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

Trustee to Act; Appointment of Successor. On and after the time a Servicer receives a notice of termination pursuant to Section 7.01 of this Agreement or the resignation of a Servicer pursuant to Section 6.04, the Trustee shall, subject to and to the extent provided herein, be the successor to the related Servicer, but only in its capacity as servicer under this Agreement, and not in any other, and the transactions set forth herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the related Servicer by the terms and provisions hereof and applicable law including the obligation to make Advances pursuant to Section 4.01. As compensation therefor, the Trustee shall be entitled to all funds relating to the Mortgage Loans that the related Servicer would have been entitled to charge to the Collection Account, provided that the terminated Servicer shall nonetheless be entitled to payment or reimbursement as provided in Section 3.08 to the extent that such payment or reimbursement relates to the period prior to termination of the related Servicer. Notwithstanding the foregoing, if the Trustee has become the successor to a Servicer in accordance with Section 7.01, the Trustee may, if it shall be unwilling to so act, or shall, if it is prohibited by applicable law from making Advances pursuant to 4.01 hereof, or if it is otherwise unable to so act, appoint, or petition a court of competent jurisdiction to appoint, any established mortgage loan servicing institution the appointment of which does not adversely affect the then current rating of the Certificates by each Rating Agency, as the successor to a Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of a Servicer hereunder. Any successor to a Servicer shall be an institution which is a Xxxxxx Mae or Xxxxxxx Mac approved seller/servicer for first and second loans in good standing, which has a net worth of at least $10,000,000, which is willing to service the related Mortgage Loans and which executes and delivers to the Depositor and the Trustee an agreement accepting such delegation and assignment, containing an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of the related Servicer (other than liabilities of the related Servicer under Section 6.03 hereof incurred prior to termination of the related Servicer under Section 7.01 hereunder), with like effect as if originally named as a party to this Agreement; provided that each Rating Agency acknowledges that its rating of the Certificates in effect immediately prior to such assignment and delegation will not be qualified, withdrawn or downgraded as a result of such assignment and delegation. Pending appointment of a successor to a Servicer hereunder, the Trustee, unless the Trustee is prohibited by law from so acting, shall, subject to the limitations described herein, act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on the related Mortgage Loans as it and such successor shall agree; provided, however, that no such compensation shall be in excess of the Servicing Fee. 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 related Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. In connection with the termination or resignation of any 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, in which case the predecessor Servicer shall cooperate with the successor Servicer in causing MERS to revise its records to reflect the transfer of servicing to the successor Servicer as necessary under MERS’ rules and regulations, or (ii) the predecessor Servicer shall cooperate with the successor Servicer 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. The predecessor Servicer shall file or cause to be filed any such assignment in the appropriate recording office. The predecessor Servicer shall bear any and all fees of MERS, costs of preparing any assignments of Mortgage, and fees and costs of filing any assignments of Mortgage that may be required under this subsection. Any successor to a 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 such Servicer is required to maintain pursuant to this Agreement.

Trustee to Act; Appointment of Successor. On and after the time a the Master Servicer receives a notice of termination pursuant to Section 7.01 of this Agreement or the resignation of a Servicer pursuant to Section 6.04hereof, the Trustee shall, subject to and to the extent provided hereinin Section 3.04, be the successor to the related Servicer, but only Master Servicer in its capacity as master servicer under this Agreement, and not in any other, Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the related Master Servicer by the terms and provisions hereof and applicable law including the obligation to make Advances pursuant to Section 4.01. As compensation therefor, the Trustee shall be entitled to all funds relating to the Mortgage Loans that the related Master Servicer would have been entitled to charge to the Collection Account, provided that Certificate Account or Distribution Account if the terminated Master Servicer shall nonetheless be entitled had continued to payment or reimbursement as provided in Section 3.08 to the extent that such payment or reimbursement relates to the period prior to termination of the related Serviceract hereunder. Notwithstanding the foregoing, if the Trustee has become the successor to a the Master Servicer in accordance with Section 7.017.01 hereof, the Trustee may, if it shall be unwilling to so act, or shall, if it is prohibited by applicable law from making Advances pursuant to Section 4.01 hereof, hereof or if it is otherwise unable to so act, appoint, or petition a court of competent jurisdiction to appoint, any established mortgage loan servicing institution the appointment of which does not adversely affect the then current rating of the Certificates Certificates, by each Rating Agency, Agency as the successor to a the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of a the Master Servicer hereunder. Any successor to a the Master Servicer shall be an institution which is a Xxxxxx Mae or Xxxxxxx Mac FNMA and FHLMC approved seller/servicer for first and second loans in good standing, which has a net worth of at least $10,000,00015,000,000, and which is willing to service the related Mortgage Loans and which executes and delivers to the Depositor and the Trustee an agreement accepting such delegation and assignment, containing which contains an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of the related Master Servicer (other than liabilities of the related Master Servicer under Section 6.03 hereof incurred prior to termination of the related Master Servicer under Section 7.01 hereunder7.01), with like effect as if originally named as a party to this Agreement; and provided further that each Rating Agency acknowledges that its rating of the Certificates in effect immediately prior to such assignment and delegation will not be qualified, withdrawn qualified or downgraded reduced as a result of such assignment and delegation. Pending appointment of a successor to a the Master Servicer hereunder, the Trustee, unless the Trustee is prohibited by law from so acting, shall, subject to the limitations described hereinSection 3.04 hereof, act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on the related Mortgage Loans as it and such successor shall agree; provided, however, that no such compensation shall be in excess of the Master Servicing FeeFee permitted the Master Servicer hereunder. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Neither the Trustee nor any other successor 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 related 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 any the Master Servicer hereunder, either (i) the successor servicerMaster 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, in which case or (ii) the predecessor Master Servicer shall cooperate with the successor Master Servicer in causing MERS to revise its records to reflect the transfer of servicing to the successor Servicer as necessary under MERS’ rules and regulations, or either (iix) the predecessor Servicer shall cooperate with the successor Servicer 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 ServicerMaster 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 predecessor successor Master Servicer shall bear any and all fees of MERS, costs of preparing any assignments of Mortgage, and fees and costs of filing any assignments of Mortgage that may cause such assignment to be required under this subsection. Any successor to a Servicer shall give notice delivered to the Mortgagors Trustee promptly upon receipt of the original with evidence of recording thereon or a copy certified by the public recording office in which such change of servicer and shall, during the term of its service as servicer, maintain in force the policy or policies that such Servicer is required to maintain pursuant to this Agreementassignment was recorded.

Trustee to Act; Appointment of Successor. On and after the time a the Master Servicer receives a notice of termination pursuant to Section 7.01 of this Agreement or the resignation of a Servicer pursuant to Section 6.047.01, the Trustee shall, subject to and to the extent provided hereinin Section 3.05, be the successor to the related Servicer, but only Master Servicer in its capacity as servicer Master Servicer under this Agreement, and not in any other, Agreement and the transactions set forth provided for herein and shall be subject to all the responsibilities, duties and liabilities (other than any liabilities incurred by the Master Servicer prior to its termination hereunder) relating thereto placed on the related Master Servicer by the terms and provisions hereof and applicable law law, including the obligation to make Advances pursuant to Section 4.01. As compensation therefor, the Trustee shall be entitled to all funds relating to the Mortgage Loans that the related Master Servicer would have been entitled to charge to the Collection Account, provided that Certificate Account or Distribution Account if the terminated Master Servicer shall nonetheless be entitled had continued to payment or reimbursement as provided in Section 3.08 to the extent that such payment or reimbursement relates to the period prior to termination of the related Serviceract hereunder. Notwithstanding the foregoing, if the Trustee has become the successor to a the Master Servicer in accordance with Section 7.01, the Trustee may, if it shall be unwilling to so act, or shall, if it is prohibited by applicable law from making Advances pursuant to Section 4.01 hereof, or if it is otherwise unable to so act, appoint, or petition a court of competent jurisdiction to appoint, any established mortgage loan servicing institution reasonably acceptable to the NIM Insurer (as evidenced by the prior written consent of the NIM Insurer), the appointment of which does not adversely affect the then current rating of the Certificates and the NIM Insurer guaranteed notes by each Rating Agency, as the successor to a the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities obligations of a the Master Servicer hereunder. Any successor to a the Master Servicer shall be an institution which that is a Xxxxxx Mae or Xxxxxxx Mac FNMA and FHLMC approved seller/servicer for first and second loans in good standing, which that has a net worth of at least $10,000,00015,000,000, which that is willing to service the related Mortgage Loans and which that executes and delivers to the Depositor and the Trustee an agreement accepting such delegation and assignment, containing an assumption by such Person it of the rights, powers, duties, responsibilities, rights and obligations and liabilities of the related Master Servicer (other than liabilities of the related Master Servicer under Section 6.03 hereof incurred prior to before termination of the related Master Servicer under Section 7.01 hereunder7.01), with like effect as if originally named as a party to this Agreement; provided provided, that each Rating Agency acknowledges that its rating of the Certificates in effect immediately prior to such before the assignment and delegation will not be qualified, withdrawn qualified or downgraded reduced as a result of such the assignment and delegation. Pending appointment of a successor to a the Master Servicer hereunder, the Trustee, unless the Trustee is prohibited by law from so acting, shall, subject to the limitations described hereinSection 3.05, act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such the successor out of payments on the related Mortgage Loans as it and such the successor shall agree; provided, however, that no . No such compensation shall be in excess of exceed the Master Servicing FeeFee Rate. The Trustee and such the successor shall take such any action, consistent with this Agreement, as shall be necessary to effectuate any such the succession. Neither the Trustee nor any other successor servicer Master Servicer shall be deemed to be in default by reason hereunder because of any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the failure of the related Master Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. The appointment of a successor Master Servicer shall not affect any liability of the predecessor Master Servicer that my have arisen under this Agreement before its termination as Master Servicer to pay any deductible under an insurance policy, to indemnify any person, or otherwise, nor shall any successor Master Servicer be liable for any acts or omissions of the predecessor Master Servicer or for any breach by the Master Servicer of any of its representations and warranties contained in this Agreement. In connection with the termination or resignation of any the Master Servicer hereunder, either (i) the successor servicerMaster 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, in which case or (ii) the predecessor Master Servicer shall cooperate with the successor Master Servicer in causing MERS to revise its records to reflect the transfer of servicing to the successor Servicer as necessary under MERS’ rules and regulations, or either (iix) the predecessor Servicer shall cooperate with the successor Servicer 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® MERS(R) System to the successor ServicerMaster Servicer or (y) in causing MERS to designate on the MERS(R) 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 predecessor successor Master Servicer shall bear any and all fees cause such assignment to be delivered to the Trustee promptly upon receipt of MERS, costs the original with evidence of preparing any assignments of Mortgage, and fees and costs of filing any assignments of Mortgage that may be required under this subsectionrecording thereon or a copy certified by the public recording office in which such assignment was recorded. Any successor to a the Master Servicer as Master Servicer shall give notice to of the Mortgagors of such change of servicer to the NIM Insurer and the Mortgagors and shall, during the term of its service as servicerMaster Servicer, maintain in force the policy or policies that such the Master Servicer is required to maintain pursuant to this AgreementSection 6.05.

Trustee to Act; Appointment of Successor. On and Within 90 days after the time Trustee gives, and a Servicer receives a notice of termination pursuant to Section 7.01 of this Agreement or the resignation of a Servicer pursuant to Section 6.047.01, the Trustee shall, subject to and to the extent provided hereinin Section 7.03, and subject to the rights of the Trustee to appoint a successor Servicer pursuant to this Section 7.02, be the successor to the related Servicer, but only such Servicer in its capacity as servicer under this Agreement, and not in any other, the related Servicing Agreement or comparable new agreement with the successor and the transactions set forth or provided for herein and in such Servicing Agreement and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the related such Servicer by the terms and provisions hereof thereof and applicable law including the obligation to make Monthly Advances or Servicing Advances pursuant to Section 4.01such Servicing Agreement (it being understood and agreed that if such Servicer fails to make an Advance, the Trustee as successor Servicer shall do so unless a determination has been made that such Advance would constitute a Nonrecoverable Monthly Advance or a Nonrecoverable Servicing Advance). As compensation therefor, the Trustee shall be entitled to all funds relating to the Mortgage Loans that the related such Servicer would have been entitled to charge to the Collection AccountAccount if such Servicer had continued to act under the related Servicing Agreement including, provided that if such Servicer was receiving the terminated Servicer shall nonetheless be entitled to payment or reimbursement Servicing Fee at the Servicing Fee Rate set forth in such Servicing Agreement (as provided set forth in Section 3.08 the Mortgage Loan Schedule with respect to the extent that related Mortgage Loans), such payment Servicing Fee and the income on investments or reimbursement relates gain related to the Collection Account. It is understood and acknowledged by the parties hereto that there will be a period prior to termination of transition before the related Servicertransfer of servicing obligations is fully effective. Notwithstanding the foregoing, if the Trustee has become will have a period (not to exceed 90 days) to complete the successor transfer of all servicing data and correct or manipulate such servicing data as may be required by the Trustee to a Servicer correct any errors or insufficiencies in the servicing data or otherwise enable the Trustee to service the Mortgage Loans in accordance with Section 7.01accepted servicing practices. Notwithstanding the foregoing, the Trustee may, if it shall be unwilling to so act, or shall, if it is prohibited by applicable law from making Monthly Advances and Servicing Advances pursuant to 4.01 hereofa servicing agreement, or if it is otherwise unable to so act, or, at the written request of Certificateholders entitled to a majority of the Voting Rights in the related Loan Group, appoint, or petition a court of competent jurisdiction to appoint, any established mortgage loan servicing institution the appointment of which does not adversely affect the then current rating of the Certificates by each Rating Agency, as the successor to a related Servicer hereunder under such Servicing Agreement in the assumption of all or any part of the responsibilities, duties or liabilities of such Servicer. No such appointment of a successor to a Servicer hereunderhereunder shall be effective until the Depositor shall have consented thereto. Any successor to a Servicer shall be an institution which is a Xxxxxx Fannie Mae or Xxxxxxx and Freddie Mac approved seller/servicer for first and second loans in good standing, which has a wxxxx xax x net worth of xxxxx xf at least $10,000,00025,000,000, which is willing to service the related Mortgage Loans and which executes and delivers to the Depositor and the Trustee an agreement accepting such delegation and assignment, containing an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of the related Servicer such terminated Servicer, (other than liabilities of the related such terminated Servicer under Section 6.03 hereof incurred prior to termination of the related such Servicer under Section 7.01 hereunder7.01), with like effect as if originally named as a party to this Agreement; provided provided, that each Rating Agency acknowledges that its rating of the Certificates in effect immediately prior to such assignment and delegation will not be qualifiedqualified or reduced, withdrawn or downgraded as a result of such assignment and delegation. Pending appointment of a successor to a Servicer hereunder, the Trustee, unless the Trustee is prohibited by law from so acting, shall, subject to the limitations described hereinthis Section 7.02, act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on the related Mortgage Loans as it it, the Depositor and such successor shall agree; provided, however, that no such compensation shall be in excess of the Servicing FeeFee Rate and amounts paid to such Servicer from investments. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Neither the Trustee nor any other successor servicer to a Servicer shall be deemed to be in default hereunder by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the failure of the related predecessor Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. In connection with the termination or resignation of any Servicer hereunder, either (i) the Any 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, in which case the predecessor Servicer shall cooperate with the successor Servicer in causing MERS to revise its records to reflect the transfer of servicing to the successor Servicer as necessary under MERS’ rules and regulations, or (ii) the predecessor Servicer shall cooperate with the successor Servicer 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. The predecessor Servicer shall file or cause to be filed any such assignment in the appropriate recording office. The predecessor Servicer shall bear any and all fees of MERS, costs of preparing any assignments of Mortgage, and fees and costs of filing any assignments of Mortgage that may be required under this subsection. Any successor to a Servicer shall give responsible for giving notice to the related Mortgagors of such change of servicer Servicer, in accordance with applicable federal and state law, and shall, during the term of its service as servicerServicer, maintain in force the policy or policies that such Servicer is required to maintain pursuant to this the related Servicing Agreement. In no event shall the Trustee be responsible for paying the costs and expenses of transferring the servicing of the Mortgage Loans.

