates by each Rating Agency as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; provided. Any successor to the Master Servicer shall be an institution which is a Xxxxxx Mae and Xxxxxxx Mac approved seller/servicer in good standing, that which has a net worth of at least $15,000,000, and which is willing to master service the Mortgage Loans and executes and delivers to the Depositor and the Trustee shall obtain an agreement accepting such delegation and assignment, which contains an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of the Master Servicer (other than liabilities of the Master Servicer under Section 6.03 hereof incurred prior to termination of the Master Servicer under Section 7.01), with like effect as if originally named as a letter from party to this Agreement; and provided further that each Rating Agency acknowledges that the ratings, if any, on each its rating of the Certificates in effect immediately prior to such assignment and delegation will not be lowered qualified or reduced, without regard to the guaranty provided by the Policies, as a result of the selection of the successor to the Master Servicersuch assignment and delegation. Pending appointment of a successor to the Master Servicer hereunder, the Trustee, unless the Trustee shall is prohibited by law from so acting, shall, subject to Section 3.05 hereof, act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor master servicer out of payments on the Mortgage Loans as it and such successor master servicer shall agree; provided, however, that the provisions of Section 7.06 shall apply, the no such compensation shall not be in excess of that which the compensation permitted the Master Servicer would have been entitled to if the Master Servicer had continued to act hereunder, and that such successor shall undertake and assume the obligations of the Trustee to pay compensation to any third Person acting as an agent or independent contractor in the performance of master servicing responsibilities hereunder. The Trustee and such successor master servicer shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Neither the Trustee nor any other successor master servicer shall be deemed to be in default hereunder by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the failure of the Master Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. Any successor master servicer as Master Servicer shall give notice to the Servicers of such change of master servicer and shall, during the term of its service as master servicer maintain in force the policy or policies that the Master Servicer is required to maintain pursuant to Section 3.11. The Trustee or successor master servicer shall be entitled to be reimbursed from the Master Servicer for all costs associated with the transfer of master servicing from the predecessor master servicer, including, without limitation, any costs or expenses (including but not limited to personnel time) associated with the complete transfer of all master servicing data and the completion, correction or manipulation of such master servicing data as may be required by the Trustee or successor master servicer to correct any errors or insufficiencies in the master servicing data or otherwise to enable the Trustee or successor master servicer to master service the Mortgage Loans properly and effectively. If the Master Servicer does not pay such reimbursement within thirty (30) days of its receipt of an invoice therefor, such reimbursement shall be an expense of the Trust and the Trustee shall be entitled to withdraw such reimbursement from amounts on deposit in the Distribution Account pursuant to Section 3.10(b)(iv); provided that the Master Servicer shall reimburse the Trust for any such expense incurred by the Trust.

Trustee to Act; Appointment of Successor. (a) Upon the receipt by the Master Servicer of a notice of termination pursuant to Section 8.01 7.01 or an Opinion of Counsel rendered by Independent Counsel counsel pursuant to Section 7.05 6.05 to the effect that the Master Servicer is legally unable to act or to delegate its duties to a Person which is legally able to act, the Trustee shall automatically become the successor in all respects to the Master Servicer in its capacity under this Agreement and the transactions set forth or provided for herein and shall thereafter be subject to all the responsibilities, duties, liabilities and limitations on liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof; provided, however, that the Company shall have the right to either (a) immediately assume the duties of the Master Servicer or (b) select a successor Master Servicer; provided further, however, that the Trustee shall have no obligation whatsoever with respect to any liability (other than advances P&I Advances deemed recoverable and not previously made) incurred by the Master Servicer at or prior to the time of termination. As compensation therefor, but subject to Section 7.066.06, the Trustee shall be entitled to compensation which the Master Servicer would have been entitled to retain if the Master Servicer had continued to act hereunder, except for those amounts due the Master Servicer as reimbursement permitted under this Agreement for advances previously made or expenses previously incurred. Notwithstanding the above, the Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, appoint or petition a court of competent jurisdiction to appoint, any established housing and home finance institution which is a Xxxxxx Mae- or Xxxxxxx Mac-approved servicer, and with respect to a successor to the Master Servicer only, having a net worth of not less than $10,000,000, as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; provided, that the Trustee shall obtain a letter or other evidence from each Rating Agency that the ratings, if any, on each of the Certificates will not be lowered as a result of the selection of the successor to the Master Servicer. Pending appointment of a successor to the Master Servicer hereunder, the Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on the Mortgage Loans as it and such successor shall agree; provided, however, that the provisions of Section 7.06 6.06 shall apply, the compensation shall not be in excess of that which the Master Servicer would have been entitled to if the Master Servicer had continued to act hereunder, and that such successor shall undertake and assume the obligations of the Trustee to pay compensation to any third Person acting as an agent or independent contractor in the performance of master servicing responsibilities hereunder. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession.

Trustee to Act; Appointment of Successor. (a) Upon the receipt by the Master Servicer of a notice of termination pursuant to Section 8.01 or an Opinion of Independent Counsel pursuant to Section 7.05 to the effect that the Master Servicer is legally unable to act or to delegate its duties to a Person which is legally able to act, the Trustee shall automatically become the successor in all respects to the Master Servicer in its capacity under this Agreement and the transactions set forth or provided for herein and shall thereafter be subject to all the responsibilities, duties, liabilities and limitations on liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof; providedPROVIDED, however, that the Company shall have the right to either (a) immediately assume the duties of the Master Servicer or (b) select a successor Master Servicer; provided further, howeverHOWEVER, that the Trustee (i) shall be under no obligation to purchase any Mortgage Loan pursuant to Section 10.01; and (ii) shall have no obligation whatsoever with respect to any liability (other than advances deemed recoverable and not previously made) incurred by the Master Servicer at or prior to the time of terminationreceipt by the Master Servicer of such notice or by the Trustee of such Opinion of Independent Counsel. As compensation therefor, but subject to Section 7.06, the Trustee shall be entitled to compensation all funds relating to the Mortgage Loans which the Master Servicer would have been entitled to retain if the Master Servicer had continued to act hereunder, except for those amounts due the Master Servicer as reimbursement permitted under this Agreement for advances previously made or expenses previously incurred. Notwithstanding the above, the Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, appoint or petition a court of competent jurisdiction to appoint, any established housing and home finance institution which is a Xxxxxx Mae- or Xxxxxxx Mac-approved servicer, and with respect to a successor to the Master Servicer only, having a net worth of not less than $10,000,000, as the successor to the such Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; provided, that the Trustee shall obtain a letter from each Rating Agency that the ratings, if any, on each of the Certificates will not be lowered as a result of the selection of the successor to the Master Servicer. Pending appointment of a successor to the Master Servicer hereunder, the Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on the Mortgage Loans as it and such successor shall agree; providedPROVIDED, howeverHOWEVER, that the provisions of Section 7.06 shall apply, the no such compensation shall not be in excess of that which permitted the Master Servicer would have been entitled to if the Master Servicer had continued to act hereunderTrustee under this Subsection 8.02(a), and that such successor shall undertake and assume the obligations of the Trustee to pay compensation to any third Person acting as an agent or independent contractor in the performance of master servicing responsibilities hereunder. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession.