Trustee to Act; Appointment of Successor. On and after the time a the Master Servicer receives a notice of termination pursuant to Section 7.01 of this Agreement or the resignation of a Servicer pursuant to Section 6.047.01, the Trustee shall, subject to and to the extent provided hereinin Section 3.05, be the successor to the related Servicer, but only Master Servicer in its capacity as servicer Master Servicer under this Agreement, and not in any other, Agreement and the transactions set forth provided for herein and shall be subject to all the responsibilities, duties and liabilities (other than any liabilities incurred by the Master Servicer prior to its termination hereunder) relating thereto placed on the related Master Servicer by the terms and provisions hereof and applicable law law, including the obligation to make Advances pursuant to Section 4.01. As compensation therefor, the Trustee shall be entitled to all funds relating to the Mortgage Loans that the related Master Servicer would have been entitled to charge to the Collection AccountCertificate Account or Distribution Account if the Master Servicer had continued to act hereunder, provided that including, if the terminated Master Servicer shall nonetheless be entitled to payment or reimbursement as provided in Section 3.08 to was receiving the extent that such payment or reimbursement relates to Servicing Fee, the period prior to termination of the related ServicerServicing Fee. Notwithstanding the foregoing, if the Trustee has become the successor to a the Master Servicer in accordance with Section 7.01, the Trustee may, if it shall be unwilling to so act, or shall, if it is prohibited by applicable law from making Advances pursuant to Section 4.01 hereof, or if it is otherwise unable to so act, appoint, or petition a court of competent jurisdiction to appoint, any established mortgage loan servicing institution reasonably acceptable to the NIM Insurer (as evidenced by the prior written consent of the NIM Insurer) the appointment of which does not adversely affect the then current rating of the Certificates and the NIM Insurer guaranteed notes by each Rating Agency, as the successor to a the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities obligations of a the Master Servicer hereunder. Any successor to a the Master Servicer shall be an institution which that is a Xxxxxx Mae or Xxxxxxx Mac FNMA and FHLMC approved seller/servicer for first and second loans in good standing, which that has a net worth of at least $10,000,00015,000,000, which that is willing to service the related Mortgage Loans Loans, and which that executes and delivers to the Depositor and the Trustee an agreement accepting such delegation and assignment, containing an assumption by such Person it of the rights, powers, duties, responsibilities, rights and obligations and liabilities of the related Master Servicer (other than liabilities of the related Master Servicer under Section 6.03 hereof incurred prior to before termination of the related Master Servicer under Section 7.01 hereunder7.01), with like effect as if originally named as a party to this Agreement; provided that each Rating Agency acknowledges that its rating of the Certificates in effect immediately prior to such before the assignment and delegation will not be qualifiedqualified or reduced, withdrawn or downgraded as a result of such the assignment and delegation. Pending appointment of a successor to a the Master Servicer hereunder, the Trustee, unless the Trustee is prohibited by law from so acting, shall, subject to the limitations described hereinSection 3.05, act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such the successor out of payments on the related Mortgage Loans as it and such the successor shall agree; provided, however, that no . No such compensation shall be in excess of exceed the Master Servicing Fee Rate plus, if the Master Servicer was receiving the Servicing Fee, the Servicing Fee Rate. The Trustee and such the successor shall take such any action, consistent with this Agreement, as shall be necessary to effectuate any such the succession. Neither the Trustee nor any other successor servicer Master Servicer shall be deemed to be in default by reason hereunder because of any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the failure of the related Master Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents documents, or records to it. The appointment of a successor Master Servicer shall not affect any liability of the predecessor Master Servicer that my have arisen under this Agreement before its termination as Master Servicer to pay any deductible under an insurance policy, to indemnify any person, or otherwise, nor shall any successor Master Servicer be liable for any acts or omissions of the predecessor Master Servicer or for any breach by the Master Servicer of any of its representations and warranties contained in this Agreement. In connection with the termination or resignation of any the Master Servicer hereunder, either (i) the successor servicerMaster 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, in which case or (ii) the predecessor Master Servicer shall cooperate with the successor Master Servicer in causing MERS to revise its records to reflect the transfer of servicing to the successor Servicer as necessary under MERS’ rules and regulations, or either (iix) the predecessor Servicer shall cooperate with the successor Servicer 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® MERS(R) System to the successor ServicerMaster Servicer or (y) in causing MERS to designate on the MERS(R) 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 predecessor successor Master Servicer shall bear any and all fees cause such assignment to be delivered to the Trustee promptly upon receipt of MERS, costs the original with evidence of preparing any assignments of Mortgage, and fees and costs of filing any assignments of Mortgage that may be required under this subsectionrecording thereon or a copy certified by the public recording office in which such assignment was recorded. Any successor to a the Master Servicer as Master Servicer shall give notice to the NIM Insurer and the Mortgagors of such the change of servicer and shall, during the term of its service as servicerMaster Servicer, maintain in force the policy or policies that such the Master Servicer is required to maintain pursuant to this AgreementSection 6.05.

Trustee to Act; Appointment of Successor. On and after the time a the Master Servicer receives a notice of termination pursuant to Section 7.01 of this Agreement or the resignation of a Servicer pursuant to Section 6.047.01, the Trustee shall, subject to and to the extent provided hereinin Section 3.05, be the successor to the related Servicer, but only Master Servicer in its capacity as servicer Master Servicer under this Agreement, and not in any other, Agreement and the transactions set forth provided for herein and shall be subject to all the responsibilities, duties and liabilities obligations relating thereto placed on the related Master Servicer by the terms and provisions hereof and applicable law law, including the obligation to make Advances pursuant to Section 4.01. As compensation therefor, the Trustee shall be entitled to all funds relating to the Mortgage Loans that the related Master Servicer would have been entitled to charge to the Collection AccountCertificate Account or Distribution Account if the Master Servicer had continued to act hereunder, provided that including, if the terminated Master Servicer shall nonetheless be entitled to payment or reimbursement as provided in Section 3.08 to was receiving the extent that such payment or reimbursement relates to Servicing Fee, the period prior to termination of the related ServicerServicing Fee. Notwithstanding the foregoing, if the Trustee has become the successor to a the Master Servicer in accordance with Section 7.01, the Trustee may, if it shall be unwilling to so act, or shall, if it is prohibited by applicable law from making Advances pursuant to Section 4.01 hereof, or if it is otherwise unable to so act, appoint, or petition a court of competent jurisdiction to appoint, any established mortgage loan servicing institution reasonably acceptable to the NIM Insurer (as evidenced by the prior written consent of the NIM Insurer) the appointment of which does not adversely affect the then current rating of the Certificates and the NIM Insurer guaranteed notes by each Rating Agency, as the successor to a the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities obligations of a the Master Servicer hereunder. Any successor to a the Master Servicer shall be an institution which that is a Xxxxxx Mae or Xxxxxxx Mac FNMA and FHLMC approved seller/servicer for first and second loans in good standing, which that has a net worth of at least $10,000,00015,000,000, which that is willing to service the related Mortgage Loans Loans, and which that executes and delivers to the Depositor and the Trustee an agreement accepting such delegation and assignment, containing an assumption by such Person it of the rights, powers, duties, responsibilities, rights and obligations and liabilities of the related Master Servicer (other than liabilities of the related Master Servicer under Section 6.03 hereof incurred prior to before termination of the related Master Servicer under Section 7.01 hereunder7.01), with like effect as if originally named as a party to this Agreement; provided that each Rating Agency acknowledges that its rating of the Certificates in effect immediately prior to such before the assignment and delegation will not be qualifiedqualified or reduced, withdrawn or downgraded as a result of such the assignment and delegation. Pending appointment of a successor to a the Master Servicer hereunder, the Trustee, unless the Trustee is prohibited by law from so acting, shall, subject to the limitations described hereinSection 3.05, act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such the successor out of payments on the related Mortgage Loans as it and such the successor shall agree; provided, however, that no . No such compensation shall be in excess of exceed the Master Servicing Fee Rate plus, if the Master Servicer was receiving the Servicing Fee, the Servicing Fee Rate. The Trustee and such the successor shall take such any action, consistent with this Agreement, as shall be necessary to effectuate any such the succession. Neither the Trustee nor any other successor servicer Master Servicer shall be deemed to be in default by reason hereunder because of any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the failure of the related Master Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents documents, or records to it. In connection with The appointment of a successor Master Servicer shall not affect any liability of the predecessor Master Servicer that my have arisen under this Agreement before its termination as Master Servicer to pay any deductible under an insurance policy, to indemnify any person, or resignation otherwise, nor shall any successor Master Servicer be liable for any acts or omissions of the predecessor Master Servicer or for any breach by the Master Servicer of any Servicer hereunder, either (i) the successor servicer, including the Trustee if the Trustee is acting as successor Servicer, shall represent of its representations and warrant that it is a member of MERS warranties contained in good standing and shall agree to comply in all material respects with the rules and procedures of MERS in connection with the servicing of the Mortgage Loans that are registered with MERS, in which case the predecessor Servicer shall cooperate with the successor Servicer in causing MERS to revise its records to reflect the transfer of servicing to the successor Servicer as necessary under MERS’ rules and regulations, or (ii) the predecessor Servicer shall cooperate with the successor Servicer 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. The predecessor Servicer shall file or cause to be filed any such assignment in the appropriate recording office. The predecessor Servicer shall bear any and all fees of MERS, costs of preparing any assignments of Mortgage, and fees and costs of filing any assignments of Mortgage that may be required under this subsectionAgreement. Any successor to a the Master Servicer as Master Servicer shall give notice to the NIM Insurer and the Mortgagors of such the change of servicer and shall, during the term of its service as servicerMaster Servicer, maintain in force the policy or policies that such the Master Servicer is required to maintain pursuant to this AgreementSection 6.05.

Trustee to Act; Appointment of Successor. On and after the time a the Servicer receives a notice of termination pursuant to Section 7.01 of this Agreement Agreement, the Trustee or the resignation of a Servicer successor servicer appointed pursuant to Section 6.04, the Trustee shall7.01, subject to and to the extent provided herein, either shall be the successor to the related Servicer, but only in its capacity as servicer under this Agreement, Agreement and not in any other, and the transactions set forth herein or shall appoint a successor servicer, and in either event such successor servicer shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the related Servicer by the terms and provisions hereof and applicable law including the obligation to make Advances pursuant to Section 4.01. As compensation therefor, the Trustee successor servicer shall be entitled to all funds relating to the related Mortgage Loans that the related terminated Servicer would have been entitled to charge to the a Collection Account, provided that the terminated Servicer shall nonetheless be entitled to payment or reimbursement as provided in Section 3.08 3.09(a) to the extent that such payment or reimbursement relates to the period prior to termination the completion of the related Servicertransfer of servicing to a successor servicer. Notwithstanding the foregoing, if the Trustee has become the successor to a the terminated Servicer in accordance with Section 7.01, the Trustee may, if it shall be unwilling to so act, or shall, if it is prohibited by applicable law from making Advances pursuant to 4.01 hereof, or if it is otherwise unable to so act, appoint, or petition a court of competent jurisdiction to appoint, any established mortgage loan servicing institution the appointment of which does not adversely affect the then current rating of the Certificates by each Rating Agency, as the successor to a the terminated Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of a the Servicer hereunder. Any successor to a the Servicer shall be an institution which is a Xxxxxx Mae FNMA or Xxxxxxx Mac FHLMC approved seller/servicer for first and second loans in good standing, which has a net worth of at least $10,000,000, which is willing to service the related Mortgage Loans and which executes and delivers to the Depositor and the Trustee an agreement accepting such delegation and assignment, containing an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of the related Servicer (other than liabilities of the related Servicer under Section 6.03 hereof incurred prior to termination of the related Servicer under Section 7.01 hereunder), with like effect as if originally named as a party to this Agreement; provided that each Rating Agency acknowledges that its rating of the Certificates in effect immediately prior to such assignment and delegation will not be qualified, withdrawn qualified or downgraded reduced as a result of such assignment and delegation. Any successor servicer appointed by DLJMC shall be rated as a servicer of subprime mortgage loans as “average” (or its equivalent) or better by each Rating Agency that maintains a servicer rating system. Pending appointment of a successor to a the Servicer hereunder, the Trustee, Trustee or other successor servicer unless the Trustee such entity is prohibited by law from so acting, shall, subject to the limitations described herein, act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on the related Mortgage Loans as it and such successor shall agree; provided, however, that no such compensation shall be in excess of the Servicing Feea servicing fee rate of 0.50% per annum. 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 related 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 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 any the Servicer hereunder, either (i) the successor servicerServicer, including the Trustee if the Trustee is acting as successor Servicer, shall represent and warrant that it is a member of MERS in good standing and shall agree to comply in all material respects with the rules and procedures of MERS in connection with the servicing of the Mortgage Loans that are registered with MERS, in which case or (ii) the predecessor Servicer Servicer, at its sole expense, shall cooperate with the successor Servicer in causing MERS to revise its records to reflect the transfer of servicing to the successor Servicer as necessary under MERS’ rules and regulations, or either (iix) the predecessor Servicer shall cooperate with the successor Servicer in causing MERS to execute and deliver an assignment Assignment of Mortgage in recordable form to transfer the Mortgage from MERS to the Trustee and to execute and deliver such other notices, documents and other instruments as may be necessary or desirable to effect a transfer of such Mortgage Loan or servicing of such Mortgage Loan on the MERS® System to the successor Servicer or (y) in causing MERS to designate on the MERS® System the successor Servicer as the servicer of such Mortgage Loan (at the cost and expense of the successor Servicer to the extent such costs relate to the qualification of such successor Servicer as a member of MERS, otherwise at the cost and expense of the predecessor Servicer). The predecessor Servicer shall file or cause to be filed any such assignment in the appropriate recording office. The predecessor successor Servicer shall bear any and all fees of MERS, costs of preparing any assignments of Mortgage, and fees and costs of filing any assignments of Mortgage that may cause such assignment to be required under this subsection. Any successor to a Servicer shall give notice delivered to the Mortgagors Trustee promptly upon receipt of the original with evidence of recording thereon or a copy certified by the public recording office in which such change of servicer and shall, during the term of its service as servicer, maintain in force the policy or policies that such Servicer is required to maintain pursuant to this Agreementassignment was recorded.

Trustee to Act; Appointment of Successor. On and after the time a the Master Servicer receives a notice of termination pursuant to Section 7.01 of this Agreement or the resignation of a Servicer pursuant to Section 6.04hereof, the Trustee shall, subject to and to the extent provided hereinin Section 3.05, be the successor to the related Servicer, but only Master Servicer in its capacity as servicer Master Servicer under this Agreement, and not in any other, Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties duties, liabilities and limitations on liabilities relating thereto placed on the related Master Servicer by the terms and provisions hereof and applicable law including the obligation to make Advances pursuant to Section 4.01. As compensation therefor, the Trustee shall be entitled to investment income on all funds relating to which the Mortgage Loans that the related Master Servicer would have been entitled to charge to in the Collection Account, provided that Account or Distribution Account if the terminated Master Servicer shall nonetheless be entitled had continued to payment or reimbursement as provided in Section 3.08 to the extent that such payment or reimbursement relates to the period prior to termination of the related Serviceract hereunder. Notwithstanding the foregoing, if the Trustee has become the successor to a the Master Servicer in accordance with Section 7.017.01 hereof, the Trustee may, if it shall be unwilling to so act, or shall, if it is prohibited by applicable law from making Advances pursuant to Section 4.01 hereof, hereof or if it is otherwise unable to so act, 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 mortgage loan servicing institution the appointment of which does not adversely affect the then current rating of the Certificates by each Rating Agency, Agency as the successor to a the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of a the Master Servicer hereunder. Any successor to a the Master Servicer shall be an institution which is a Xxxxxx Mae or and Xxxxxxx Mac approved seller/servicer for first and second loans in good standing, which has a net worth of at least $10,000,00015,000,000, and which is willing to master service the related Mortgage Loans and which executes and delivers to the Depositor and the Trustee an agreement accepting such delegation and assignment, containing which contains an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of the related Master Servicer (other than liabilities of the related Master Servicer under Section 6.03 hereof incurred prior to termination of the related Master Servicer under Section 7.01 hereunder7.01), with like effect as if originally named as a party to this Agreement; and provided further that each Rating Agency acknowledges that its rating of the Certificates in effect immediately prior to such assignment and delegation will not be qualified, withdrawn qualified or downgraded reduced as a result of such assignment and delegation. Pending appointment of a successor to a the Master Servicer hereunder, the Trustee, unless the Trustee is prohibited by law from so acting, shall, subject to the limitations described hereinSection 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 related Mortgage Loans as it and such successor master servicer shall agree; provided, however, that no such compensation shall be in excess of the Servicing Feecompensation permitted the Master Servicer 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 related Master Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. In connection with the termination or resignation of any 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, in which case the predecessor Servicer shall cooperate with the successor Servicer in causing MERS to revise its records to reflect the transfer of servicing to the successor Servicer as necessary under MERS’ rules and regulations, or (ii) the predecessor Servicer shall cooperate with the successor Servicer 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. The predecessor Servicer shall file or cause to be filed any such assignment in the appropriate recording office. The predecessor Servicer shall bear any and all fees of MERS, costs of preparing any assignments of Mortgage, and fees and costs of filing any assignments of Mortgage that may be required under this subsection. Any successor to a master servicer as Master Servicer shall give notice to the Mortgagors Servicers of such change of master servicer and shall, during the term of its service as servicer, master servicer enforce the requirement of the Servicers to maintain in force the policy or policies that such Servicer is required to maintain pursuant to this AgreementSection 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 Issuing Entity and the Trustee shall be entitled to withdraw such reimbursement from amounts on deposit in the Distribution Account pursuant to Section 3.10(b)(iii); provided that the Master Servicer shall reimburse the Issuing Entity for any such expense incurred by the Issuing Entity.

Trustee to Act; Appointment of Successor. On and after the time a the Master Servicer receives a notice of termination pursuant to Section 7.01 of this Agreement or the resignation of a Servicer pursuant to Section 6.04hereof, the Trustee shall, subject to and to the extent provided hereinin Section 3.05, be the successor to the related Servicer, but only Master Servicer in its capacity as servicer Master Servicer under this Agreement, and not in any other, Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties duties, liabilities and limitations on liabilities relating thereto placed on the related Master Servicer by the terms and provisions hereof and applicable law including the obligation to make Advances pursuant to Section 4.01. As compensation therefor, the Trustee shall be entitled to investment income on all funds relating to which the Mortgage Loans that the related Master Servicer would have been entitled to charge to in the Collection Account, provided that Account or Distribution Account if the terminated Master Servicer shall nonetheless be entitled had continued to payment or reimbursement as provided in Section 3.08 to the extent that such payment or reimbursement relates to the period prior to termination of the related Serviceract hereunder. Notwithstanding the foregoing, if the Trustee has become the successor to a the Master Servicer in accordance with Section 7.017.01 hereof, the Trustee may, if it shall be unwilling to so act, or shall, if it is prohibited by applicable law from making Advances pursuant to Section 4.01 hereof, hereof or if it is otherwise unable to so act, 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 mortgage loan servicing institution the appointment of which does not adversely affect the then current rating of the Certificates by each Rating Agency, Agency as the successor to a the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of a the Master Servicer hereunder. Any successor to a the Master Servicer shall be an institution which is a Xxxxxx Mae or Xxx and Xxxxxxx Mac approved seller/servicer for first and second loans in good standing, which has a net worth of at least $10,000,00015,000,000, and which is willing to master service the related Mortgage Loans and which executes and delivers to the Depositor and the Trustee an agreement accepting such delegation and assignment, containing which contains an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of the related Master Servicer (other than liabilities of the related Master Servicer under Section 6.03 hereof incurred prior to termination of the related Master Servicer under Section 7.01 hereunder7.01), with like effect as if originally named as a party to this Agreement; provided that each Rating Agency acknowledges that its rating of the Certificates in effect immediately prior to such assignment and delegation will not be qualified, withdrawn qualified or downgraded reduced as a result of such assignment and delegation. Pending appointment of a successor to a the Master Servicer hereunder, the Trustee, unless the Trustee is prohibited by law from so acting, shall, subject to the limitations described hereinSection 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 related Mortgage Loans as it and such successor master servicer shall agree; provided, however, that no such compensation shall be in excess of the Servicing Feecompensation permitted the Master Servicer 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 related Master Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. In connection with the termination or resignation of any 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, in which case the predecessor Servicer shall cooperate with the successor Servicer in causing MERS to revise its records to reflect the transfer of servicing to the successor Servicer as necessary under MERS’ rules and regulations, or (ii) the predecessor Servicer shall cooperate with the successor Servicer 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. The predecessor Servicer shall file or cause to be filed any such assignment in the appropriate recording office. The predecessor Servicer shall bear any and all fees of MERS, costs of preparing any assignments of Mortgage, and fees and costs of filing any assignments of Mortgage that may be required under this subsection. Any successor to a master servicer as Master Servicer shall give notice to the Mortgagors Servicers of such change of master servicer and shall, during the term of its service as servicer, master servicer enforce the requirement of the Servicers to maintain in force the policy or policies that such Servicer is required to maintain pursuant to this AgreementSection 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 Issuing Entity and the Trustee shall be entitled to withdraw such reimbursement from amounts on deposit in the Distribution Account pursuant to Section 3.10(b)(iii); provided that the Master Servicer shall reimburse the Issuing Entity for any such expense incurred by the Issuing Entity.

Trustee to Act; Appointment of Successor. On and after the time a the Servicer receives a notice of termination pursuant to Section 7.01 of this Agreement or the resignation of a Servicer pursuant to Section 6.046.01 hereof, the Trustee Master Servicer shall, subject to when and to the extent provided hereinin Section 3.04, be the successor to the related Servicer, but only Servicer in its capacity as servicer under this Agreement, and not in any other, Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the related Servicer by the terms and provisions hereof and applicable law including the obligation to make Advances advances pursuant to Section 4.01. As compensation therefor, subject to the Trustee last paragraph of Section 6.01, the Master Servicer shall be entitled to all funds relating to the Mortgage Loans fees, compensation and reimbursement for costs and expenses that the related Servicer would have been entitled to charge hereunder if the Servicer had continued to the Collection Account, provided that the terminated Servicer shall nonetheless be entitled to payment or reimbursement as provided in Section 3.08 to the extent that such payment or reimbursement relates to the period prior to termination of the related Serviceract hereunder. Notwithstanding the foregoing, if the Trustee Master Servicer has become the successor to a the Servicer in accordance with Section 7.016.01 hereof, the Trustee Master Servicer may, if it shall be unwilling to so act, or shall, if it is prohibited by applicable law from making Advances pursuant to Section 4.01 hereof, hereof or if it is otherwise unable to so act, appoint, or petition a court of competent jurisdiction to appoint, any established mortgage loan servicing institution the appointment of which does not adversely affect the then current rating of the Certificates by each Rating Agency, as the successor to a the Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of a the Servicer hereunder. Any successor to a Servicer shall be an institution which that is a Xxxxxx Mae or Xxx and Xxxxxxx Mac approved seller/servicer for first and second loans in good standing, which that has a net worth of at least $10,000,00015,000,000, which and that is willing to service the related Mortgage Loans and which executes and delivers to the Depositor and the Trustee Master Servicer an agreement accepting such delegation and assignment, containing that contains an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of the related Servicer (other than liabilities of the related Servicer under Section 6.03 5.03 hereof incurred prior to termination of the related Servicer under Section 7.01 hereunder6.01), with like effect as if originally named as a party to this Agreement; provided that each Rating Agency acknowledges that its rating . No appointment of a successor to the Certificates in effect immediately prior to such assignment Servicer hereunder shall be effective until the Master Servicer shall have consented thereto and delegation will not be qualified, withdrawn or downgraded as a result written notice of such assignment proposed appointment shall have been provided by the Master Servicer to each Certificateholder. The Master Servicer shall not resign as servicer until a successor servicer has been appointed and delegationhas accepted such appointment. Pending appointment of a successor to a the Servicer hereunder, the TrusteeMaster Servicer, unless the Trustee Master Servicer is prohibited by law from so acting, shall, subject to the limitations described hereinSection 3.04 hereof, act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee Master Servicer may make such arrangements for the compensation of such successor out of payments on the related Mortgage Loans as it and such successor shall agree; provided, however, that no such compensation shall be in excess of that permitted the Servicing FeeServicer hereunder. The Trustee Master Servicer and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Neither the Trustee Master Servicer 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 related Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. In connection with the termination or resignation of any 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, in which case the predecessor Servicer shall cooperate with the successor Servicer in causing MERS to revise its records to reflect the transfer of servicing to the successor Servicer as necessary under MERS’ rules and regulations, or (ii) the predecessor Servicer shall cooperate with the successor Servicer 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. The predecessor Servicer shall file or cause to be filed any such assignment in the appropriate recording office. The predecessor Servicer shall bear any and all fees of MERS, costs of preparing any assignments of Mortgage, and fees and costs of filing any assignments of Mortgage that may be required under this subsection. Any successor to a 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, servicer maintain in force the policy or policies that such the Servicer is required to maintain pursuant to this AgreementSection 5.05.

Trustee to Act; Appointment of Successor. On and after the time a the Master Servicer receives a notice of termination pursuant to Section 7.01 of this Agreement or the resignation of a Servicer pursuant to Section 6.04hereof, the Trustee shall, subject to and to the extent provided hereinin Section 3.04, be the successor to the related Servicer, but only Master Servicer in its capacity as master servicer under this Agreement, and not in any other, Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the related Master Servicer by the terms and provisions hereof and applicable law including the obligation to make Advances pursuant to Section 4.01. As compensation therefor, the Trustee shall be entitled to all funds relating to the Mortgage Loans that the related Master Servicer would have been entitled to charge to the Collection Account, provided that Certificate Account or Distribution Account if the terminated Master Servicer shall nonetheless be entitled had continued to payment or reimbursement as provided in Section 3.08 to the extent that such payment or reimbursement relates to the period prior to termination of the related Serviceract hereunder. Notwithstanding the foregoing, if the Trustee has become the successor to a the Master Servicer in accordance with Section 7.017.01 hereof, the Trustee may, if it shall be unwilling to so act, or shall, if it is prohibited by applicable law from making Advances pursuant to Section 4.01 hereof, hereof or if it is otherwise unable to so act, appoint, or petition a court of competent jurisdiction to appoint, any established mortgage loan servicing institution the appointment of which does not adversely affect the then current rating of the Certificates by each Rating Agency, Agency as the successor to a the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of a the Master Servicer hereunder. Any successor to a the Master Servicer shall be an institution which is a Xxxxxx Mae or Xxxxxxx Mac FNMA and FHLMC approved seller/servicer for first and second loans in good standing, which has a net worth of at least $10,000,00015,000,000, and which is willing to service the related Mortgage Loans and which executes and delivers to the Depositor and the Trustee an agreement accepting such delegation and assignment, containing which contains an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of the related Master Servicer (other than liabilities of the related Master Servicer under Section 6.03 hereof incurred prior to termination of the related Master Servicer under Section 7.01 hereunder7.01), with like effect as if originally named as a party to this Agreement; and provided further that each Rating Agency acknowledges that its rating of the Certificates in effect immediately prior to such assignment and delegation will not be qualified, withdrawn qualified or downgraded reduced as a result of such assignment and delegation. Pending appointment of a successor to a the Master Servicer hereunder, the Trustee, unless the Trustee is prohibited by law from so acting, shall, subject to the limitations described hereinSection 3.04 hereof, act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on the related Mortgage Loans as it and such successor shall agree; provided, however, that no such compensation shall be in excess of the Master Servicing FeeFee permitted the Master Servicer hereunder. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Neither the Trustee nor any other successor 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 related 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 6.05. In connection with the termination or resignation of any the Master Servicer hereunder, either (i) the successor servicerMaster 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, in which case or (ii) the predecessor Master Servicer shall cooperate with the successor Master Servicer in causing MERS to revise its records to reflect the transfer of servicing to the successor Servicer as necessary under MERS’ rules and regulations, or either (iix) the predecessor Servicer shall cooperate with the successor Servicer 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® MERS(R) System to the successor ServicerMaster Servicer or (y) in causing MERS to designate on the MERS(R) 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 predecessor successor Master Servicer shall bear any and all fees of MERS, costs of preparing any assignments of Mortgage, and fees and costs of filing any assignments of Mortgage that may cause such assignment to be required under this subsection. Any successor to a Servicer shall give notice delivered to the Mortgagors Trustee promptly upon receipt of the original with evidence of recording thereon or a copy certified by the public recording office in which such change of servicer and shall, during the term of its service as servicer, maintain in force the policy or policies that such Servicer is required to maintain pursuant to this Agreementassignment was recorded.

Trustee to Act; Appointment of Successor. On and after the time a the Master Servicer receives a notice of termination pursuant to Section 7.01 of this Agreement or the resignation of a Servicer pursuant to Section 6.04hereof, the Trustee shall, subject to and to the extent provided hereinin Section 3.04, be the successor to the related Servicer, but only Master Servicer in its capacity as servicer under this Agreement, and not in any other, Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the related Master Servicer by the terms and provisions hereof and applicable law including the obligation to make Advances advances pursuant to Section 4.01. As compensation therefor, the Trustee shall be entitled to all funds fees, costs and expenses relating to the Mortgage Loans that the related Master Servicer would have been entitled to charge if the Master Servicer had continued to the Collection Account, provided that the terminated Servicer shall nonetheless be entitled to payment or reimbursement as provided in Section 3.08 to the extent that such payment or reimbursement relates to the period prior to termination of the related Serviceract hereunder. Notwithstanding the foregoing, if the Trustee has become the successor to a the Master Servicer in accordance with Section 7.017.01 hereof, the Trustee may, if it shall be unwilling to so act, or shall, if it is prohibited by applicable law from making Advances pursuant to Section 4.01 hereof, hereof or if it is otherwise unable to so act, appoint(i) appoint any established mortgage loan servicing institution reasonably acceptable to the NIM Insurer (as evidenced by the prior written consent of the NIM Insurer), or (ii) if it is unable for 60 days to appoint a successor servicer reasonably acceptable to the NIM Insurer, petition a court of competent jurisdiction to appoint, appoint any established mortgage loan servicing institution institution, the appointment of which does not adversely affect the then then-current rating of the Certificates (without regard to the Class AF-5B Policy, in the case of the Class AF-5B Certificates) and the NIM Insurer guaranteed notes (without giving any effect to any policy or guaranty provided by the NIM Insurer) by each Rating Agency, Agency as the successor to a the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of a the Master Servicer hereunder. Any successor to a Master Servicer shall be an institution which that is a Xxxxxx Fannie Mae or Xxxxxxx and Freddie Mac approved sellersexxxx/servicer for first and second loans xxrvicer in good standing, which that has a net worth of at least $10,000,000, which 15,000,000 and that is willing to service the related Mortgage Loans and which executes and delivers to the Depositor and the Trustee an agreement accepting such delegation and assignment, containing that contains an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of the related Master Servicer (other than liabilities and indemnities of the related Master Servicer under Section 6.03 hereof incurred prior to termination of the related Master Servicer under Section 7.01 hereunder7.01), with like effect as if originally named as a party to this Agreement; and provided further that each Rating Agency acknowledges that its rating of the Certificates in effect immediately prior to such assignment and delegation will not be qualified, withdrawn qualified or downgraded reduced as a result of such assignment and delegationdelegation (without regard to the Class AF-5B Policy, in the case of the Class AF-5B Certificates). No appointment of a successor to the Master Servicer hereunder shall be effective until the Trustee shall have consented thereto, and written notice of such proposed appointment shall have been provided by the Trustee to each Certificateholder and the Class AF-5B Insurer. 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 a the Master Servicer hereunder, the Trustee, unless the Trustee is prohibited by law from so acting, shall, subject to the limitations described hereinSection 3.04 hereof, act in such capacity as hereinabove herein above provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on the related Mortgage Loans as it and such successor shall agree; provided, however, provided that no such compensation shall be in excess of that permitted the Servicing FeeMaster Servicer hereunder. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Neither the Trustee nor any other successor servicer 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 related 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 servicer shall give notice to the NIM Insurer and 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 Master Servicer is required to maintain pursuant to Section 6.05. In connection with the termination or resignation of any the Master Servicer hereunder, either (i) the successor servicerMaster 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, in which case or (ii) the predecessor Master Servicer shall cooperate with the successor Servicer in causing MERS to revise its records to reflect the transfer of servicing to the successor Servicer as necessary under MERS’ rules and regulations, or (ii) the predecessor Servicer shall cooperate with the successor Master Servicer 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® MERS(R) System to the successor Master Servicer. The predecessor Master Servicer shall file or cause to be filed any such assignment in the appropriate recording office. The predecessor successor Master Servicer shall bear any and all fees of MERS, costs of preparing any assignments of Mortgage, and fees and costs of filing any assignments of Mortgage that may cause such assignment to be required under this subsection. Any successor to a Servicer shall give notice delivered to the Mortgagors Co-Trustee promptly upon receipt of the original with evidence 160 of recording thereon or a copy certified by the public recording office in which such change of servicer and shall, during the term of its service as servicer, maintain in force the policy or policies that such Servicer is required to maintain pursuant to this Agreementassignment was recorded.