Trustee to Act; Appointment of Successor. (a) Upon the receipt by the Master Servicer of a notice of termination pursuant to Section 8.01 or an Opinion of Independent Counsel pursuant to Section 7.05 to the effect that the Master Servicer is legally unable to act or to delegate its duties to a Person which is legally able to act, the Trustee shall automatically become the successor in all respects to the Master Servicer in its capacity under this Agreement and the transactions set forth or provided for herein and shall thereafter be subject to all the responsibilities, duties, liabilities and limitations on liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof; provided, however, that the Company shall have the right to either (a) immediately assume the duties of the Master Servicer or (b) select a successor Master Servicer; provided further, however, that the Trustee shall have no obligation whatsoever with respect to any liability (other than advances deemed recoverable and not previously made) incurred by the Master Servicer at or prior to the time of termination. As compensation therefor, but subject to Section 7.06, the Trustee shall be entitled to compensation which the Master Servicer would have been entitled to retain if the Master Servicer had continued to act hereunder, except for those amounts due the Master Servicer as reimbursement permitted under this Agreement for advances previously made or expenses previously incurred. Notwithstanding the above, the Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, appoint or petition a court of competent jurisdiction to appoint, any established housing and home finance institution which is a Xxxxxx Fannie Mae- or Xxxxxxx Freddie Mac-approved servicer, and with respect to a successor to the Master xx x xuccessor tx xxx Xaster Servicer only, having a net worth of not less than $10,000,000, as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; provided, that the Trustee shall obtain a letter from each Rating Agency that the ratings, if any, on each of the Certificates will not be lowered as a result of the selection of the successor to the Master Servicer. Pending appointment of a successor to the Master Servicer hereunder, the Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on the Mortgage Loans as it and such successor shall agree; provided, however, that the provisions of Section 7.06 shall apply, the compensation shall not be in excess of that which the Master Servicer would have been entitled to if the Master Servicer had continued to act hereunder, and that such successor shall undertake and assume the obligations of the Trustee to pay compensation to any third Person acting as an agent or independent contractor in the performance of master servicing responsibilities hereunder. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession.

Trustee to Act; Appointment of Successor. (a) Upon the receipt by the Master Servicer of a notice of termination pursuant to Section 8.01 or an Opinion of Independent Counsel pursuant to Section 7.05 to the effect that the Master Servicer is legally unable to act or to delegate its duties to a Person which is legally able to act, the Trustee shall automatically become the successor in all respects to the Master Servicer in its capacity under this Agreement and the transactions set forth or provided for herein and shall thereafter be subject to all the responsibilities, duties, liabilities and limitations on liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof; provided, however, that the Company shall have the right to either (a) immediately assume the duties of the Master Servicer or (b) select a successor Master Servicer; provided further, however, that the Trustee shall have no obligation whatsoever with respect to any liability (other than advances deemed recoverable and not previously made) incurred by the Master Servicer at or prior to the time of termination. As compensation therefor, but subject to Section 7.06, the Trustee shall be entitled to compensation which the Master Servicer would have been entitled to retain if the Master Servicer had continued to act hereunder, except for those amounts due the Master Servicer as reimbursement permitted under this Agreement for advances previously made or expenses previously incurred. Notwithstanding the above, the Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, appoint or petition a court of competent jurisdiction to appoint, any established housing and home finance institution which is a Xxxxxx Mae- or Xxxxxxx MacFannie Mxx- xx Freddie Xxx-approved xxxroved servicer, and with respect to a successor to the Master Servicer only, having a net worth of not less than $10,000,000, as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; provided, that the Trustee shall obtain a letter from each Rating Agency that the ratings, if any, on each of the Certificates will not be lowered as a result of the selection of the successor to the Master Servicer. Pending appointment of a successor to the Master Servicer hereunder, the Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on the Mortgage Loans as it and such successor shall agree; provided, however, that the provisions of Section 7.06 shall apply, the compensation shall not be in excess of that which the Master Servicer would have been entitled to if the Master Servicer had continued to act hereunder, and that such successor shall undertake and assume the obligations of the Trustee to pay compensation to any third Person acting as an agent or independent contractor in the performance of master servicing responsibilities hereunder. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession.

Trustee to Act; Appointment of Successor. (a) Upon On and after the receipt by time the Master Servicer of receives a notice of termination pursuant to Section 8.01 or an Opinion of Independent Counsel pursuant to Section 7.05 to the effect that the Master Servicer is legally unable to act or to delegate its duties to a Person which is legally able to act, 9.01 hereof the Trustee shall automatically become the successor in all respects to the Master Servicer in its capacity under this Agreement and with respect to the transactions set forth or provided for herein and after a transition period (not to exceed 90 days), shall thereafter be subject to all the responsibilities, duties, liabilities duties and limitations on liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof; providedhereof and applicable law including, howeverif applicable, that the Company shall have obligation to make Advances pursuant to Article VI except as otherwise provided herein. Effective on the right to either (a) immediately assume the duties date of the Master Servicer or (b) select a successor Master Servicer; provided further, however, that the Trustee shall have no obligation whatsoever with respect to any liability (other than advances deemed recoverable and not previously made) incurred by the Master Servicer at or prior to the time such notice of termination. As , as compensation therefor, but subject to Section 7.06, the Trustee shall be entitled to compensation which all fees, costs and expenses relating to the Mortgage Loans that the Master Servicer would have been entitled to retain if the Master Servicer it had continued to act hereunder, except provided, however, that the Trustee shall not be (i) liable for those amounts due any acts or omissions of the Master Servicer, (ii) obligated to make Advances if it is prohibited from doing so under applicable law, (iii) responsible for expenses of the Master Servicer as reimbursement permitted under this Agreement for advances previously made pursuant to Section 2.03 or expenses previously incurred(iv) obligated to deposit losses on any Permitted Investment directed by the Master Servicer. Notwithstanding the aboveforegoing, the Trustee may, if it shall be unwilling to so to act, or shall, if it is legally prohibited by applicable law from making Advances pursuant to Article VI or if it is otherwise unable to so to act, appoint appoint, or petition a court of competent jurisdiction to appoint, any established housing and home finance mortgage loan servicing institution the appointment of which is a Xxxxxx Mae- or Xxxxxxx Mac-approved servicer, and with respect to a successor to does not adversely affect the Master Servicer only, having a net worth then current rating of not less than $10,000,000, the Certificates by each Rating Agency as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; provided. Any Successor Master Servicer shall (i) be an institution that is a Fannie Mae and Fredxxx Xxc approvex xxxxxr/servicer in good standing, that has a net worth of at least $15,000,000 and (ii) be willing to act as successor servicer of any Mortgage Loans under this Agreement or the National City Servicing Agreement with respect to which the Company or the original Servicer has been terminated as servicer, and shall have executed and delivered to the Depositor and the Trustee shall obtain an agreement accepting such delegation and assignment, that contains an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of the Master Servicer (other than any liabilities of the Master Servicer hereof incurred prior to termination of the Master Servicer under Section 9.01 or as otherwise set forth herein), with like effect as if originally named as a letter from party to this Agreement, provided that each Rating Agency shall have acknowledged in writing that the ratings, if any, on each its rating of the Certificates in effect immediately prior to such assignment and delegation will not be lowered qualified or reduced as a result of such assignment and delegation. If the selection Trustee assumes the duties and responsibilities of the successor to Master Servicer in accordance with this Section 9.02, the Trustee shall not resign as Master ServicerServicer until a Successor Master Servicer has been appointed and has accepted such appointment. Pending appointment of a successor to the Master Servicer hereunder, the Trustee, unless the Trustee shall is prohibited by law from so acting, shall, subject to Section 4.04 hereof, act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on the Mortgage Loans or otherwise as it and such successor shall agree; provided, however, provided that the provisions of Section 7.06 shall apply, the no such compensation shall not be in excess of that which permitted the Master Servicer would have been entitled to if the Master Servicer had continued to act hereunder, and that such successor shall undertake and assume the obligations of the Trustee to pay compensation to any third Person acting as an agent or independent contractor in the performance of master servicing responsibilities hereunder. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Neither the Trustee nor any other Successor Master Servicer shall be deemed to be in default hereunder by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the failure of the Master Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. The costs and expenses of the Trustee in connection with the termination of the Master Servicer, appointment of a Successor Master Servicer and, if applicable, any transfer of servicing, including, without limitation, all costs and 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 or the Successor Master Servicer to service the related Mortgage Loans properly and effectively, to the extent not paid by the terminated Master Servicer, shall be payable to the Trustee pursuant to Section 10.05. Any successor to the Master Servicer as successor servicer under any Subservicing Agreement shall give notice to the applicable Mortgagors of such change of servicer and shall, during the term of its service as successor servicer maintain in force the policy or policies that the Master Servicer is required to maintain pursuant to Section 4.04.

Trustee to Act; Appointment of Successor. (a) Upon On and after the receipt by time the Master Servicer of receives a notice of termination pursuant to Section 8.01 7.01 or an Opinion of Independent Counsel pursuant to Section 7.05 to the effect that the Master Servicer is legally unable to act or to delegate its duties to a Person which is legally able to act7.02 hereof, the Trustee shall automatically become shall, to the extent provided in Section 3.04, be the successor in all respects to the Master Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall thereafter be subject to all the responsibilities, duties, liabilities duties and limitations on liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof; provided, however, that hereof and applicable law including the Company shall have the right obligation to either (a) immediately assume the duties of the Master Servicer or (b) select a successor Master Servicer; provided further, however, that the Trustee shall have no obligation whatsoever with respect make advances pursuant to any liability (other than advances deemed recoverable and not previously made) incurred by the Master Servicer at or prior to the time of terminationSection 4.01. As compensation therefor, but subject to the last paragraph of Section 7.067.01 or 7.02, as applicable, the Trustee shall be entitled to all compensation which and reimbursement for costs and expenses that the Master Servicer would have been entitled to retain hereunder if the Master Servicer had continued to act hereunder, except for those amounts due the Master Servicer as reimbursement permitted under this Agreement for advances previously made or expenses previously incurred. Notwithstanding the aboveforegoing, if the Trustee has become the successor to the Servicer in accordance with Section 7.01 or 7.02 hereof, the Trustee may, if it shall be unwilling to so to act, or shall, if it is legally prohibited by applicable law from making Advances pursuant to Section 4.01 hereof or if it is otherwise unable to so to act, appoint appoint, or petition a court of competent jurisdiction to appoint, any established housing mortgage loan servicing institution the appointment of which successor shall be approved by the NIM Insurer and home finance institution which is a Xxxxxx Mae- or Xxxxxxx Mac-approved servicer, and with respect to a successor to does not adversely affect the Master Servicer only, having a net worth then current rating of not less than $10,000,000, the Certificates by each Rating Agency as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; provided. Any successor servicer shall be an institution that is acceptable to the NIM Insurer and is a Xxxxxx Xxx and Xxxxxxx Mac approved seller/servicer in good standing, that has a net worth of at least $15,000,000, and that is willing to service the Mortgage Loans and executes and delivers to the Depositor and the Trustee shall obtain an agreement accepting such delegation and assignment, that contains an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of the Servicer (other than liabilities of the Servicer under Section 6.03 hereof incurred prior to termination of the Servicer under Section 7.01 or 7.02), with like effect as if originally named as a letter from party to this Agreement; and provided further that each Rating Agency acknowledges that the ratings, if any, on each its rating of the Certificates in effect immediately prior to such assignment and delegation will not be lowered qualified or reduced as a result of the selection such assignment and delegation. No appointment of the a successor to the Master ServicerServicer hereunder shall be effective until the Trustee and the NIM Insurer shall have consented thereto, prior written consent of the NIM Insurer is obtained and written notice of such proposed appointment shall have been provided by the Trustee to each Certificateholder. The Trustee shall not resign as servicer until a successor servicer has been appointed and has accepted such appointment. Pending appointment of a successor to the Master Servicer hereunder, the Trustee, unless the Trustee shall is prohibited by law from so acting, shall, subject to Section 3.04 hereof, act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on the Mortgage Loans as it and such successor shall agree; provided, however, that the provisions of Section 7.06 shall apply, the no such compensation shall not be in excess of that which permitted the Master Servicer would have been entitled to if the Master Servicer had continued to act hereunder, and that such successor shall undertake and assume the obligations of the Trustee to pay compensation to any third Person acting as an agent or independent contractor in the performance of master servicing responsibilities hereunder. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Neither the Trustee nor any other successor servicer shall be deemed to be in default hereunder by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the failure of the Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. In the event that the Servicer shall for any reason no longer be the Servicer hereunder (including by reason of any Event of Default), notwithstanding anything to the contrary above, the Trustee and the Depositor hereby agree that within 10 Business Days or delivery to the Trustee by the Servicing Rights Pledgee of a letter signed by the Servicer whereby the Servicer shall resign as Servicer under this Agreement, the Servicing Rights Pledgee or its designee shall be appointed as successor servicer (provided that at the time of such appointment the Servicing Rights Pledgee or such designee meets the requirements of a successor servicer set forth above) and the Servicing Rights Pledgee agrees to be subject to the terms of this Agreement. Any successor to the Servicer as servicer shall give notice to the Mortgagors of such change of servicer and shall, during the term of its service as servicer maintain in force the policy or policies that the Servicer is required to maintain pursuant to Section 6.05.