Trustee to Act; Appointment of Successor. On and after the time a the Master Servicer receives a notice of termination pursuant to Section 7.01 of this Agreement or the resignation of a Servicer pursuant to Section 6.047.01, the Trustee shall, subject to and to the extent provided hereinin Section 3.05, be the successor to the related Servicer, but only Master Servicer in its capacity as servicer Master Servicer under this Agreement, and not in any other, Agreement and the transactions set forth provided for herein and shall be subject to all the responsibilities, duties and liabilities (other than any liabilities incurred by the Master Servicer prior to its termination hereunder) relating thereto placed on the related Master Servicer by the terms and provisions hereof and applicable law law, including the obligation to make Advances pursuant to Section 4.01. As compensation therefor, the Trustee shall be entitled to all funds relating to the Mortgage Loans that the related Master Servicer would have been entitled to charge to the Collection Account, provided that Certificate Account or Distribution Account if the terminated Master Servicer shall nonetheless be entitled had continued to payment or reimbursement as provided in Section 3.08 to the extent that such payment or reimbursement relates to the period prior to termination of the related Serviceract hereunder. Notwithstanding the foregoing, if the Trustee has become the successor to a the Master Servicer in accordance with Section 7.01, the Trustee may, if it shall be unwilling to so act, or shall, if it is prohibited by applicable law from making Advances pursuant to Section 4.01 hereof, or if it is otherwise unable to so act, appoint, or petition a court of competent jurisdiction to appoint, any established mortgage loan servicing institution reasonably acceptable to the NIM Insurer (as evidenced by the prior written consent of the NIM Insurer) the appointment of which does not adversely affect the then current rating of the Certificates and the NIM Insurer guaranteed notes by each Rating Agency, as the successor to a the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities obligations of a the Master Servicer hereunder. Any successor to a the Master Servicer shall be an institution which that is a Xxxxxx Mae or Xxxxxxx Mac FNMA and FHLMC approved seller/servicer for first and second loans in good standing, which that has a net worth of at least $10,000,00015,000,000, which that is willing to service the related Mortgage Loans Loans, and which that executes and delivers to the Depositor and the Trustee an agreement accepting such delegation and assignment, containing an assumption by such Person it of the rights, powers, duties, responsibilities, rights and obligations and liabilities of the related Master Servicer (other than liabilities of the related Master Servicer under Section 6.03 hereof incurred prior to before termination of the related Master Servicer under Section 7.01 hereunder7.01), with like effect as if originally named as a party to this Agreement; provided PROVIDED that each Rating Agency acknowledges that its rating of the Certificates in effect immediately prior to such before the assignment and delegation will not be qualifiedqualified or reduced, withdrawn or downgraded as a result of such the assignment and delegation. Pending appointment of a successor to a the Master Servicer hereunder, the Trustee, unless the Trustee is prohibited by law from so acting, shall, subject to the limitations described hereinSection 3.05, act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such the successor out of payments on the related Mortgage Loans as it and such the successor shall agree; provided, however, that no . No such compensation shall be in excess of exceed the Master Servicing FeeFee Rate. The Trustee and such the successor shall take such any action, consistent with this Agreement, as shall be necessary to effectuate any such the succession. Neither the Trustee nor any other successor servicer Master Servicer shall be deemed to be in default by reason hereunder because of any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the failure of the related Master Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents documents, or records to it. The appointment of a successor Master Servicer shall not affect any liability of the predecessor Master Servicer that my have arisen under this Agreement before its termination as Master Servicer to pay any deductible under an insurance policy, to indemnify any person, or otherwise, nor shall any successor Master Servicer be liable for any acts or omissions of the predecessor Master Servicer or for any breach by the Master Servicer of any of its representations and warranties contained in this Agreement. In connection with the termination or resignation of any the Master Servicer hereunder, either (i) the successor servicerMaster 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, in which case or (ii) the predecessor Master Servicer shall cooperate with the successor Master Servicer in causing MERS to revise its records to reflect the transfer of servicing to the successor Servicer as necessary under MERS’ rules and regulations, or either (iix) the predecessor Servicer shall cooperate with the successor Servicer 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® MERS(R) System to the successor ServicerMaster Servicer or (y) in causing MERS to designate on the MERS(R) 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 predecessor successor Master Servicer shall bear any and all fees cause such assignment to be delivered to the Trustee promptly upon receipt of MERS, costs the original with evidence of preparing any assignments of Mortgage, and fees and costs of filing any assignments of Mortgage that may be required under this subsectionrecording thereon or a copy certified by the public recording office in which such assignment was recorded. Any successor to a the Master Servicer as Master Servicer shall give notice to the NIM Insurer and the Mortgagors of such the change of servicer and shall, during the term of its service as servicerMaster Servicer, maintain in force the policy or policies that such the Master Servicer is required to maintain pursuant to this AgreementSection 6.05.

Trustee to Act; Appointment of Successor. On and after (a) Within 90 days of the time a the Master Servicer (and the Trustee, if notice is sent by the Holders) receives a notice of termination pursuant to Section 7.01 of this Agreement or the resignation of a Servicer pursuant to Section 6.04, the Trustee shall, subject to and to the extent provided herein, (or such other successor Master Servicer as is approved in accordance with this Agreement) shall be the successor in all respects to the related Servicer, but only Master Servicer in its capacity as servicer under this Agreement, and not in any other, Agreement and the 112 transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the related Master Servicer by the terms and provisions hereof arising on and applicable law including after its succession. Notwithstanding the obligation foregoing, the parties hereto agree that the Trustee, in its capacity as successor Master Servicer, immediately will assume all of the obligations of the Master Servicer to make Advances pursuant to Section 4.01advances. Notwithstanding the foregoing, the Trustee, in its capacity as successor Master Servicer, shall not be responsible for the lack of information and/or documents that it cannot obtain through reasonable efforts. As compensation therefor, the Trustee (or such other successor Master Servicer) shall be entitled to all funds relating to such compensation as the Mortgage Loans that the related Master Servicer would have been entitled to charge to the Collection Account, provided that the terminated Servicer shall nonetheless be entitled to payment or reimbursement as provided in Section 3.08 to the extent that hereunder if no such payment or reimbursement relates to the period prior to notice of termination of the related Servicerhad been given. Notwithstanding the foregoingabove, (i) if the Trustee has become is unwilling to act as successor Master Servicer or (ii) if the successor Trustee is legally unable so to a Servicer in accordance with Section 7.01act, the Trustee may, if it shall be unwilling to so act, or shall, if it is prohibited by applicable law from making Advances pursuant to 4.01 hereof, or if it is otherwise unable to so act, appoint, appoint or petition a court of competent jurisdiction to appoint, any established housing and home finance institution, bank or other mortgage loan servicing institution the appointment or home equity loan servicer having a net worth of which does not adversely affect the then current rating of the Certificates by each Rating Agency, less than $50,000,000 as the successor to a the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of a the Master Servicer hereunder. Any ; PROVIDED, that the appointment of any such successor to a Master Servicer shall be an institution which is a Xxxxxx Mae will not result in the qualification, reduction or Xxxxxxx Mac approved seller/servicer for first and second loans in good standing, which has a net worth withdrawal of at least $10,000,000, which is willing to service the related Mortgage Loans and which executes and delivers ratings assigned to the Depositor and Certificates by the Trustee an agreement accepting such delegation and assignment, containing an assumption Rating Agencies as evidenced by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of the related Servicer (other than liabilities of the related Servicer under Section 6.03 hereof incurred prior to termination of the related Servicer under Section 7.01 hereunder), with like effect as if originally named as a party to this Agreement; provided that each Rating Agency acknowledges that its rating of the Certificates in effect immediately prior letter to such assignment and delegation will not be qualified, withdrawn or downgraded as a result of such assignment and delegationeffect from the Rating Agencies. Pending appointment of a successor to a the Master Servicer hereunder, the Trustee, unless the Trustee is prohibited by law from so acting, shall, subject to the limitations described herein, Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the successor shall be entitled to receive compensation of such successor out of payments on the related Mortgage Loans in an amount equal to the compensation which the 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 no such compensation shall be in excess of not to exceed the Servicing Fee). The appointment of a successor Master Servicer shall not affect any liability of the predecessor Master Servicer which may have arisen under this Agreement prior to its termination as Master Servicer to pay any deductible under an insurance policy pursuant to Section 3.14 or to indemnify the Trustee pursuant to Section 3.06), nor shall any successor Master Servicer be liable for any acts or omissions of the predecessor Master Servicer or for any breach by such Master Servicer of any of its representations or warranties contained herein or in any related document or agreement. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Neither 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 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 related Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. In connection with the termination or resignation of any 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, in which case the predecessor successor Master Servicer or the Trustee, as applicable, shall cooperate with be entitled to reimbursement therefor from the successor Servicer in causing MERS to revise its records to reflect assets of the transfer of servicing to the successor Servicer as necessary under MERS’ rules and regulations, or (ii) the predecessor Servicer shall cooperate with the successor Servicer 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. The predecessor Servicer shall file or cause to be filed any such assignment in the appropriate recording office. The predecessor Servicer shall bear any and all fees of MERS, costs of preparing any assignments of Mortgage, and fees and costs of filing any assignments of Mortgage that may be required under this subsection. Any successor to a 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 such Servicer is required to maintain pursuant to this AgreementTrust).

Trustee to Act; Appointment of Successor. On Except with respect to an Event of Default described in Section 8.01(viii) above for which the Certificate Insurer is required to appoint a Successor Master Servicer, on and after the time a the Master Servicer receives a notice of termination pursuant to Section 7.01 of this Agreement or the resignation of a Servicer pursuant to Section 6.04, 8.01 hereof the Trustee shall, subject to and to the extent provided herein, be shall automatically become the successor to the related Servicer, but only in its capacity as servicer under this Agreement, and not in any other, and Master Servicer with respect to the transactions set forth or provided for herein and after a transition period (not to exceed 90 days), shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the related Master Servicer by the terms and provisions hereof and applicable law including the obligation to make Advances hereof; provided, however that, pursuant to Section 4.01Article V hereof, the Trustee in its capacity as successor Master Servicer shall be responsible for making any Advances required to be made by the Master Servicer 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 predecessor Master Servicer. As Effective on the date of such notice of termination, as compensation therefor, the Trustee shall be entitled to all funds relating to the Mortgage Loans compensation, reimbursement of expenses and indemnification that the related Master Servicer would have been entitled to charge if it had continued to the Collection Accountact hereunder, provided provided, however, that the terminated Servicer Trustee shall nonetheless not be entitled to payment (i) liable for any acts or reimbursement as provided in Section 3.08 to the extent that such payment or reimbursement relates to the period prior to termination omissions of the related 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 pursuant to Section 2.03 or (iv) obligated to deposit losses on any Permitted Investment directed by the Master Servicer. Notwithstanding the foregoing, if the Trustee has become the successor to a Servicer in accordance with Section 7.01, the Trustee may, if it shall be unwilling to so act, or shall, if it is prohibited by applicable law from making Advances pursuant to 4.01 hereof, Article V or if it is otherwise unable to so act, appoint, or petition a court of competent jurisdiction to appoint, any established mortgage loan servicing institution the appointment of which does not adversely affect the then current rating of the Certificates by each Rating Agency, Agency (determined without regard to the Class II-A Policy) as the successor to a the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of a the Master Servicer hereunder. Any successor to a Successor Master Servicer shall (i) be an institution which that is a Xxxxxx Fannie Mae or Xxxxxxx Mac approved sellerand Fredxxx Xxc xxprovex xxxxxr/servicer for first and second loans in good standing, which that has a net worth of at least $10,000,00015,000,000, (ii) be acceptable to the Trustee and the Certificate Insurer (which is consent shall not be unreasonably withheld) and (iii) be willing to service the related act as successor servicer of any Mortgage Loans under this Agreement, and which executes shall have executed and delivers delivered to the Depositor Depositor, the Trustee and the Trustee Certificate Insurer an agreement accepting such delegation and assignment, containing that contains an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of the related Master Servicer (other than any liabilities of the related Master Servicer under Section 6.03 hereof incurred prior to termination of the related Master Servicer under Section 7.01 hereunder8.01 or as otherwise set forth herein), with like effect as if originally named as a party to this Agreement; , provided that each Rating Agency acknowledges shall have acknowledged in writing that its rating of the Certificates in effect immediately prior to such assignment and delegation (determined without regard to the Class II-A Policy) will not be qualified, withdrawn qualified or downgraded reduced as a result of such assignment and delegation. If the Trustee assumes the duties and responsibilities of the Master Servicer in accordance with this Section 8.02, the Trustee shall not resign as Master Servicer until a Successor Master Servicer has been appointed and has accepted such appointment. Pending appointment of a successor to a the Master Servicer hereunder, the Trustee, unless the Trustee is prohibited by law from so acting, shall, subject to the limitations described herein, shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on the related Mortgage Loans or otherwise as it and such successor shall agree; provided, however, provided that no such compensation unless agreed to by the Certificateholders shall be in excess of that permitted the Servicing FeeMaster Servicer hereunder. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Neither the Trustee nor any other successor servicer Successor Master Servicer shall be deemed to be in default hereunder by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the failure of the related Master Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. In 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 resignation manipulation of any Servicer hereunder, either (i) the successor servicer, including such servicing data as may be required by the Trustee if to correct any errors or insufficiencies in the servicing data or otherwise to enable the Trustee is acting as successor or the Successor Master Servicer to service the related Mortgage Loans properly and effectively, to the extent not paid by the terminated Master Servicer, shall represent and warrant that it is a member of MERS in good standing and shall agree to comply in all material respects with the rules and procedures of MERS in connection with the servicing of the Mortgage Loans that are registered with MERS, in which case the predecessor Servicer shall cooperate with the successor Servicer in causing MERS to revise its records to reflect the transfer of servicing to the successor Servicer as necessary under MERS’ rules and regulations, or (ii) the predecessor Servicer shall cooperate with the successor Servicer in causing MERS to execute and deliver an assignment of Mortgage in recordable form to transfer the Mortgage from MERS be payable to the Trustee and pursuant to execute and deliver such other notices, documents and other instruments as may be necessary or desirable to effect a transfer of such Mortgage Loan or servicing of such Mortgage Loan on the MERS® System to the successor Servicer. The predecessor Servicer shall file or cause to be filed any such assignment in the appropriate recording office. The predecessor Servicer shall bear any and all fees of MERS, costs of preparing any assignments of Mortgage, and fees and costs of filing any assignments of Mortgage that may be required under this subsectionSection 9.05. Any successor to a 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 servicer, successor servicer maintain in force the policy or policies that such the Master Servicer is required to maintain pursuant to this AgreementSection 3.08.

Trustee to Act; Appointment of Successor. On and after the time a the Master Servicer receives a notice of termination pursuant to Section 7.01 of this Agreement or the resignation of a Servicer pursuant to Section 6.04hereof, the Trustee shall, subject to and to the extent provided hereinin Section 3.05, be the successor to the related Servicer, but only Master Servicer in its capacity as servicer Master Servicer under this Agreement, and not in any other, Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties duties, liabilities and limitations on liabilities relating thereto placed on the related Master Servicer by the terms and provisions hereof and applicable law including the obligation to make Advances pursuant to Section 4.01. As compensation therefor, the Trustee shall be entitled to investment income on all funds relating to which the Mortgage Loans that the related Master Servicer would have been entitled to charge to in the Collection Account, provided that Account or Distribution Account if the terminated Master Servicer shall nonetheless be entitled had continued to payment or reimbursement as provided in Section 3.08 to the extent that such payment or reimbursement relates to the period prior to termination of the related Serviceract hereunder. Notwithstanding the foregoing, if the Trustee has become the successor to a the Master Servicer in accordance with Section 7.017.01 hereof, the Trustee may, if it shall be unwilling to so act, or shall, if it is prohibited by applicable law from making Advances pursuant to Section 4.01 hereof, hereof or if it is otherwise unable to so act, 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 mortgage loan servicing institution the appointment of which does not adversely affect the then current rating of the Certificates by each Rating Agency, Agency as the successor to a the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of a the Master Servicer hereunder. Any successor to a the Master Servicer shall be an institution which is a Xxxxxx Mae or Xxx and Xxxxxxx Mac approved seller/servicer for first and second loans in good standing, which has a net worth of at least $10,000,00015,000,000, and which is willing to master service the related Mortgage Loans and which executes and delivers to the Depositor and the Trustee an agreement accepting such delegation and assignment, containing which contains an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of the related Master Servicer (other than liabilities of the related Master Servicer under Section 6.03 hereof incurred prior to termination of the related Master Servicer under Section 7.01 hereunder7.01), with like effect as if originally named as a party to this Agreement; and provided further that each Rating Agency acknowledges that its rating of the Certificates in effect immediately prior to such assignment and delegation will not be qualified, withdrawn qualified or downgraded reduced as a result of such assignment and delegation. Pending appointment of a successor to a the Master Servicer hereunder, the Trustee, unless the Trustee is prohibited by law from so acting, shall, subject to the limitations described hereinSection 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 related Mortgage Loans as it and such successor master servicer shall agree; provided, however, that no such compensation shall be in excess of the Servicing Feecompensation permitted the Master Servicer 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 related Master Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. In connection with the termination or resignation of any 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, in which case the predecessor Servicer shall cooperate with the successor Servicer in causing MERS to revise its records to reflect the transfer of servicing to the successor Servicer as necessary under MERS’ rules and regulations, or (ii) the predecessor Servicer shall cooperate with the successor Servicer 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. The predecessor Servicer shall file or cause to be filed any such assignment in the appropriate recording office. The predecessor Servicer shall bear any and all fees of MERS, costs of preparing any assignments of Mortgage, and fees and costs of filing any assignments of Mortgage that may be required under this subsection. Any successor to a master servicer as Master Servicer shall give notice to the Mortgagors Servicers of such change of master servicer and shall, during the term of its service as servicer, master servicer enforce the requirement of the Servicers to maintain in force the policy or policies that such Servicer is required to maintain pursuant to this AgreementSection 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)(iii); provided that the Master Servicer shall reimburse the Trust for any such expense incurred by the Trust.