Trustee to Act; Appointment of Successor. (a) Upon the receipt by the Master Servicer of a notice of termination pursuant to Section 8.01 or an Opinion of Independent Counsel pursuant to Section 7.05 to the effect that the Master Servicer is legally unable to act or to delegate its duties to a Person which is legally able to act, the Trustee shall automatically become the successor in all respects to the Master Servicer in its capacity under this Agreement and the transactions set forth or provided for herein and shall thereafter be subject to all the responsibilities, duties, liabilities and limitations on liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof; provided, however, it is understood and acknowledged by the parties hereto that there will be a period of transition (not to exceed 90 days) before the actual servicing functions can be fully transferred to the Trustee or any other successor Servicer; and provided, further, that the Company Trustee shall have the right to either (a) immediately assume the duties of the Master Servicer or (b) select a successor Master Servicer; provided further, however, that the Trustee shall have no obligation whatsoever with respect to any liability (other than advances deemed recoverable and not previously made) incurred by the Master Servicer at or prior to the time of termination. As compensation therefor, but subject to Section 7.06, the Trustee shall be entitled to compensation which the Master Servicer would have been entitled to retain if the Master Servicer had continued to act hereunder, except for those amounts due the Master Servicer as reimbursement permitted under this Agreement for advances previously made or expenses previously incurred. Notwithstanding the above, the Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, appoint or petition a court of competent jurisdiction to appoint, any established housing and home finance institution which is a Xxxxxx Mae- or Xxxxxxx Mac-approved servicerServicer, and with respect to a successor to the Master Servicer only, having a net worth of not less than $10,000,000, as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; provided, that the Trustee shall obtain a letter from each Rating Agency that the ratings, if any, on each of the Certificates will not be lowered as a result of the selection of the successor to the Master Servicer. Pending appointment of a successor to the Master Servicer hereunder, the Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on the Mortgage Loans as it and such successor shall agree; provided, however, that the provisions of Section 7.06 shall apply, the compensation shall not be in excess of that which the Master Servicer would have been entitled to if the Master Servicer had continued to act hereunder, and that such successor shall undertake and assume the obligations of the Trustee to pay compensation to any third Person acting as an agent or independent contractor in the performance of master servicing responsibilities hereunder. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession.. 153

Trustee to Act; Appointment of Successor. (a) Upon On and after the receipt by time the Master Servicer of receives a notice of termination pursuant to Section 8.01 or an Opinion of Independent Counsel pursuant to Section 7.05 to the effect that the Master Servicer is legally unable to act or to delegate its duties to a Person which is legally able to act, 9.01 hereof the Trustee shall automatically become the successor in all respects to the Master Servicer in its capacity under this Agreement and with respect to the transactions set forth or provided for herein and after a transition period (not to exceed 90 days), shall thereafter be subject to all the responsibilities, duties, liabilities duties and limitations on liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof; provided, howeverfurther, that however that, pursuant to Article VI hereof, the Company Trustee in its capacity as successor Master Servicer shall have be responsible for making any Advances required to be made by the right to either (a) Master Servicer immediately assume upon the duties termination of the Master Servicer or (b) select a successor and any such Advance shall be made on the Distribution Date on which such Advance was required to be made by the predecessor Master Servicer; provided further, however, that . Effective on the Trustee shall have no obligation whatsoever with respect to any liability (other than advances deemed recoverable and not previously made) incurred by the Master Servicer at or prior to the time date of such notice of termination. As , as compensation therefor, but subject to Section 7.06, the Trustee shall be entitled to compensation which all compensation, reimbursement of expenses and indemnification that the Master Servicer would have been entitled to retain if the Master Servicer it had continued to act hereunder, except provided, however, that the Trustee shall not be (i) liable for those amounts due any acts or omissions of the Master Servicer, (ii) obligated to make Advances if it is prohibited from doing so under applicable law, (iii) responsible for expenses of the Master Servicer as reimbursement permitted under this Agreement for advances previously made pursuant to Section 2.03 or expenses previously incurred(iv) obligated to deposit losses on any Permitted Investment directed by the 135 Master Servicer. Notwithstanding the aboveforegoing, the Trustee may, if it shall be unwilling to so to act, or shall, if it is legally prohibited by applicable law from making Advances pursuant to Article VI or if it is otherwise unable to so to act, appoint appoint, or petition a court of competent jurisdiction to appoint, any established housing and home finance mortgage loan servicing institution the appointment of which is a Xxxxxx Mae- or Xxxxxxx Mac-approved servicer, and with respect to a successor to does not adversely affect the Master Servicer only, having a net worth then current rating of not less than $10,000,000, the Certificates by each Rating Agency as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; provided. Any Successor Master Servicer shall (i) be an institution that is a Xxxxxx Xxx and Freddie Mac approved seller/servicer in good standing, that has a net worth of at least $15,000,000, (ii) be acceptable to the Trustee (which consent shall obtain not be unreasonably withheld) and (iii) be willing to act as successor servicer of any Mortgage Loans under this Agreement, and shall have executed and delivered to the Depositor and the Trustee an agreement accepting such delegation and assignment, that contains an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of the Master Servicer (other than any liabilities of the Master Servicer hereof incurred prior to termination of the Master Servicer under Section 9.01 or as otherwise set forth herein), with like effect as if originally named as a letter from party to this Agreement, provided that each Rating Agency shall have acknowledged in writing that the ratings, if any, on each its rating of the Certificates in effect immediately prior to such assignment and delegation will not be lowered qualified or reduced as a result of such assignment and delegation. If the selection Trustee assumes the duties and responsibilities of the successor to Master Servicer in accordance with this Section 9.02, the Trustee shall not resign as Master ServicerServicer until a Successor Master Servicer has been appointed and has accepted such appointment. Pending appointment of a successor to the Master Servicer hereunder, the Trustee, unless the Trustee shall is prohibited by law from so acting, shall, subject to Section 4.04 hereof, act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on the Mortgage Loans or otherwise as it and such successor shall agree; provided, however, provided that no such compensation unless agreed to by the provisions of Section 7.06 Certificateholders shall apply, the compensation shall not be in excess of that which permitted the Master Servicer would have been entitled to if the Master Servicer had continued to act hereunder, and that such successor shall undertake and assume the obligations of the Trustee to pay compensation to any third Person acting as an agent or independent contractor in the performance of master servicing responsibilities hereunder. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Neither the Trustee nor any other Successor Master Servicer shall be deemed to be in default hereunder by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the failure of the Master Servicer and the Securities Administrator to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. The costs and expenses of the Trustee in connection with the termination of the Master Servicer, appointment of a Successor Master Servicer and, if applicable, any transfer of servicing, including, without limitation, all costs and 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 or the Successor Master Servicer to service the related Mortgage Loans properly and effectively, to the extent not paid by the terminated Master Servicer, shall be payable to the Trustee pursuant to Section 10.05.