Trustee to Act; Appointment of Successor. On and after the time a the Master Servicer receives a notice of termination pursuant to Section 7.01 of this Agreement or the resignation of a Servicer pursuant to Section 6.04hereof, the Trustee shall, subject to and to the extent provided hereinin Section 3.04, be the successor to the related Servicer, but only Master Servicer in its capacity as master servicer under this Agreement, and not in any other, Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the related Master Servicer by the terms and provisions hereof and applicable law including the obligation to make Advances pursuant to Section 4.01. As compensation therefor, the Trustee shall be entitled to all funds relating to the Mortgage Loans that the related Master Servicer would have been entitled to charge to the Collection AccountCertificate Account or Distribution Account if the Master Servicer had continued to act hereunder; provided, provided however, that neither the terminated Trustee nor any other successor to Countrywide Home Loans Servicing LP as Master Servicer shall nonetheless be entitled to payment or reimbursement as provided in Section 3.08 to receive the extent that such payment or reimbursement relates to the period prior to termination of the related ServicerExcess Master Servicing Fee. Notwithstanding the foregoing, if the Trustee has become the successor to a the Master Servicer in accordance with Section 7.017.01 hereof, the Trustee may, if it shall be unwilling to so act, or shall, if it is prohibited by applicable law from making Advances pursuant to Section 4.01 hereof, hereof or if it is otherwise 108 unable to so act, appoint, or petition a court of competent jurisdiction to appoint, any established mortgage loan servicing institution the appointment of which does not adversely affect the then current rating of the Certificates Certificates, by each Rating Agency, Agency as the successor to a the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of a the Master Servicer hereunder. Any successor to a the Master Servicer shall be an institution which is a Xxxxxx Mae or Xxxxxxx Mac FNMA and FHLMC approved seller/servicer for first and second loans in good standing, which has a net worth of at least $10,000,00015,000,000, and which is willing to service the related Mortgage Loans and which executes and delivers to the Depositor and the Trustee an agreement accepting such delegation and assignment, containing which contains an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of the related Master Servicer (other than liabilities of the related Master Servicer under Section 6.03 hereof incurred prior to termination of the related Master Servicer under Section 7.01 hereunder7.01), with like effect as if originally named as a party to this Agreement; and provided further that each Rating Agency acknowledges that its rating of the Certificates in effect immediately prior to such assignment and delegation will not be qualified, withdrawn qualified or downgraded reduced as a result of such assignment and delegation. Pending appointment of a successor to a the Master Servicer hereunder, the Trustee, unless the Trustee is prohibited by law from so acting, shall, subject to the limitations described hereinSection 3.04 hereof, act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on the related Mortgage Loans as it and such successor shall agree; provided, however, that no such compensation shall be in excess of the Basic Master Servicing FeeFee permitted the Master Servicer hereunder. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Neither the Trustee nor any other successor 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 related 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 any the Master Servicer hereunder, either (i) the successor servicerMaster 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, in which case or (ii) the predecessor Master Servicer shall cooperate with the successor Master Servicer in causing MERS to revise its records to reflect the transfer of servicing to the successor Servicer as necessary under MERS’ rules and regulations, or either (iix) the predecessor Servicer shall cooperate with the successor Servicer 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® MERS(R) System to the successor ServicerMaster Servicer or (y) in causing MERS to designate on the MERS(R) 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 predecessor successor Master Servicer shall bear any and all fees of MERS, costs of preparing any assignments of Mortgage, and fees and costs of filing any assignments of Mortgage that may cause such assignment to be required under this subsection. Any successor to a Servicer shall give notice delivered to the Mortgagors Trustee promptly upon receipt 109 of the original with evidence of recording thereon or a copy certified by the public recording office in which such change of servicer and shall, during the term of its service as servicer, maintain in force the policy or policies that such Servicer is required to maintain pursuant to this Agreementassignment was recorded.

Trustee to Act; Appointment of Successor. On and after the time a Servicer receives a notice of termination pursuant to Section 7.01 of this Agreement Agreement, the Trustee or the resignation of a Servicer successor servicer appointed pursuant to Section 6.04, the Trustee shall7.01, subject to and to the extent provided herein, either shall be the successor to the related a Servicer, but only in its capacity as servicer under this Agreement, Agreement and not in any other, and the transactions set forth herein or shall appoint a successor servicer, and in either event such successor servicer shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the related such Servicer by the terms and provisions hereof and applicable law including the obligation to make Advances pursuant to Section 4.01. As compensation therefor, the Trustee successor servicer shall be entitled to all funds relating to the related Mortgage Loans that the related terminated Servicer would have been entitled to charge to the a Collection Account, provided that the terminated Servicer shall nonetheless be entitled to payment or reimbursement as provided in Section 3.08 3.09(a) to the extent that such payment or reimbursement relates to the period prior to termination the completion of the related Servicertransfer of servicing to a successor servicer. Notwithstanding the foregoing, if the Trustee has become the successor to a the terminated Servicer in accordance with Section 7.01, the Trustee may, if it shall be unwilling to so act, or shall, if it is prohibited by applicable law from making Advances pursuant to 4.01 hereof, or if it is otherwise unable to so act, appoint, or petition a court of competent jurisdiction to appoint, any established mortgage loan servicing institution the appointment of which does not adversely affect the then current rating of the Certificates by each Rating Agency, as the successor to a the terminated Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of a such Servicer hereunder. Any successor to a Servicer shall be an institution which is a Xxxxxx Mae FNMA or Xxxxxxx Mac FHLMC approved seller/servicer for first and second loans in good standing, which has a net worth of at least $10,000,000, which is willing to service the related Mortgage Loans and which executes and delivers to the Depositor and the Trustee an agreement accepting such delegation and assignment, containing an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of the related such Servicer (other than liabilities of the related that Servicer under Section 6.03 hereof incurred prior to termination of the related a Servicer under Section 7.01 hereunder), with like effect as if originally named as a party to this Agreement; provided that each Rating Agency acknowledges that its rating of the Certificates in effect immediately prior to such assignment and delegation will not be qualified, withdrawn qualified or downgraded reduced as a result of such assignment and delegation. Any successor servicer appointed by DLJMC shall be rated as a servicer of subprime mortgage loans as “average” (or its equivalent) or better by each Rating Agency that maintains a servicer rating system. Pending appointment of a successor to a Servicer hereunder, the Trustee, Trustee or other successor servicer unless the Trustee such entity is prohibited by law from so acting, shall, subject to the limitations described herein, act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on the related Mortgage Loans as it and such successor shall agree; provided, however, that no such compensation shall be in excess of a servicing fee rate of 0.50% per annum. To the extent that the compensation of any successor to WFBNA or Ocwen is calculated using a rate exceeding the then-current rate used to calculate the WFBNA Servicing FeeFee Rate or the Ocwen Servicing Fee Rate (as defined in the Ocwen Letter Agreement), each Holder of a Class A-IO-S Certificate hereby agrees to a decrease in the Excess Servicing Fee Rate in an amount equal to such excess. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Neither the Trustee nor any other successor servicer shall be deemed to be in default by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the failure of the related terminated Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. Any successor to a Servicer shall give notice to the Mortgagors of such change of servicer. Any successor to a Servicer shall, during the term of its service as a Servicer maintain in force the policy or policies of the type that such Servicer is required to maintain pursuant to this Agreement. In connection with the termination or resignation of any a Servicer hereunder, either (i) the successor servicerServicer, including the Trustee if the Trustee is acting as successor Servicer, shall represent and warrant that it is a member of MERS in good standing and shall agree to comply in all material respects with the rules and procedures of MERS in connection with the servicing of the Mortgage Loans that are registered with MERS, in which case or (ii) the predecessor Servicer Servicer, at its sole expense, shall cooperate with the successor Servicer in causing MERS to revise its records to reflect the transfer of servicing to the successor Servicer as necessary under MERS’ rules and regulations, or either (iix) the predecessor Servicer shall cooperate with the successor Servicer in causing MERS to execute and deliver an assignment Assignment of Mortgage in recordable form to transfer the Mortgage from MERS to the Trustee and to execute and deliver such other notices, documents and other instruments as may be necessary or desirable to effect a transfer of such Mortgage Loan or servicing of such Mortgage Loan on the MERS® System to the successor Servicer or (y) in causing MERS to designate on the MERS® System the successor Servicer as the servicer of such Mortgage Loan (at the cost and expense of the successor Servicer to the extent such costs relate to the qualification of such successor Servicer as a member of MERS, otherwise at the cost and expense of the predecessor Servicer). The predecessor Servicer shall file or cause to be filed any such assignment in the appropriate recording office. The predecessor successor Servicer shall bear any and all fees of MERS, costs of preparing any assignments of Mortgage, and fees and costs of filing any assignments of Mortgage that may cause such assignment to be required under this subsection. Any successor to a Servicer shall give notice delivered to the Mortgagors Trustee promptly upon receipt of the original with evidence of recording thereon or a copy certified by the public recording office in which such change of servicer and shall, during the term of its service as servicer, maintain in force the policy or policies that such Servicer is required to maintain pursuant to this Agreementassignment was recorded.

Trustee to Act; Appointment of Successor. On and after the time a the Master Servicer receives a notice of termination pursuant to Section 7.01 of this Agreement or the resignation of a Servicer pursuant to Section 6.04hereof, the Trustee shall, subject to and to the extent provided hereinin Section 3.05, be the successor to the related Servicer, but only Master Servicer in its capacity as servicer Master Servicer under this Agreement, and not in any other, Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties duties, liabilities and limitations on liabilities relating thereto placed on the related Master Servicer by the terms and provisions hereof and applicable law including the obligation to make Advances pursuant to Section 4.01. As compensation therefor, the Trustee shall be entitled to all funds relating compensation to which the Mortgage Loans that the related Master Servicer would have been entitled hereunder if the Master Servicer had continued to charge to the Collection Account, provided that the terminated Servicer shall nonetheless be entitled to payment or reimbursement as provided in Section 3.08 to the extent that such payment or reimbursement relates to the period prior to termination of the related Serviceract hereunder. Notwithstanding the foregoing, if the Trustee has become the successor to a the Master Servicer in accordance with Section 7.017.01 hereof, the Trustee may, if it shall be unwilling to so act, or shall, if it is prohibited by applicable law from making Advances pursuant to Section 4.01 hereof, hereof or if it is otherwise unable to so act, 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 mortgage loan servicing institution the appointment of which does not adversely affect the then current rating of the Certificates by each Rating Agency, Agency as the successor to a the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of a the Master Servicer hereunder. Any successor to a the Master Servicer shall be an institution which is a Xxxxxx Fannie Mae or Xxxxxxx and Freddie Mac approved seller/servicer for first and second loans in good standingstandixx, which xxich has a net worth xxx xxrth of at least $10,000,00015,000,000, and which is willing to master service the related Mortgage Loans and which executes and delivers to the Depositor and the Trustee an agreement accepting such delegation and assignment, containing which contains an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of the related Master Servicer (other than liabilities of the related Master Servicer under Section 6.03 hereof incurred prior to termination of the related Master Servicer under Section 7.01 hereunder7.01), with like effect as if originally named as a party to this Agreement; and provided further that each Rating Agency acknowledges that its rating of the Certificates in effect immediately prior to such assignment and delegation will not be qualifiedqualified or reduced, withdrawn or downgraded without regard to the guaranty provided by the Policies, as a result of such assignment and delegation. Pending appointment of a successor to a the Master Servicer hereunder, the Trustee, unless the Trustee is prohibited by law from so acting, shall, subject to the limitations described hereinSection 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 related Mortgage Loans as it and such successor master servicer shall agree; provided, however, that no such compensation shall be in excess of the Servicing Feecompensation permitted the Master Servicer 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 related Master Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. In connection with the termination or resignation of any 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, in which case the predecessor Servicer shall cooperate with the successor Servicer in causing MERS to revise its records to reflect the transfer of servicing to the successor Servicer as necessary under MERS’ rules and regulations, or (ii) the predecessor Servicer shall cooperate with the successor Servicer 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. The predecessor Servicer shall file or cause to be filed any such assignment in the appropriate recording office. The predecessor Servicer shall bear any and all fees of MERS, costs of preparing any assignments of Mortgage, and fees and costs of filing any assignments of Mortgage that may be required under this subsection. Any successor to a master servicer as Master Servicer shall give notice to the Mortgagors Servicers of such change of master servicer and shall, during the term of its service as servicer, master servicer maintain in force the policy or policies that such the Master Servicer is required to maintain pursuant to this AgreementSection 3.11. The Trustee or successor master servicer shall be entitled to be reimbursed by 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. On and after the time a the Master Servicer receives a notice of termination pursuant to Section 7.01 of this Agreement or the resignation of a Servicer pursuant to Section 6.04hereof, the Trustee shall, subject to and to the extent provided hereinin Section 3.05, be the successor to the related Servicer, but only Master Servicer in its capacity as servicer Master Servicer under this Agreement, and not in any other, Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties duties, liabilities and limitations on liabilities relating thereto placed on the related Master Servicer by the terms and provisions hereof and applicable law including the obligation to make Advances pursuant to Section 4.01. As compensation therefor, the Trustee shall be entitled to all funds relating compensation to which the Mortgage Loans that the related Master Servicer would have been entitled hereunder if the Master Servicer had continued to charge to the Collection Account, provided that the terminated Servicer shall nonetheless be entitled to payment or reimbursement as provided in Section 3.08 to the extent that such payment or reimbursement relates to the period prior to termination of the related Serviceract hereunder. Notwithstanding the foregoing, if the Trustee has become the successor to a the Master Servicer in accordance with Section 7.017.01 hereof, the Trustee may, if it shall be unwilling to so act, or shall, if it is prohibited by applicable law from making Advances pursuant to Section 4.01 hereof, hereof or if it is otherwise unable to so act, 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 mortgage loan servicing institution the appointment of which does not adversely affect the then current rating of the Certificates by each Rating Agency, Agency as the successor to a the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of a the Master Servicer hereunder. Any successor to a the Master Servicer shall be an institution which is a Xxxxxx Fannie Mae or Xxxxxxx and Freddie Mac approved seller/servicer for first and second loans in good standingstandixx, which xxich has a net worth xxx xxrth of at least $10,000,00015,000,000, and which is willing to master service the related Mortgage Loans and which executes and delivers to the Depositor and the Trustee an agreement accepting such delegation and assignment, containing which contains an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of the related Master Servicer (other than liabilities of the related Master Servicer under Section 6.03 hereof incurred prior to termination of the related Master Servicer under Section 7.01 hereunder7.01), with like effect as if originally named as a party to this Agreement; and provided further that each Rating Agency acknowledges that its rating of the Certificates in effect immediately prior to such assignment and delegation will not be qualifiedqualified or reduced, withdrawn or downgraded without regard to the guaranty provided by the Policies, as a result of such assignment and delegation. Pending appointment of a successor to a the Master Servicer hereunder, the Trustee, unless the Trustee is prohibited by law from so acting, shall, subject to the limitations described hereinSection 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 related Mortgage Loans as it and such successor master servicer shall agree; provided, however, that no such compensation shall be in excess of the Servicing Feecompensation permitted the Master Servicer 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 related Master Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. In connection with the termination or resignation of any 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, in which case the predecessor Servicer shall cooperate with the successor Servicer in causing MERS to revise its records to reflect the transfer of servicing to the successor Servicer as necessary under MERS’ rules and regulations, or (ii) the predecessor Servicer shall cooperate with the successor Servicer 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. The predecessor Servicer shall file or cause to be filed any such assignment in the appropriate recording office. The predecessor Servicer shall bear any and all fees of MERS, costs of preparing any assignments of Mortgage, and fees and costs of filing any assignments of Mortgage that may be required under this subsection. Any successor to a master servicer as Master Servicer shall give notice to the Mortgagors Servicers of such change of master servicer and shall, during the term of its service as servicer, master servicer maintain in force the policy or policies that such the Master Servicer is required to maintain pursuant to this AgreementSection 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)(iii); provided that the Master Servicer shall reimburse the Trust for any such expense incurred by the Trust.