Trustee to Act; Appointment of Successor. (a) Upon Within 90 days of the receipt by time the Master Servicer of (and the Trustee, if notice is sent by the Holders) receives a notice of termination pursuant to Section 8.01 7.01 or an Opinion of Independent Counsel pursuant to Section 7.05 to the effect that the Master Servicer is legally unable to act or to delegate its duties to a Person which is legally able to act6.04, the Trustee (or such other successor Master Servicer as is approved in accordance with this Agreement) shall automatically become be the successor in all respects to the Master Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall thereafter be subject to all the responsibilities, duties, liabilities duties and limitations on liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof; providedhereof arising on and after its succession. Notwithstanding the foregoing, however, the parties hereto agree that the Company shall have Trustee, in its capacity as successor Master Servicer, immediately will assume all of the right to either (a) immediately assume the duties obligations of the Master Servicer or (b) select a to make advances. Notwithstanding the foregoing, the Trustee, in its capacity as successor Master Servicer; provided further, however, shall not be responsible for the lack of information and/or documents that the Trustee shall have no obligation whatsoever with respect to any liability (other than advances deemed recoverable and it cannot previously made) incurred by the Master Servicer at or prior to the time of terminationobtain through reasonable efforts. As compensation therefor, but subject to Section 7.06, the Trustee (or such other successor Master Servicer) shall be entitled to such compensation which as the Master Servicer would have been entitled to retain hereunder if the Master Servicer no such notice of termination had continued to act hereunder, except for those amounts due the Master Servicer as reimbursement permitted under this Agreement for advances previously made or expenses previously incurredbeen given. Notwithstanding the above, (i) if the Trustee may, is unwilling to act as successor Master Servicer or (ii) if it shall be unwilling so to act, or shall, if it the Trustee is legally unable so to act, the Trustee shall appoint or petition a court of competent jurisdiction to appoint, any established housing and home finance institution which is a Xxxxxx Mae- institution, bank or Xxxxxxx Mac-approved servicer, and with respect to a successor to the Master Servicer only, other mortgage loan or home equity loan servicer having a net worth of not less than $10,000,000, 50,000,000 as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; providedPROVIDED, that the Trustee appointment of any such successor Master Servicer shall obtain be approved by the NIMS Insurer (such approval not to be unreasonably withheld), as evidenced by the prior written consent of the NIMS Insurer, and will not result in the qualification, reduction or withdrawal of the ratings assigned to the Certificates by the Rating Agencies as evidenced by a letter to such effect from each the Rating Agency that the ratings, if any, on each of the Certificates will not be lowered as a result of the selection of the successor to the Master ServicerAgencies. Pending appointment of a successor to the Master Servicer hereunder, unless the Trustee is prohibited by law from so acting, the Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the successor shall be entitled to receive compensation of such successor out of payments on the Mortgage Loans in an amount equal to the compensation which the Master Servicer would otherwise have received pursuant to Section 3.18 (or such other compensation as it the Trustee and such successor shall agree; provided, however, that not to exceed the provisions Servicing Fee). The appointment of Section 7.06 shall apply, the compensation a successor Master Servicer shall not be in excess affect any liability of that which the predecessor Master Servicer would which may have been entitled arisen under this Agreement prior to if the its termination as Master Servicer had continued to act hereunderpay any deductible under an insurance policy pursuant to Section 3.14 or to indemnify the Trustee or the NIMS Insurer pursuant to Section 6.03), and that such nor shall any successor shall undertake and assume the obligations Master Servicer be liable for any acts or omissions of the Trustee to pay compensation to predecessor Master Servicer or for any third Person acting as an agent breach by such Master Servicer of any of its representations or independent contractor warranties contained herein or in the performance of master servicing responsibilities hereunderany related document or agreement. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to 128 effectuate any such succession. All Servicing Transfer Costs shall be paid by the predecessor Master Servicer upon presentation of reasonable documentation of such costs, and if such predecessor Master Servicer defaults in its obligation to pay such costs, such costs shall be paid by the successor Master Servicer or the Trustee (in which case the successor Master Servicer or the Trustee, as applicable, shall be entitled to reimbursement therefor from the assets of the Trust).

Trustee to Act; Appointment of Successor. (a) Upon On and after the receipt by time the Master Servicer of receives a notice of termination pursuant to Section 8.01 or an Opinion of Independent Counsel pursuant to Section 7.05 to the effect that the Master Servicer is legally unable to act or to delegate its duties to a Person which is legally able to act, 9.01 hereof the Trustee shall automatically become the successor in all respects to the Master Servicer in its capacity under this Agreement and with respect to the transactions set forth or provided for herein and after a transition period (not to exceed 90 days), shall thereafter be subject to all the responsibilities, duties, liabilities duties and limitations on liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof; provided, however, that the Company shall have the right to either (a) immediately assume the duties of the Master Servicer or (b) select a successor Master Servicer; provided provided, further, howeverhowever that, that pursuant to Article VI hereof, the Trustee in its capacity as successor Master Servicer shall have no obligation whatsoever with respect be responsible for making any Advances required to any liability (other than advances deemed recoverable and not previously made) incurred be made by the Master Servicer at or prior immediately upon the termination of the Master Servicer and any such Advance shall be made on the Distribution Date on which such Advance was required to be made by the time predecessor Master Servicer. Effective on the date of such notice of termination. As , as compensation therefor, but subject to Section 7.06, the Trustee shall be entitled to compensation which all compensation, reimbursement of expenses and indemnifications that the Master Servicer would have been entitled to retain if the Master Servicer it had continued to act hereunder, except provided, however, that the Trustee shall not be (i) liable for those amounts due any acts or omissions of the Master Servicer, (ii) obligated to make Advances if it is prohibited from doing so under applicable law, (iii) responsible for expenses of the Master Servicer as reimbursement permitted under this Agreement for advances previously made pursuant to Section 2.03 or expenses previously incurred(iv) obligated to deposit losses on any Permitted Investment directed by the Master Servicer. Notwithstanding the aboveforegoing, the Trustee may, if it shall be unwilling to so to act, or shall, if it is legally prohibited by applicable law from making Advances pursuant to Article VI or if it is otherwise unable to so to act, appoint appoint, or petition a court of competent jurisdiction to appoint, any established housing and home finance mortgage loan servicing institution the appointment of which is a Xxxxxx Mae- or Xxxxxxx Mac-approved servicer, and with respect to a successor does not adversely affect the then current rating of the Certificates by each Rating Agency (determined without regard to the Master Servicer only, having a net worth of not less than $10,000,000, Class I-A-3 Policy or Class II-A Policy) as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; provided. Any Successor Master Servicer shall (i) be an institution that is a Fxxxxx Mae and Fxxxxxx Mac approved seller/servicer in good standing, that has a net worth of at least $15,000,000, (ii) be acceptable to the Certificate Insurers (which consent shall not be unreasonably withheld) and (iii) be willing to act as successor servicer of any Mortgage Loans under this Agreement or the related Servicing Agreement with respect to which the Company or the original Servicer has been terminated as servicer, and shall have executed and delivered to the Depositor, the Trustee shall obtain and the Certificate Insurers an agreement accepting such delegation and assignment, that contains an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of the Master Servicer (other than any liabilities of the Master Servicer hereof incurred prior to termination of the Master Servicer under Section 9.01 or as otherwise set forth herein), with like effect as if originally named as a letter from party to this Agreement, provided that each Rating Agency shall have acknowledged in writing that the ratings, if any, on each its rating of the Certificates in effect immediately prior to such assignment and delegation (determined without regard to the Class I-A-3 Policy or the Class II-A Policy) will not be lowered qualified or reduced as a result of such assignment and delegation. If the selection Trustee assumes the duties and responsibilities of the successor to Master Servicer in accordance with this Section 9.02, the Trustee shall not resign as Master ServicerServicer until a Successor Master Servicer has been appointed and has accepted such appointment. Pending appointment of a successor to the Master Servicer hereunder, the Trustee, unless the Trustee shall is prohibited by law from so acting, shall, subject to Section 4.04 hereof, act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on the Mortgage Loans or otherwise as it and such successor shall agree; provided, however, provided that no such compensation unless agreed to by the provisions of Section 7.06 Certificateholders shall apply, the compensation shall not be in excess of that which permitted the Master Servicer would have been entitled to if the Master Servicer had continued to act hereunder, and that such successor shall undertake and assume the obligations of the Trustee to pay compensation to any third Person acting as an agent or independent contractor in the performance of master servicing responsibilities hereunder. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Neither the Trustee nor any other Successor Master Servicer shall be deemed to be in default hereunder by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the failure of the Master Servicer and the Securities Administrator to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. The costs and expenses of the Trustee in connection with the termination of the Master Servicer, appointment of a Successor Master Servicer and, if applicable, any transfer of servicing, including, without limitation, all costs and 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 or the Successor Master Servicer to service the related Mortgage Loans properly and effectively, to the extent not paid by the terminated Master Servicer, shall be payable to the Trustee pursuant to Section 10.05. Any successor to the Master Servicer as successor servicer under any Subservicing Agreement shall give notice to the applicable Mortgagors of such change of servicer and shall, during the term of its service as successor servicer maintain in force the policy or policies that the Master Servicer is required to maintain pursuant to Section 4.04.