Trustee to Act; Appointment of Successor. On and after the time a the Master Servicer receives a notice of termination pursuant to Section 7.01 of this Agreement or the resignation of a Servicer pursuant to Section 6.047.01, the Trustee shall, subject to and to the extent provided herein, shall be the successor in all respects to the related Servicer, but only in its capacity as servicer Master Servicer under this Agreement, Agreement and not under the Servicing Contracts with respect to the Mortgage Loans in any other, the Mortgage Pool and with respect to the transactions set forth or provided for herein and shall have all the rights and powers and be subject to all the responsibilities, duties and liabilities relating thereto arising after the Master Servicer receives such notice of termination placed on the related Master Servicer by the terms and provisions hereof and applicable law including thereof, and shall have the obligation same limitations on liability herein granted to the Master Servicer; provided, that the Trustee shall not under any circumstances be responsible for any representations and warranties or any Purchase Obligation of the Company or any liability incurred by the Master Servicer at or prior to the time the Master Servicer was terminated as Master Servicer and the Trustee shall make Monthly P&I Advances that the Master Servicer failed to make Advances pursuant prior to Section 4.01receipt of the notice of termination but shall not be obligated to make a Monthly P&I Advance if it is prohibited by law from so doing. As compensation therefor, the Trustee shall be entitled to all funds relating to the Mortgage Loans that which the related Master Servicer would have been entitled to charge retain or to withdraw from the Certificate Account if the Master Servicer had continued to act hereunder, except for those amounts due to the Collection Account, provided that the terminated Master Servicer shall nonetheless be entitled to payment as reimbursement for advances previously made or reimbursement as provided in Section 3.08 to the extent that such payment or reimbursement relates to the period prior to termination of the related Serviceramounts previously expended and are otherwise reimbursable hereunder. Notwithstanding the foregoing, if the Trustee has become the successor to a Servicer in accordance with Section 7.01above, the Trustee shall if directed by the Certificate Insurer and may, if it shall be unwilling to so act, or shall, shall if it is prohibited by applicable law from making Advances pursuant to 4.01 hereof, or if it is otherwise unable to so act, appoint, or petition a court of competent jurisdiction to appoint, any established mortgage loan servicing housing and home finance institution having a net worth of not less than $10,000,000 and which is acceptable to the appointment of which does not adversely affect the then current rating of the Certificates by each Rating Agency, Certificate Insurer as the successor to a the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of a the Master Servicer hereunder. Any successor to a Servicer shall be an institution which is a Xxxxxx Mae or Xxxxxxx Mac approved seller/servicer for first and second loans in good standingPending any such appointment, which has a net worth of at least $10,000,000, which is willing to service the related Mortgage Loans and which executes and delivers to the Depositor and the Trustee an agreement accepting such delegation and assignment, containing an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of the related Servicer (other than liabilities of the related Servicer under Section 6.03 hereof incurred prior to termination of the related Servicer under Section 7.01 hereunder), with like effect as if originally named as a party to this Agreement; provided that each Rating Agency acknowledges that its rating of the Certificates in effect immediately prior to such assignment and delegation will not be qualified, withdrawn or downgraded as a result of such assignment and delegation. Pending appointment of a successor to a Servicer hereunder, the Trustee, unless the Trustee is prohibited by law from so acting, shall, subject obligated to the limitations described herein, act in such capacity as hereinabove providedcapacity. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on the related Mortgage Loans as it and such successor shall agree; provided, however, that no such compensation shall shall, together with the compensation to the Trustee, be in excess of that permitted the Servicing FeeMaster Servicer hereunder. The Trustee and such successor shall take such actionactions, consistent with this Agreement, as shall be necessary to effectuate any such succession. Neither the Trustee nor any other successor servicer shall be deemed to be in default by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the failure of the related Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. In connection with the termination or resignation of any 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, in which case the predecessor Servicer shall cooperate with the successor Servicer in causing MERS to revise its records to reflect the transfer of servicing to the successor Servicer as necessary under MERS’ rules and regulations, or (ii) the predecessor Servicer shall cooperate with the successor Servicer 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. The predecessor Servicer shall file or cause to be filed any such assignment in the appropriate recording office. The predecessor Servicer shall bear any and all fees of MERS, costs of preparing any assignments of Mortgage, and fees and costs of filing any assignments of Mortgage that may be required under this subsection. Any successor to a 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 such Servicer is required to maintain pursuant to this Agreement.

Trustee to Act; Appointment of Successor. On and after the time a the Master Servicer receives a notice of termination pursuant to Section 7.01 of this Agreement or the resignation of a Servicer pursuant to Section 6.04, 9.01 hereof the Trustee shall, subject to and to the extent provided herein, be shall automatically become the successor to the related Servicer, but only in its capacity as servicer under this Agreement, and not in any other, and Master Servicer with respect to the transactions set forth or provided for herein and after a transition period (not to exceed 90 days), shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the related Master Servicer by the terms and provisions hereof and applicable law including the obligation to make Advances hereof; provided, however that, pursuant to Section 4.01Article VI hereof, the Trustee in its capacity as Successor Master Servicer shall be responsible for making any Advances required to be made by the Master Servicer 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 predecessor Master Servicer. As Effective on the date of such notice of termination, as compensation therefor, the Trustee shall be entitled to all funds relating to the Mortgage Loans compensation, reimbursement of expenses and indemnifications that the related Master Servicer would have been entitled to charge if it had continued to the Collection Accountact hereunder, provided provided, however, that the terminated Servicer Trustee shall nonetheless not be entitled to payment (i) liable for any acts or reimbursement as provided in Section 3.08 to the extent that such payment or reimbursement relates to the period prior to termination omissions of the related 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 pursuant to Section 2.03 or (iv) obligated to deposit losses on any Permitted Investment directed by the Master Servicer. Notwithstanding the foregoing, if the Trustee has become the successor to a Servicer in accordance with Section 7.01, the Trustee may, if it shall be unwilling to so act, or shall, if it is prohibited by applicable law from making Advances pursuant to 4.01 hereof, Article VI or if it is otherwise unable to so act, appoint, or petition a court of competent jurisdiction to appoint, any established mortgage loan servicing institution the appointment of which does not adversely affect the then current rating of the Certificates by each Rating Agency, Agency as the successor to a the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of a the Master Servicer hereunder. Any successor to a Successor Master Servicer shall (i) be an institution which that is a Xxxxxx Mae or and Xxxxxxx Mac approved seller/servicer for first and second loans in good standing, which that has a net worth of at least $10,000,00015,000,000, (ii) be acceptable to the Trustee (which is consent shall not be unreasonably withheld) and (iii) be willing to service the related act as successor servicer of any Mortgage Loans under this Agreement, and which executes shall have executed and delivers delivered to the Depositor and the Trustee an agreement accepting such delegation and assignment, containing that contains an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of the related Master Servicer (other than any liabilities of the related Master Servicer under Section 6.03 hereof incurred prior to termination of the related Master Servicer under Section 7.01 hereunder9.01 or as otherwise set forth herein), with like effect as if originally named as a party to this Agreement; , provided that each Rating Agency acknowledges shall have acknowledged in writing that its rating of the Certificates in effect immediately prior to such assignment and delegation will not be qualified, withdrawn qualified or downgraded reduced as a result of such assignment and delegation. If the Trustee assumes the duties and responsibilities of the Master Servicer in accordance with this Section 9.02, the Trustee shall not resign as Master Servicer until a Successor Master Servicer has been appointed and has accepted such appointment. Pending appointment of a successor to a the Master Servicer hereunder, the Trustee, unless the Trustee is prohibited by law from so acting, shall, subject to the limitations described herein, shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on the related Mortgage Loans or otherwise as it and such successor shall agree; provided, however, provided that no such compensation unless agreed to by the Certificateholders shall be in excess of that permitted the Servicing FeeMaster Servicer hereunder. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Neither the Trustee nor any other successor servicer Successor Master Servicer shall be deemed to be in default hereunder by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the failure of the related Master Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. In 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 resignation manipulation of any Servicer hereunder, either (i) the successor servicer, including such servicing data as may be required by the Trustee if to correct any errors or insufficiencies in the servicing data or otherwise to enable the Trustee is acting as successor or the Successor Master Servicer to service the Mortgage Loans properly and effectively, to the extent not paid by the terminated Master Servicer, shall represent and warrant that it is a member of MERS in good standing and shall agree to comply in all material respects with the rules and procedures of MERS in connection with the servicing of the Mortgage Loans that are registered with MERS, in which case the predecessor Servicer shall cooperate with the successor Servicer in causing MERS to revise its records to reflect the transfer of servicing to the successor Servicer as necessary under MERS’ rules and regulations, or (ii) the predecessor Servicer shall cooperate with the successor Servicer in causing MERS to execute and deliver an assignment of Mortgage in recordable form to transfer the Mortgage from MERS be payable to the Trustee and pursuant to execute and deliver such other notices, documents and other instruments as may be necessary or desirable to effect a transfer of such Mortgage Loan or servicing of such Mortgage Loan on the MERS® System to the successor Servicer. The predecessor Servicer shall file or cause to be filed any such assignment in the appropriate recording office. The predecessor Servicer shall bear any and all fees of MERS, costs of preparing any assignments of Mortgage, and fees and costs of filing any assignments of Mortgage that may be required under this subsectionSection 10.05. Any successor to a 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 servicer, successor servicer maintain in force the policy or policies that such the Master Servicer is required to maintain pursuant to this AgreementSection 4.04.

Trustee to Act; Appointment of Successor. On and after the time a the Servicer receives a notice of termination pursuant to Section 7.01 of this Agreement 3.24 or the resignation of a Servicer pursuant to Section 6.047.01, the Trustee shall, subject to and to the extent provided hereinin Section 3.06, and subject to the rights of the Depositor to appoint a successor Servicer pursuant to this Section 7.02, be the successor to the related Servicer, but only Servicer in its capacity as servicer under this Agreement, and not in any other, Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the related Servicer by the terms and provisions hereof and applicable law including the obligation to make P&I Advances or Servicing Advances pursuant to Section 4.01. As compensation therefor, the Trustee shall be entitled to all funds relating to the Mortgage Loans that the related Servicer would have been entitled to charge to the Collection AccountAccount if the Servicer had continued to act hereunder including, provided that if the terminated Servicer shall nonetheless be entitled to payment was receiving the Servicing Fee, the Servicing Fee and the income on investments or reimbursement as provided in Section 3.08 gain related to the extent that such payment Collection Account (in addition to income on investments or reimbursement relates gain related to the period prior to termination Distribution Account for the benefit of the related ServicerTrustee). Notwithstanding the foregoing, if the Trustee has become the successor to a the Servicer in accordance with this Section 7.017.02, the Trustee may, if it shall be unwilling to so act, or shall, if it is prohibited by applicable law from making P&I Advances and Servicing Advances pursuant to Section 4.01 hereof, or if it is otherwise unable to so act, appoint, or petition a court of competent jurisdiction to appoint, any established mortgage loan servicing institution the appointment of which does not adversely affect the then current rating of the Certificates by each Rating Agency, as the successor to a the Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of a the Servicer hereunder. Any successor to a the Servicer shall be an institution which is a Xxxxxx Mae or Xxxxxxx Mac Fannie Mae- and Freddie Mac-approved seller/servicer for first and second loans in good standing, which has xxxxx hxx a net worth of xxxxx xf at least $10,000,00030,000,000, which is willing to service the related Mortgage Loans and which executes and delivers to the Depositor and the Trustee an agreement accepting such delegation and assignment, containing an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of the related Servicer (other than liabilities of the related Servicer under Section 6.03 hereof incurred prior to termination of the related Servicer under Section 7.01 hereunder7.01), with like effect as if originally named as a party to this Agreement; provided provided, that each Rating Agency acknowledges that its rating of the Certificates in effect immediately prior to such assignment and delegation will not be qualifiedqualified or reduced, withdrawn or downgraded as a result of such assignment and delegation. Pending appointment of a successor to a the Servicer hereunder, the Trustee, unless the Trustee is prohibited by law from so acting, shall, subject to the limitations described hereinSection 3.05, act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on the related Mortgage Loans as it it, the Depositor, and such successor shall agree; provided, however, that no such compensation shall be in excess of the Servicing FeeFee Rate and amounts paid to the Servicer from investments. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Neither the Trustee nor any other successor servicer to the Servicer shall be deemed to be in default hereunder by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the failure of the related Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. In connection with the termination or resignation of any 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, in which case the predecessor Servicer shall cooperate with the successor Servicer in causing MERS to revise its records to reflect the transfer of servicing to the successor Servicer as necessary under MERS’ rules and regulations, or (ii) the predecessor Servicer shall cooperate with the successor Servicer 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. The predecessor Servicer shall file or cause to be filed any such assignment in the appropriate recording office. The predecessor Servicer shall bear any and all fees of MERS, costs of preparing any assignments of Mortgage, and fees and costs of filing any assignments of Mortgage that may be required under this subsection. Any successor to a the Servicer as servicer shall give notice to the Mortgagors of such change of servicer Servicer, in accordance with applicable federal and state law, and shall, during the term of its service as servicerServicer, maintain in force the policy or policies that such the Servicer is required to maintain pursuant to Section 3.13. Notwithstanding anything to the contrary contained in this Agreement, the Depositor, as the owner of the Servicing Rights, shall have the right to appoint a successor to the Servicer upon termination of the servicing pursuant to Section 3.24 or Section 7.01. Any such successor Servicer shall be required to satisfy the requirements of a successor Servicer under this Section 7.02. In the event the Depositor sells the Servicing Rights to a successor Servicer, the Depositor shall retain all proceeds, net of expenses, incurred, in connection with such transaction.