Trustee to Act; Appointment of Successor. (a) Upon the receipt by the Master Servicer of a notice of termination pursuant to Section 8.01 or an Opinion of Independent Counsel pursuant to Section 7.05 to the effect that the Master Servicer is legally unable to act or to delegate its duties to a Person which is legally able to act, the Trustee shall automatically become the successor in all respects to the Master Servicer in its capacity under this Agreement and the transactions set forth or provided for herein and shall thereafter be subject to all the responsibilities, duties, liabilities and limitations on liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof; providedPROVIDED, however, that the Company shall have the right to either (a) immediately assume the duties of the Master Servicer or (b) select a successor Master Servicer; provided further, howeverHOWEVER, that the Trustee (i) shall be under no obligation to purchase any Mortgage Loan pursuant to Section 10.01; and (ii) shall have no obligation whatsoever with respect to any liability (other than advances deemed recoverable and not previously made) incurred by the Master Servicer at or prior to the time of terminationreceipt by the Master Servicer of such notice or by the Trustee of such Opinion of Independent Counsel, including any liabilities associated with the Master Servicer's failure to modify its computer and any other systems in a manner such that the Master Servicer can service the Mortgage Loans in accordance with the terms of this Agreement on and after January 1, 2000. As compensation therefor, but subject to Section 7.06, the Trustee shall be entitled to compensation all funds relating to the Mortgage Loans which the Master Servicer would have been entitled to retain if the Master Servicer had continued to act hereunder, except for those amounts due the Master Servicer as reimbursement permitted under this Agreement for advances previously made or expenses previously incurred. Notwithstanding the above, the Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, appoint or petition a court of competent jurisdiction to appoint, any established housing and home finance institution which is a Xxxxxx Mae- Xxx- or Xxxxxxx Mac-approved servicer, and with respect to a successor to the Master Servicer only, having a net worth of not less than $10,000,000, as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; provided, that the Trustee shall obtain a letter from each Rating Agency that the ratings, if any, on each of the Certificates will not be lowered as a result of the selection of the successor to the Master Servicer. Pending appointment of a successor to the Master Servicer hereunder, the Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on the Mortgage Loans as it and such successor shall agree; providedPROVIDED, howeverHOWEVER, that the provisions of Section 7.06 shall apply, the no such compensation shall not be in excess of that which permitted the Master Servicer would have been entitled to if the Master Servicer had continued to act hereunderTrustee under this Subsection 8.02(a), and that such successor shall undertake and assume the obligations of the Trustee to pay compensation to any third Person acting as an agent or independent contractor in the performance of master servicing responsibilities hereunder. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession.