Trustee to Act; Appointment of Successor. On and after the time a the Master Servicer receives a notice of termination pursuant to Section 7.01 of this Agreement or the resignation of a Servicer pursuant to Section 6.04hereof, the Trustee shall, subject to and to the extent provided hereinin Section 3.05, be the successor to the related Servicer, but only Master Servicer in its capacity as servicer Master Servicer under this Agreement, and not in any other, Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the related Master Servicer by the terms and provisions hereof and applicable law including the obligation to make Advances pursuant to Section 4.01. As compensation therefor, the Trustee shall be entitled to investment income of all funds relating to the Mortgage Loans that the related Master Servicer would have been entitled to charge to on deposit in the Collection Account, provided that Account or Distribution Account if the terminated Master Servicer shall nonetheless be entitled had continued to payment or reimbursement as provided in Section 3.08 to the extent that such payment or reimbursement relates to the period prior to termination of the related Serviceract hereunder. Notwithstanding the foregoing, if the Trustee has become the successor to a the Master Servicer in accordance with Section 7.017.01 hereof, the Trustee may, if it shall be unwilling to so act, or shall, if it is prohibited by applicable law from making Advances pursuant to Section 4.01 hereof, hereof or if it is otherwise unable to so act, 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 mortgage loan servicing institution the appointment of which does not adversely affect the then current rating of the Certificates by each Rating Agency, Agency as the successor to a the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of a the Master Servicer hereunder. Any successor to a the Master Servicer shall be an institution which is a Xxxxxx Fannie Mae or Xxxxxxx and Frxxxxx Mac approved sellerapproxxx xxxler/servicer for first and second loans in good standing, which has a net worth of at least $10,000,00015,000,000, and which is willing to master service the related Mortgage Loans and which executes and delivers to the Depositor and the Trustee an agreement accepting such delegation and assignment, containing which contains an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of the related Master Servicer (other than liabilities of the related Master Servicer under Section 6.03 hereof incurred prior to termination of the related Master Servicer under Section 7.01 hereunder7.01), with like effect as if originally named as a party to this Agreement; and provided further that each Rating Agency acknowledges that its rating of the Certificates in effect immediately prior to such assignment and delegation will not be qualifiedqualified or reduced, withdrawn or downgraded without regard to the guaranty provided by the Policies, as a result of such assignment and delegation. Pending appointment of a successor to a the Master Servicer hereunder, the Trustee, unless the Trustee is prohibited by law from so acting, shall, subject to the limitations described hereinSection 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 related Mortgage Loans as it and such successor master servicer shall agree; provided, however, that no such compensation shall be in excess of the Servicing Feecompensation permitted the Master Servicer 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 related Master Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. In connection with the termination or resignation of any 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, in which case the predecessor Servicer shall cooperate with the successor Servicer in causing MERS to revise its records to reflect the transfer of servicing to the successor Servicer as necessary under MERS’ rules and regulations, or (ii) the predecessor Servicer shall cooperate with the successor Servicer 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. The predecessor Servicer shall file or cause to be filed any such assignment in the appropriate recording office. The predecessor Servicer shall bear any and all fees of MERS, costs of preparing any assignments of Mortgage, and fees and costs of filing any assignments of Mortgage that may be required under this subsection. Any successor to a master servicer as Master Servicer shall give notice to the Mortgagors Servicers of such change of master servicer and shall, during the term of its service as servicer, master servicer maintain in force the policy or policies that such the Master Servicer is required to maintain pursuant to this AgreementSection 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. On and after the time a Servicer receives a notice of termination pursuant to Section 7.01 of this Agreement 8.01 or the resignation of a Servicer pursuant to Section 6.04the WFHM Servicing Agreement, as applicable, the Trustee shall, subject to and to the extent provided herein, be shall automatically become the successor to the related Servicer, but only in its capacity as servicer under this Agreement, and not in any other, and such Servicer with respect to the transactions set forth or provided for herein and after a transition period (not to exceed 90 days), shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the related such Servicer by the terms and provisions hereof or the WFHM Servicing Agreement and applicable law including the obligation to make Advances pursuant to Section 4.01Article VI hereof except as otherwise provided herein; provided, however, that the Trustee's obligation to make Advances in its capacity as Successor Servicer shall not be subject to such 90 day transition period and the Trustee in such capacity will make any Advance required to be made by the predecessor Servicer on the Distribution Date on which the predecessor Servicer was required to make such Advance. As Effective on the date of such notice of termination, as compensation therefor, the Trustee shall be entitled to all funds fees, costs and expenses relating to the Mortgage Loans that the related terminated Servicer would have been entitled to charge if it had continued to act hereunder or under the Collection AccountWFHM Servicing Agreement, provided as applicable, provided, however, that the Trustee shall not be (i) liable for any acts or omissions of the terminated Servicer, (ii) obligated to make Advances if it is prohibited from doing so under applicable law or determines that such Advance, if made, would constitute a Nonrecoverable Advance, (iii) responsible for expenses of the terminated Servicer shall nonetheless be entitled pursuant to payment Section 2.03 or reimbursement as provided in Section 3.08 pursuant to the extent that such payment WFHM Servicing Agreement or reimbursement relates (iv) obligated to deposit losses on any Permitted Investment directed by the period prior to termination of the related terminated Servicer. Notwithstanding the foregoing, if the Trustee has become the successor to a Servicer in accordance with Section 7.01, the Trustee may, if it shall be unwilling to so act, or shall, if it is prohibited by applicable law from making Advances pursuant to 4.01 hereof, Article VI or if it is otherwise unable to so act, appoint, or petition a court of competent jurisdiction to appoint, any established mortgage loan servicing institution the appointment of which does not adversely affect the then current rating of the Certificates by each Rating Agency, Agency as the successor to a the related Servicer hereunder or under the WFHM Servicing Agreement, as applicable in the assumption of all or any part of the responsibilities, duties or liabilities of a the related Servicer hereunderhereunder or under the WFHM Servicing Agreement, as applicable. Any successor to a Successor Servicer shall (i) be an institution which that is a Xxxxxx Mae or Xxx and Xxxxxxx Mac approved seller/servicer for first and second loans in good standing, which that has a net worth of at least $10,000,000, which is 15,000,000 and (ii) be willing to service the related act as successor servicer of any Mortgage Loans under this Agreement or under the WFHM Servicing Agreement, as applicable, and which executes shall have executed and delivers delivered to the Depositor and the Trustee an agreement accepting such delegation and assignment, containing that contains an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of the related terminated Servicer (other than any liabilities of the related terminated Servicer under Section 6.03 hereof incurred prior to termination of the related such Servicer under Section 7.01 hereunder8.01), with like effect as if originally named as a party to this Agreement or the WFHM Servicing Agreement; , as applicable, provided that each Rating Agency acknowledges shall have acknowledged in writing that its rating of the Certificates in effect immediately prior to such assignment and delegation will not be qualified, withdrawn qualified or downgraded reduced as a result of such assignment and delegation. If the Trustee assumes the duties and responsibilities of a Servicer in accordance with this Section 8.02, 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 a the terminated Servicer hereunder, the Trustee, unless the Trustee is prohibited by law from so acting, shall, subject to the limitations described hereinSection 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 related Mortgage Loans or otherwise as it and such successor shall agree; provided, however, provided that no such compensation shall be in excess of that permitted the terminated Servicer hereunder or under the WFHM Servicing FeeAgreement, as applicable. The Trustee and such successor shall take such action, consistent with this Agreement or under the WFHM Servicing Agreement, as applicable, as shall be necessary to effectuate any such succession. Neither the Trustee nor any other successor servicer 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 related Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. In The costs and expenses of the Trustee in connection with the termination of a Servicer, appointment of a Successor 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 resignation manipulation of any Servicer hereunder, either (i) the successor servicer, including such servicing data as may be required by the Trustee if to correct any errors or insufficiencies in the servicing data or otherwise to enable the Trustee is acting as successor or the Successor Servicer to service the related Mortgage Loans properly and effectively, to the extent not paid by the terminated Servicer, shall represent and warrant that it is a member of MERS in good standing and shall agree to comply in all material respects with the rules and procedures of MERS in connection with the servicing of the Mortgage Loans that are registered with MERS, in which case the predecessor Servicer shall cooperate with the successor Servicer in causing MERS to revise its records to reflect the transfer of servicing to the successor Servicer as necessary under MERS’ rules and regulations, or (ii) the predecessor Servicer shall cooperate with the successor Servicer in causing MERS to execute and deliver an assignment of Mortgage in recordable form to transfer the Mortgage from MERS be payable to the Trustee and from the Distribution Account pursuant to execute and deliver such other notices, documents and other instruments as may be necessary or desirable to effect a transfer of such Mortgage Loan or servicing of such Mortgage Loan on the MERS® System to the successor Servicer. The predecessor Servicer shall file or cause to be filed any such assignment in the appropriate recording office. The predecessor Servicer shall bear any and all fees of MERS, costs of preparing any assignments of Mortgage, and fees and costs of filing any assignments of Mortgage that may be required under this subsectionSection 4.07. Any successor to a the terminated Servicer as successor servicer under this Agreement or under the WFHM Servicing Agreement shall give notice to the applicable Mortgagors of such change of servicer and shall, during the term of its service as servicer, successor servicer maintain in force the policy or policies that such the terminated Servicer is required to maintain pursuant to this AgreementSection 3.04.

Trustee to Act; Appointment of Successor. On and after the time a the Master Servicer receives a notice of termination pursuant to Section 7.01 of this Agreement or the resignation of a Servicer pursuant to Section 6.04hereof, the Trustee shall, subject to and to the extent provided hereinin Section 3.05, be the successor to the related Servicer, but only Master Servicer in its capacity as servicer Master Servicer under this Agreement, and not in any other, Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties duties, liabilities and limitations on liabilities relating thereto placed on the related Master Servicer by the terms and provisions hereof and applicable law including the obligation to make Advances pursuant to Section 4.01. As compensation therefor, the Trustee shall be entitled to all funds relating compensation to which the Mortgage Loans that the related Master Servicer would have been entitled hereunder if the Master Servicer had continued to charge to the Collection Account, provided that the terminated Servicer shall nonetheless be entitled to payment or reimbursement as provided in Section 3.08 to the extent that such payment or reimbursement relates to the period prior to termination of the related Serviceract hereunder. Notwithstanding the foregoing, if the Trustee has become the successor to a the Master Servicer in accordance with Section 7.017.01 hereof, the Trustee may, if it shall be unwilling to so act, or shall, if it is prohibited by applicable law from making Advances pursuant to Section 4.01 hereof, hereof or if it is otherwise unable to so act, 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 mortgage loan servicing institution the appointment of which does not adversely affect the then current rating of the Certificates by each Rating Agency, Agency as the successor to a the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of a the Master Servicer hereunder. Any successor to a the Master Servicer shall be an institution which is a Xxxxxx Fannie Mae or Xxxxxxx and Freddie Mac approved seller/servicer for first and second loans in good standing, which has wxxxx xas a net worth of xxxxx xf at least $10,000,00015,000,000, and which is willing to master service the related Mortgage Loans and which executes and delivers to the Depositor and the Trustee an agreement accepting such delegation and assignment, containing which contains an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of the related Master Servicer (other than liabilities of the related Master Servicer under Section 6.03 hereof incurred prior to termination of the related Master Servicer under Section 7.01 hereunder7.01), with like effect as if originally named as a party to this Agreement; and provided further that each Rating Agency acknowledges that its rating of the Certificates in effect immediately prior to such assignment and delegation will not be qualifiedqualified or reduced, withdrawn or downgraded without regard to the guaranty provided by the Policies, as a result of such assignment and delegation. Pending appointment of a successor to a the Master Servicer hereunder, the Trustee, unless the Trustee is prohibited by law from so acting, shall, subject to the limitations described hereinSection 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 related Mortgage Loans as it and such successor master servicer shall agree; provided, however, that no such compensation shall be in excess of the Servicing Feecompensation permitted the Master Servicer 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 related Master Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. In connection with the termination or resignation of any 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, in which case the predecessor Servicer shall cooperate with the successor Servicer in causing MERS to revise its records to reflect the transfer of servicing to the successor Servicer as necessary under MERS’ rules and regulations, or (ii) the predecessor Servicer shall cooperate with the successor Servicer 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. The predecessor Servicer shall file or cause to be filed any such assignment in the appropriate recording office. The predecessor Servicer shall bear any and all fees of MERS, costs of preparing any assignments of Mortgage, and fees and costs of filing any assignments of Mortgage that may be required under this subsection. Any successor to a master servicer as Master Servicer shall give notice to the Mortgagors Servicers of such change of master servicer and shall, during the term of its service as servicer, master servicer maintain in force the policy or policies that such the Master Servicer is required to maintain pursuant to this AgreementSection 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)(iii); provided that the Master Servicer shall reimburse the Trust for any such expense incurred by the Trust.

Trustee to Act; Appointment of Successor. On and after (a) Upon the time a receipt by either Master Servicer receives of a notice of termination pursuant to Section 7.01 8.01 or an Opinion of this Agreement or the resignation of a Servicer Independent Counsel pursuant to Section 6.047.05 to the effect that 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, subject to and to the extent provided herein, be shall automatically become the successor in all respects to the related Servicer, but only such Master Servicer in its capacity as servicer under this Agreement, and not in any other, Agreement and the transactions set forth or provided for herein and shall thereafter be subject to all the responsibilities, duties duties, liabilities and limitations on liabilities relating thereto placed on the related such Master Servicer by the terms and provisions hereof and applicable law including hereof; PROVIDED, HOWEVER, that the Trustee (i) shall be under no obligation to make Advances purchase any Mortgage Loan pursuant to Section 4.0110.01; and (ii) shall have no obligation whatsoever with respect to any liability (other than advances deemed recoverable and not previously made) 111 incurred by such Master Servicer at or prior to the time of receipt by such Master Servicer of such notice or by the Trustee of such Opinion of Independent Counsel, including any liabilities associated with either Master Servicer's failure to modify its computer and any other systems in a manner such that such Master Servicer can service the related 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 all funds relating to the Mortgage Loans that the related which such Master Servicer would have been entitled to charge retain if such Master Servicer had continued to the Collection Accountact hereunder, provided that the terminated except for those amounts due such Master Servicer shall nonetheless be entitled to payment as reimbursement for advances previously made or reimbursement as provided in Section 3.08 to the extent that such payment or reimbursement relates to the period prior to termination of the related Servicerexpenses previously incurred. Notwithstanding the foregoing, if the Trustee has become the successor to a Servicer in accordance with Section 7.01above, the Trustee may, if it shall be unwilling so to so act, or shall, if it is prohibited by applicable law from making Advances pursuant legally unable so to 4.01 hereof, or if it is otherwise unable to so act, appoint, appoint or petition a court of competent jurisdiction to appoint, any established mortgage loan servicing housing and home finance institution the appointment which is a Fannie Mae- or Freddie Mac- approved sxxxxxxr, and wixx xxxxect to a successor to such Master Servicer only, having a net worth of which does not adversely affect the then current rating of the Certificates by each Rating Agencyless than $10,000,000, as the successor to a such Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of a such Master Servicer hereunder. Any successor to a Servicer shall be an institution which is a Xxxxxx Mae or Xxxxxxx Mac approved seller/servicer for first and second loans in good standing, which has a net worth of at least $10,000,000, which is willing to service the related Mortgage Loans and which executes and delivers to the Depositor and the Trustee an agreement accepting such delegation and assignment, containing an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of the related Servicer (other than liabilities of the related Servicer under Section 6.03 hereof incurred prior to termination of the related Servicer under Section 7.01 hereunder), with like effect as if originally named as a party to this Agreement; provided that each Rating Agency acknowledges that its rating of the Certificates in effect immediately prior to such assignment and delegation will not be qualified, withdrawn or downgraded as a result of such assignment and delegation. Pending appointment of a successor to a either Master Servicer hereunder, the Trustee, unless the Trustee is prohibited by law from so acting, shall, subject to the limitations described herein, shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on the related Mortgage Loans as it and such successor shall agree; providedPROVIDED, howeverHOWEVER, that the provisions of Section 7.06 shall apply, no such compensation shall be in excess of that permitted the Servicing FeeTrustee 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. 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 related Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. In connection with the termination or resignation of any 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, in which case the predecessor Servicer shall cooperate with the successor Servicer in causing MERS to revise its records to reflect the transfer of servicing to the successor Servicer as necessary under MERS’ rules and regulations, or (ii) the predecessor Servicer shall cooperate with the successor Servicer 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. The predecessor Servicer shall file or cause to be filed any such assignment in the appropriate recording office. The predecessor Servicer shall bear any and all fees of MERS, costs of preparing any assignments of Mortgage, and fees and costs of filing any assignments of Mortgage that may be required under this subsection. Any successor to a 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 such Servicer is required to maintain pursuant to this Agreement.

Trustee to Act; Appointment of Successor. On and after the time a the Master Servicer receives a notice of termination pursuant to Section 7.01 of this Agreement or the resignation of a Servicer pursuant to Section 6.04hereof, the Trustee shall, subject to and to the extent provided hereinin Section 3.04, be the successor to the related Servicer, but only Master Servicer in its capacity as master servicer under this Agreement, and not in any other, Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the related Master Servicer by the terms and provisions hereof and applicable law including the obligation to make Advances pursuant to Section 4.01. As compensation therefor, the Trustee shall be entitled to all funds relating to the Mortgage Loans that the related Master Servicer would have been entitled to charge to the Collection Account, provided that Certificate Account or Distribution Account if the terminated Master Servicer shall nonetheless be entitled had continued to payment or reimbursement as provided in Section 3.08 to the extent that such payment or reimbursement relates to the period prior to termination of the related Serviceract hereunder. Notwithstanding the foregoing, if the Trustee has become the successor to a the Master Servicer in accordance with Section 7.017.01 hereof, the Trustee may, if it shall be unwilling to so act, or shall, if it is prohibited by applicable law from making Advances pursuant to Section 4.01 hereof, hereof or if it is otherwise unable to so act, appoint, or petition a court of competent jurisdiction to appoint, any established mortgage loan servicing institution the appointment of which does not adversely affect the then current rating of the Certificates by each Rating Agency, Agency as the successor to a the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of a the Master Servicer hereunder. Any successor to a the Master Servicer shall be an institution which is a Xxxxxx Mae or Xxxxxxx Mac FNMA and FHLMC approved seller/servicer for first and second loans in good standing, which has a net worth of at least $10,000,00015,000,000, and which is willing to service the related Mortgage Loans and which executes and delivers to the Depositor and the Trustee an agreement accepting such delegation and assignment, containing which contains an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of the related Master Servicer (other than liabilities of the related Master Servicer under Section 6.03 hereof incurred prior to termination of the related Master Servicer under Section 7.01 hereunder7.01), with like effect as if originally named as a party to this Agreement; and provided further that each Rating Agency acknowledges that its rating of the Certificates in effect immediately prior to such assignment and delegation will not be qualifiedqualified or reduced, withdrawn or downgraded without regard to the guaranty provided by the Policy, as a result of such assignment and delegation. Pending appointment of a successor to a the Master Servicer hereunder, the Trustee, unless the Trustee is prohibited by law from so acting, shall, subject to the limitations described hereinSection 3.04 hereof, act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on the related Mortgage Loans as it and such successor shall agree; provided, however, that no such compensation shall be in excess of the Master Servicing FeeFee permitted the Master Servicer hereunder. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Neither the Trustee nor any other successor 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 related Master Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. In connection with the termination or resignation of any 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, in which case the predecessor Servicer shall cooperate with the successor Servicer in causing MERS to revise its records to reflect the transfer of servicing to the successor Servicer as necessary under MERS’ rules and regulations, or (ii) the predecessor Servicer shall cooperate with the successor Servicer 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. The predecessor Servicer shall file or cause to be filed any such assignment in the appropriate recording office. The predecessor Servicer shall bear any and all fees of MERS, costs of preparing any assignments of Mortgage, and fees and costs of filing any assignments of Mortgage that may be required under this subsection. Any successor to a 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 servicer, master servicer maintain in force the policy or policies that such the Master Servicer is required to maintain pursuant to this AgreementSection 6.05.