Trustee to Act; Appointment of Successor. (a) Upon On and after the receipt by time the Master Servicer of receives a notice of termination pursuant to Section 8.01 or an Opinion of Independent Counsel pursuant to Section 7.05 to the effect that the Master Servicer is legally unable to act or to delegate its duties to a Person which is legally able to act, 9.01 hereof the Trustee shall automatically become the successor in all respects to the Master Servicer in its capacity under this Agreement and with respect to the transactions set forth or provided for herein and after a transition period (not to exceed 90 days), shall thereafter be subject to all the responsibilities, duties, liabilities duties and limitations on liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof; provided, however, that the Company shall have the right to either (a) immediately assume the duties of the Master Servicer or (b) select a successor Master Servicer; provided provided, further, howeverhowever that, that pursuant to Article VI hereof, the Trustee in its capacity as successor Master Servicer shall have no obligation whatsoever with respect be responsible for making any Advances required to any liability (other than advances deemed recoverable and not previously made) incurred be made by the Master Servicer at or prior immediately upon the termination of the Master Servicer and any such Advance shall be made on the Distribution Date on which such Advance was required to be made by the time predecessor Master Servicer. Effective on the date of such notice of termination. As , as compensation therefor, but subject to Section 7.06, the Trustee shall be entitled to compensation which all compensation, reimbursement of expenses and indemnifications that the Master Servicer would have been entitled to retain if the Master Servicer it had continued to act hereunder, except provided, however, that the Trustee shall not be (i) liable for those amounts due any acts or omissions of the Master Servicer, (ii) obligated to make Advances if it is prohibited from doing so under applicable law, (iii) responsible for expenses of the Master Servicer as reimbursement permitted under this Agreement for advances previously made pursuant to Section 2.03 or expenses previously incurred(iv) obligated to deposit losses on any Permitted Investment directed by the Master Servicer. Notwithstanding the aboveforegoing, the Trustee may, if it shall be unwilling to so to act, or shall, if it is legally prohibited by applicable law from making Advances pursuant to Article VI or if it is otherwise unable to so to act, appoint appoint, or petition a court of competent jurisdiction to appoint, any established housing and home finance mortgage loan servicing institution the appointment of which is a Xxxxxx Mae- or Xxxxxxx Mac-approved servicer, and with respect to a successor does not adversely affect the then current rating of the Certificates by each Rating Agency (determined without regard to the Master Servicer only, having a net worth of not less than $10,000,000, Class A-5 Policy) as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; provided. Any Successor Master Servicer shall (i) be an institution that is a Xxxxxx Mae and Xxxxxxx Mac approved seller/servicer in good standing, that has a net worth of at least $15,000,000, (ii) be acceptable to the Class A-5 Insurer (which consent shall not be unreasonably withheld) and (iii) be willing to act as successor servicer of any Mortgage Loans under this Agreement or the related Servicing Agreement with respect to which the Company or the original Servicer has been terminated as servicer, and shall have executed and delivered to the Depositor, the Trustee shall obtain and the Class A-5 Insurer an agreement accepting such delegation and assignment, that contains an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of the Master Servicer (other than any liabilities of the Master Servicer hereof incurred prior to termination of the Master Servicer under Section 9.01 or as otherwise set forth herein), with like effect as if originally named as a letter from party to this Agreement, provided that each Rating Agency shall have acknowledged in writing that the ratings, if any, on each its rating of the Certificates in effect immediately prior to such assignment and delegation (determined without regard to the Class A-5 Policy) will not be lowered qualified or reduced as a result of such assignment and delegation. If the selection Trustee assumes the duties and responsibilities of the successor to Master Servicer in accordance with this Section 9.02, the Trustee shall not resign as Master ServicerServicer until a Successor Master Servicer has been appointed and has accepted such appointment. Pending appointment of a successor to the Master Servicer hereunder, the Trustee, unless the Trustee shall is prohibited by law from so acting, shall, subject to Section 4.04 hereof, act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on the Mortgage Loans or otherwise as it and such successor shall agree; provided, however, provided that no such compensation unless agreed to by the provisions of Section 7.06 Certificateholders shall apply, the compensation shall not be in excess of that which permitted the Master Servicer would have been entitled to if the Master Servicer had continued to act hereunder, and that such successor shall undertake and assume the obligations of the Trustee to pay compensation to any third Person acting as an agent or independent contractor in the performance of master servicing responsibilities hereunder. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Neither the Trustee nor any other Successor Master Servicer shall be deemed to be in default hereunder by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the failure of the Master Servicer and the Securities Administrator to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. The costs and expenses of the Trustee in connection with the termination of the Master Servicer, appointment of a Successor Master Servicer and, if applicable, any transfer of servicing, including, without limitation, all costs and 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 or the Successor Master Servicer to service the related Mortgage Loans properly and effectively, to the extent not paid by the terminated Master Servicer, shall be payable to the Trustee pursuant to Section 10.05. Any successor to the Master Servicer as successor servicer under any Subservicing Agreement shall give notice to the applicable Mortgagors of such change of servicer and shall, during the term of its service as successor servicer maintain in force the policy or policies that the Master Servicer is required to maintain pursuant to Section 4.04.

Trustee to Act; Appointment of Successor. (a) Upon the receipt by the Master Servicer of a notice of termination pursuant to Section 8.01 or an Opinion of Independent Counsel pursuant to Section 7.05 to the effect that the Master Servicer is legally unable to act or to delegate its duties to a Person which is legally able to act, the Trustee shall automatically become the successor in all respects to the Master Servicer in its capacity under this Agreement and the transactions set forth or provided for herein and shall thereafter be subject to all the responsibilities, duties, liabilities and limitations on liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof; provided, however, it is understood and acknowledged by the parties hereto that there will be a period of transition (not to exceed 90 days) before the actual servicing functions can be fully transferred to the Trustee or any other successor Servicer; and provided, further, that the Company Trustee shall have the right to either (a) immediately assume the duties of the Master Servicer or (b) select a successor Master Servicer; provided further, however, that the Trustee shall have no obligation whatsoever with respect to any liability (other than advances deemed recoverable and not previously made) incurred by the Master Servicer at or prior to the time of termination. As compensation therefor, but subject to Section 7.06, the Trustee shall be entitled to compensation which the Master Servicer would have been entitled to retain if the Master Servicer had continued to act hereunder, except for those amounts due the Master Servicer as reimbursement permitted under this Agreement for advances previously made or expenses previously incurred. Notwithstanding the above, the Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, appoint or petition a court of competent jurisdiction to appoint, any established housing and home finance institution which is a Xxxxxx Fxxxxx Mae- or Xxxxxxx Fxxxxxx Mac-approved servicerServicer, and with respect to a successor to the Master Servicer only, having a net worth of not less than $10,000,000, as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; provided, that the Trustee shall obtain a letter from each Rating Agency that the ratings, if any, on each of the Certificates will not be lowered as a result of the selection of the successor to the Master Servicer. Pending appointment of a successor to the Master Servicer hereunder, the Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on the Mortgage Loans as it and such successor shall agree; provided, however, that the provisions of Section 7.06 shall apply, the compensation shall not be in excess of that which the Master Servicer would have been entitled to if the Master Servicer had continued to act hereunder, and that such successor shall undertake and assume the obligations of the Trustee to pay compensation to any third Person acting as an agent or independent contractor in the performance of master servicing responsibilities hereunder. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession.

Trustee to Act; Appointment of Successor. (a) Upon On and after the receipt by time the Master Servicer of receives a notice of termination pursuant to Section 8.01 hereof or an Opinion of Independent Counsel resigns pursuant to Section 7.05 7.04 hereof, subject to the effect that the Master Servicer is legally unable to act or to delegate its duties to a Person which is legally able to actprovisions of Section 3.06 hereof, the Trustee shall automatically become be the successor in all respects to the Master Servicer in its capacity as servicer under this Agreement and with respect to the transactions set forth or provided for herein and shall thereafter be subject to all the responsibilities, duties, liabilities duties and limitations on liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof; provided, however, that the Company shall have the right to either (a) immediately assume the duties of the Master Servicer or (b) select a successor Master Servicer; provided further, however, that the Trustee shall not be deemed to have no obligation whatsoever with respect made any representation or warranty as to any liability (other than advances deemed recoverable and not previously made) incurred Mortgage Loan made by the Master Servicer at and shall not effect any repurchases or prior to the time substitutions of terminationany Mortgage Loan. As compensation therefor, but subject to Section 7.06, the Trustee shall be entitled to compensation which all funds relating to the Master Mortgage Loans that the Servicer would have been entitled to retain charge to the Custodial Account if the Master Servicer had continued to act hereunder, hereunder (except for those amounts due that the Master terminated Servicer as reimbursement permitted under this Agreement shall retain the right to be reimbursed for advances previously (including, without limitation, Monthly Advances) theretofore made or expenses previously incurredby the Servicer with respect to which it would be entitled to be reimbursed if it had not been so terminated as Servicer). Notwithstanding the aboveforegoing, if the Trustee has become the successor to the Servicer in accordance with this Section 8.02, the Trustee may, if it shall be unwilling to so to act, or shall, if it is legally unable to so act (exclusive of the obligations with respect to actMonthly Advances), appoint appoint, or petition a court of competent jurisdiction to appoint, any established housing and home finance institution mortgage loan servicing institution, the appointment of which is a Xxxxxx Mae- or Xxxxxxx Mac-approved servicer, and with respect to a successor to does not adversely affect the Master Servicer only, having a net worth then current rating of not less than $10,000,000the Certificates, as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; providedServicer, provided that the Trustee shall obtain a letter from each Rating Agency that the ratings, if any, on each of the Certificates will not be lowered as a result of the selection of the such successor to the Master Servicer shall not be deemed to have made any representation or warranty as to any Mortgage Loan made by the Servicer. Pending appointment of a successor to the Master Servicer hereunder, the Trustee, unless the Trustee is prohibited by law from so acting, shall act in such capacity as hereinabove providedprovided herein. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on the Mortgage Loans as it and such successor shall agree; provided, however, that the provisions of Section 7.06 shall apply, the no such compensation shall not be in excess of that which permitted the Master Servicer would have been entitled to if the Master Servicer had continued to act hereunder, and that such successor shall undertake and assume the obligations of the Trustee to pay compensation to any third Person acting as an agent or independent contractor in the performance of master servicing responsibilities hereunder. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Neither the Trustee nor any other successor servicer shall be deemed to be in default hereunder by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof caused by the failure of the Servicer to deliver, or any delay in delivering, cash, documents or records to it. The Servicer that has been terminated shall, at the request of the Trustee but at the expense of such Servicer, deliver to the assuming party all documents and records relating to each Sub-Servicing Agreement and the related Mortgage Loans and an accounting of amounts collected and held by it and otherwise use its best efforts to effect the orderly and efficient transfer of each Sub-Servicing Agreement to the assuming party. The Servicer shall cooperate with the Trustee and any successor servicer in effecting the termination of the Servicer's responsibilities and rights hereunder, including without limitation, the transfer to such successor for administration by it of all cash amounts which shall at the time be credited by the Servicer to the Custodial Account or thereafter received with respect to the Mortgage Loans. Neither the Trustee nor any other successor servicer shall be deemed to be in default hereunder by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof caused by (a) the failure of the Servicer to (i) deliver, or any delay in delivering, cash, documents or records to it, (ii) cooperate as required by this Agreement, or (iii) deliver the Mortgage Loan to the Trustee as required by this Agreement, or (b) restrictions imposed by any regulatory authority having jurisdiction over the Servicer. Any successor to the Servicer as servicer shall during the term of its service as servicer maintain in force the policy or policies that the Servicer is required to maintain pursuant to Section 3.11(b) hereof.

Trustee to Act; Appointment of Successor. (a) Upon Within 90 days of the receipt by time the Master Servicer of (and the Trustee, if notice is sent by the Holders) receives a notice of termination pursuant to Section 8.01 7.01 or an Opinion of Independent Counsel pursuant to Section 7.05 to the effect that the 6.04 or if a Master Servicer Extension Notice is legally unable to act not delivered or to delegate its duties to a Person which is legally able to actcontemplated by Section 7.01, the Trustee (or such other successor Master Servicer as is acceptable to the Certificate Insurer and approved in accordance with this Agreement) shall automatically become be the successor in all respects to the Master Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall thereafter be subject to all the responsibilities, duties, liabilities duties and limitations on liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof; providedhereof arising on and after its succession. Notwithstanding the foregoing, however, the parties hereto agree that the Company shall have Trustee, in its capacity as successor Master Servicer, immediately will assume all of the right to either (a) immediately assume the duties obligations of the Master Servicer or (b) select a to make advances. Notwithstanding the foregoing, the Trustee, in its capacity as successor Master Servicer; provided further, however, shall not be responsible for the lack of information and/or documents that the Trustee shall have no obligation whatsoever with respect to any liability (other than advances deemed recoverable and it cannot previously made) incurred by the Master Servicer at or prior to the time of terminationobtain through reasonable efforts. As compensation therefor, but subject to Section 7.06, the Trustee (or such other successor Master Servicer) shall be entitled to such compensation which as the Master Servicer would have been entitled to retain hereunder if the Master Servicer no such notice of termination had continued to act hereunder, except for those amounts due the Master Servicer as reimbursement permitted under this Agreement for advances previously made or expenses previously incurredbeen given. Notwithstanding the above, (i) if the Trustee may, is unwilling to act as successor Master Servicer or (ii) if it shall be unwilling so to act, or shall, if it the Trustee is legally unable so to act, the Certificate Insurer shall appoint a successor Master Servicer, and if the Certificate Insurer does not, the Trustee shall appoint or petition a court of competent jurisdiction to appoint, any established housing and home finance institution which is a Xxxxxx Mae- institution, bank or Xxxxxxx Mac-approved servicer, and with respect to a successor to the Master Servicer only, other mortgage loan or home equity loan servicer having a net worth of not less than $10,000,000, 50,000,000 as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; providedPROVIDED, that the Trustee appointment of any such successor Master Servicer shall obtain be acceptable to the Certificate Insurer, as evidenced by the Certificate Insurer's prior written consent which consent shall not be unreasonably withheld and, PROVIDED FURTHER, will not result in the qualification, reduction or withdrawal of the ratings assigned to the Certificates or the ratings that are in effect without taking into account the Policy by the Rating Agencies as evidenced by a letter to such effect from each the Rating Agency that the ratings, if any, on each of the Certificates will not be lowered as a result of the selection of the successor to the Master ServicerAgencies. Pending appointment of a successor to the Master Servicer hereunder, unless the Trustee is prohibited by law from so acting, the Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the successor shall be entitled to receive compensation of such successor out of payments on the Mortgage Loans in an amount equal to the compensation which 107 the Master Servicer would otherwise have received pursuant to Section 3.18 (or such other compensation as it the Trustee and such successor shall agree; provided, however, that not to exceed the provisions Servicing Fee). The appointment of Section 7.06 shall apply, the compensation a successor Master Servicer shall not be in excess affect any liability of that which the predecessor Master Servicer would which may have been entitled arisen under this Agreement prior to if the its termination as Master Servicer had continued to act hereunderpay any deductible under an insurance policy pursuant to Section 3.14 or to indemnify the Trustee pursuant to Section 3.06), and that such nor shall any successor shall undertake and assume the obligations Master Servicer be liable for any acts or omissions of the Trustee to pay compensation to predecessor Master Servicer or for any third Person acting as an agent breach by such Master Servicer of any of its representations or independent contractor warranties contained herein or in the performance of master servicing responsibilities hereunderany related document or agreement. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. All Servicing Transfer Costs shall be paid by the predecessor Master Servicer upon presentation of reasonable documentation of such costs, and if such predecessor Master Servicer defaults in its obligation to pay such costs, such costs shall be paid by the successor Master Servicer or the Trustee (in which case the successor Master Servicer or the Trustee, as applicable, shall be entitled to reimbursement therefor from the assets of the Trust).