Trustee to Act; Appointment of Successor. On and after the time a Servicer the Subservicer receives a notice of termination pursuant to Section 7.01 7.01(b) hereof or any Term of this Agreement or Service is not renewed by the resignation of a Servicer Group II Certificate Insurer pursuant to Section 6.047.01(c) hereof, the Trustee (or, if the Group II Certificate Insurer so elects, an alternate successor Subservicer designated by the Group II Certificate Insurer) shall, subject to and to the extent provided hereinin Section 3.04, be the successor to the related Servicer, but only Subservicer in its capacity as servicer under this Agreement, and not in any other, Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the related Servicer Subservicer by the terms and provisions hereof and applicable law including the obligation to make Advances advances pursuant to Section 4.01. As compensation therefor, the Trustee (or other successor Subservicer) shall be entitled to all funds fees, costs and expenses relating to the Mortgage Loans that the related Servicer Subservicer would have been entitled to charge if the Subservicer had continued to the Collection Account, provided that the terminated Servicer shall nonetheless be entitled to payment or reimbursement as provided in Section 3.08 to the extent that such payment or reimbursement relates to the period prior to termination of the related Serviceract hereunder. Notwithstanding the foregoing, if the Group II Certificate Insurer has not designated an alternate successor Subservicer and the Trustee has become the successor to a Servicer the Subservicer in accordance with Section 7.017.01 hereof, the Trustee may, if it shall be unwilling to so act, or shall, if it is prohibited by applicable law from making Advances pursuant to Section 4.01 hereof, hereof or if it is otherwise unable to so act, appoint, or petition a court of competent jurisdiction to appoint, any established mortgage loan servicing institution the appointment of which is consented to by the Group II Certificate Insurer and does not adversely affect the then current rating of the Certificates by each Rating Agency, Agency as the successor to a Servicer the Subservicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of a Servicer the Subservicer hereunder. Any successor to a Servicer Subservicer shall be an institution which that is a Xxxxxx Mae or Xxxxxxx Mac FNMA and FHLMC approved seller/servicer for first and second loans in good standing, which that has a net worth of at least $10,000,00015,000,000, which and that is willing to service the related Mortgage Loans and which executes and delivers to the Depositor and the Trustee an agreement accepting such delegation and assignment, containing that contains an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of the related Servicer Subservicer (other than liabilities of the related Servicer Subservicer under Section 6.03 hereof incurred prior to termination of the related Servicer Subservicer under Section 7.01 hereunder7.01), with like effect as if originally named as a party to this Agreement; and provided further that each Rating Agency acknowledges that its rating of the Certificates in effect immediately prior to such assignment and delegation will not be qualified, withdrawn qualified or downgraded reduced as a result of such assignment and delegation. No appointment of a successor to the Subservicer hereunder shall be effective until the Group II Certificate Insurer (or the Trustee if the rights of the Group II Certificate Insurer under this Agreement have terminated or if there is a Group II Certificate Insurer Default) shall have consented thereto, and written notice of such proposed appointment shall have been provided by the Trustee to each Certificateholder. The Trustee shall not resign as servicer until a successor servicer has been appointed and has accepted such appointment. Pending appointment of a successor to a Servicer the Subservicer hereunder, the Trustee, unless the Trustee is prohibited by law from so acting, shall, subject to the limitations described hereinSection 3.04 hereof, act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on the related Mortgage Loans as it it, the Group II Certificate Insurer and such successor shall agree; provided, however, that no such compensation shall be in excess of the Servicing Fee. 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 related Servicer Subservicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. In connection with the termination or resignation of any 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, in which case the predecessor Servicer shall cooperate with the successor Servicer in causing MERS to revise its records to reflect the transfer of servicing to the successor Servicer as necessary under MERS’ rules and regulations, or (ii) the predecessor Servicer shall cooperate with the successor Servicer 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. The predecessor Servicer shall file or cause to be filed any such assignment in the appropriate recording office. The predecessor Servicer shall bear any and all fees of MERS, costs of preparing any assignments of Mortgage, and fees and costs of filing any assignments of Mortgage that may be required under this subsection. Any successor to a Servicer the Subservicer as servicer shall give notice to the Mortgagors of such change of servicer and shall, during the term of its service as servicer, servicer maintain in force the policy or policies that such Servicer the Subservicer is required to maintain pursuant to this AgreementSection 6.05.

Trustee to Act; Appointment of Successor. On and after the time a the Master Servicer receives a notice of termination pursuant to Section 7.01 of this Agreement or the resignation of a Servicer pursuant to Section 6.04hereof, the Trustee shall, subject to and to the extent provided hereinin Section 3.04, be the successor to the related Servicer, but only Master Servicer in its capacity as master servicer under this Agreement, and not in any other, Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the related Master Servicer by the terms and provisions hereof and applicable law including the obligation to make Advances pursuant to Section 4.01. As compensation therefor, the Trustee shall be entitled to all funds relating to the Mortgage Loans that the related Master Servicer would have been entitled to charge to the Collection Account, provided that Certificate Account or Distribution Account if the terminated Master Servicer shall nonetheless be entitled had continued to payment or reimbursement as provided in Section 3.08 to the extent that such payment or reimbursement relates to the period prior to termination of the related Serviceract hereunder. Notwithstanding the foregoing, if the Trustee has become the successor to a the Master Servicer in accordance with Section 7.017.01 hereof, the Trustee may, if it shall be unwilling to so act, or shall, if it is prohibited by applicable law from making Advances pursuant to Section 4.01 hereof, hereof or if it is otherwise unable to so act, appoint, or petition a court of competent jurisdiction to appoint, any established mortgage loan servicing institution the appointment of which does not adversely affect the then current rating of the Certificates by each Rating Agency, Agency as the successor to a the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of a the Master Servicer hereunder. Any successor to a the Master Servicer shall be an institution which is a Xxxxxx Mae or Xxxxxxx Mac FNMA and FHLMC approved seller/servicer for first and second loans in good standing, which has a net worth of at least $10,000,00015,000,000, and which is willing to service the related Mortgage Loans and which executes and delivers to the Depositor and the Trustee an agreement accepting such delegation and assignment, containing which contains an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of the related Master Servicer (other than liabilities of the related Master Servicer under Section 6.03 hereof incurred prior to termination of the related Master Servicer under Section 7.01 hereunder7.01), with like effect as if originally named as a party to this Agreement; and provided further that each Rating Agency acknowledges that its rating of the Certificates in effect immediately prior to such assignment and delegation will not be qualifiedqualified or reduced, withdrawn or downgraded without regard to the guaranty provided by the Policies, as a result of such assignment and delegation. Pending appointment of a successor to a the Master Servicer hereunder, the Trustee, unless the Trustee is prohibited by law from so acting, shall, subject to the limitations described hereinSection 3.04 hereof, act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on the related Mortgage Loans as it and such successor shall agree; provided, however, -------- ------- that no such compensation shall be in excess of the Master Servicing FeeFee permitted the Master Servicer hereunder. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Neither the Trustee nor any other successor 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 related Master Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. In connection with the termination or resignation of any 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, in which case the predecessor Servicer shall cooperate with the successor Servicer in causing MERS to revise its records to reflect the transfer of servicing to the successor Servicer as necessary under MERS’ rules and regulations, or (ii) the predecessor Servicer shall cooperate with the successor Servicer 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. The predecessor Servicer shall file or cause to be filed any such assignment in the appropriate recording office. The predecessor Servicer shall bear any and all fees of MERS, costs of preparing any assignments of Mortgage, and fees and costs of filing any assignments of Mortgage that may be required under this subsection. Any successor to a 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 servicer, master servicer maintain in force the policy or policies that such the Master Servicer is required to maintain pursuant to this AgreementSection 6.05.

Trustee to Act; Appointment of Successor. On and after the time a the Servicer receives a notice of termination pursuant to Section 7.01 of this Agreement or the resignation of a Servicer pursuant to Section 6.04hereof, the Trustee shall, subject to and to the extent provided hereinin Section 3.04, be the successor to the related Servicer, but only Servicer in its capacity as servicer under this Agreement, and not in any other, Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the related Servicer by the terms and provisions hereof and applicable law including the obligation to make Advances advances pursuant to Section 4.01. As compensation therefor, subject to the last paragraph of Section 7.01, as applicable, the Trustee shall be entitled to all funds relating to the Mortgage Loans compensation and reimbursement for costs and expenses that the related Servicer would have been entitled to charge hereunder if the Servicer had continued to the Collection Account, provided that the terminated Servicer shall nonetheless be entitled to payment or reimbursement as provided in Section 3.08 to the extent that such payment or reimbursement relates to the period prior to termination of the related Serviceract hereunder. Notwithstanding the foregoing, if the Trustee has become the successor to a the Servicer in accordance with Section 7.017.01 hereof, the Trustee may, if it shall be unwilling to so act, or shall, if it is prohibited by applicable law from making Advances pursuant to Section 4.01 hereof, hereof or if it is otherwise unable to so act, appoint, or petition a court of competent jurisdiction to appoint, any established mortgage loan servicing institution the appointment of which successor does not adversely affect the then current rating of the Certificates by each Rating Agency, Agency as the successor to a the Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of a the Servicer hereunder. Any successor to a Servicer servicer shall be an institution which that is a Xxxxxx Fannie Mae or Xxxxxxx and Freddie Mac approved seller/servicer for first and second loans in good standingstandinx, which has xxxt xxs a net worth nxx xxxxh of at least $10,000,00015,000,000, which and that is willing to service the related Mortgage Loans and which executes and delivers to the Depositor and the Trustee an agreement accepting such delegation and assignment, containing that contains an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of the related Servicer (other than liabilities of the related Servicer under Section 6.03 hereof incurred prior to termination of the related Servicer under Section 7.01 hereunder7.01), with like effect as if originally named as a party to this Agreement; and provided further that each Rating Agency acknowledges that its rating of the Certificates in effect immediately prior to such assignment and delegation will not be qualified, withdrawn qualified or downgraded reduced as a result of such assignment and delegation. No appointment of a successor to the Servicer hereunder shall be effective until the Trustee shall have consented thereto, and written notice of such proposed appointment shall have been provided by the Trustee to each Certificateholder. The Trustee shall not resign as servicer until a successor servicer has been appointed and has accepted such appointment. Pending appointment of a successor to a the Servicer hereunder, the Trustee, unless the Trustee is prohibited by law from so acting, shall, subject to the limitations described hereinSection 3.04 hereof, act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on the related Mortgage Loans as it and such successor shall agree; provided, however, that no such compensation shall be in excess of that permitted the Servicing FeeServicer 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 125 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 related Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. In connection with the termination or resignation event that the Servicer shall for any reason no longer be the Servicer hereunder (including by reason of any Servicer hereunderEvent of Default), either (i) notwithstanding anything to the successor servicercontrary above, including the Trustee if and the Trustee is acting as successor Servicer, shall represent and warrant Depositor hereby agree that it is a member of MERS in good standing and shall agree to comply in all material respects with the rules and procedures of MERS in connection with the servicing of the Mortgage Loans that are registered with MERS, in which case the predecessor Servicer shall cooperate with the successor Servicer in causing MERS to revise its records to reflect the transfer of servicing to the successor Servicer as necessary under MERS’ rules and regulations, within ten (10) Business Days or (ii) the predecessor Servicer shall cooperate with the successor Servicer in causing MERS to execute and deliver an assignment of Mortgage in recordable form to transfer the Mortgage from MERS delivery to the Trustee and to execute and deliver such other noticesby the Servicing Rights Pledgee of a letter signed by the Servicer whereby the Servicer shall resign as Servicer under this Agreement, documents and other instruments the Servicing Rights Pledgee or its designee shall be appointed as may be necessary or desirable to effect a transfer successor servicer (provided that at the time of such Mortgage Loan appointment the Servicing Rights Pledgee or servicing such designee meets the requirements of such Mortgage Loan on a successor servicer set forth above) and the MERS® System Servicing Rights Pledgee agrees to be subject to the successor Servicer. The predecessor Servicer shall file or cause to be filed any such assignment in the appropriate recording office. The predecessor Servicer shall bear any and all fees terms of MERS, costs of preparing any assignments of Mortgage, and fees and costs of filing any assignments of Mortgage that may be required under this subsectionAgreement. Any successor to a 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, servicer maintain in force the policy or policies that such the Servicer is required to maintain pursuant to this AgreementSection 6.05.

Trustee to Act; Appointment of Successor. On and after the time a the Servicer receives a notice of termination pursuant to Section 7.01 of this Agreement 3.24 or the resignation of a Servicer pursuant to Section 6.047.01, the Trustee shall, subject to and to the extent provided hereinin Section 3.06, and subject to the rights of the Depositor to appoint a successor Servicer pursuant to this Section 7.02, be the successor to the related Servicer, but only Servicer in its capacity as servicer under this Agreement, and not in any other, Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the related Servicer by the terms and provisions hereof and applicable law including the obligation to make P&I Advances or Servicing Advances pursuant to Section 4.01. As compensation therefor, the Trustee shall be entitled to all funds relating to the Mortgage Loans that the related Servicer would have been entitled to charge to the Collection AccountAccount if the Servicer had continued to act hereunder including, provided that if the terminated Servicer shall nonetheless be entitled to payment was receiving the Servicing Fee, the Servicing Fee and the income on investments or reimbursement as provided in Section 3.08 gain related to the extent that such payment Collection Account (in addition to income on investments or reimbursement relates gain related to the period prior to termination Distribution Account for the benefit of the related ServicerTrustee). Notwithstanding the foregoing, if the Trustee has become the successor to a the Servicer in accordance with this Section 7.017.02, the Trustee may, if it shall be unwilling to so act, or shall, if it is prohibited by applicable law from making P&I Advances and Servicing Advances pursuant to Section 4.01 hereof, or if it is otherwise unable to so act, appoint, or petition a court of competent jurisdiction to appoint, any established mortgage loan servicing institution the appointment of which does not adversely affect the then current rating of the Certificates by each Rating Agency, as the successor to a the Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of a the Servicer hereunder. Any successor to a the Servicer shall be an institution which is a Xxxxxx Mae or Xxxxxxx Mac approved sellerFannie Mae- and Freddie Mac-approvex xxxxex/servicer for first and second loans in good xervicex xx xxod standing, which has a net worth of at least $10,000,00030,000,000, which is willing to service the related Mortgage Loans and which executes and delivers to the Depositor and the Trustee an agreement accepting such delegation and assignment, containing an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of the related Servicer (other than liabilities of the related Servicer under Section 6.03 hereof incurred prior to termination of the related Servicer under Section 7.01 hereunder7.01), with like effect as if originally named as a party to this Agreement; provided provided, that each Rating Agency acknowledges that its rating of the Certificates in effect immediately prior to such assignment and delegation will not be qualifiedqualified or reduced, withdrawn or downgraded as a result of such assignment and delegation. Pending appointment of a successor to a the Servicer hereunder, the Trustee, unless the Trustee is prohibited by law from so acting, shall, subject to the limitations described hereinSection 3.05, act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on the related Mortgage Loans as it it, the Depositor and such successor shall agree; provided, however, that no such compensation shall be in excess of the Servicing FeeFee Rate and amounts paid to the Servicer from investments. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Neither the Trustee nor any other successor servicer to the Servicer shall be deemed to be in default hereunder by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the failure of the related Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. In connection with the termination or resignation event that the Servicer is terminated pursuant to Section 7.01, the terminated Servicer shall provide notices to the Mortgagors, transfer the Servicing Files to a successor Servicer and pay all of any its own out-of-pocket costs and expenses at its own expense. In addition, all reasonable out-of-pocket costs and expenses of a servicing transfer incurred by parties other than the terminated Servicer hereunder, either (i) excluding set-up costs and other administrative expenses of 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, in which case the successor Servicer shall pay for such costs and expenses but shall not be entitled to reimbursement therefor from the Trust Fund), such an amount shall be paid by the terminated Servicer promptly upon presentation of reasonable documentation of such costs. If the Trustee is the predecessor Servicer shall cooperate with (except in the case where the Trustee in its role as successor Servicer is being terminated pursuant to Section 7.01 by reason of an Event of Default caused solely by the Trustee as the successor Servicer in causing MERS to revise its records to reflect the transfer of servicing to the successor Servicer as necessary under MERS’ rules and regulations, or (ii) not by the predecessor Servicer's actions or omissions), such costs shall be paid by the prior terminated Servicer shall cooperate with the successor Servicer in causing MERS to execute and deliver an assignment promptly upon presentation 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 reasonable documentation of such Mortgage Loan or servicing of such Mortgage Loan on the MERS® System to the successor Servicer. The predecessor Servicer shall file or cause to be filed any such assignment in the appropriate recording office. The predecessor Servicer shall bear any and all fees of MERS, costs of preparing any assignments of Mortgage, and fees and costs of filing any assignments of Mortgage that may be required under this subsectioncosts. Any successor to a the Servicer as servicer shall give notice to the Mortgagors of such change of servicer Servicer, in accordance with applicable federal and state law, and shall, during the term of its service as servicerServicer, maintain in force the policy or policies that such the Servicer is required to maintain pursuant to Section 3.13. Notwithstanding anything to the contrary contained in this Agreement, the Depositor, as the owner of the Servicing Rights, shall have the right to appoint a successor to the Servicer upon termination of the servicing pursuant to Section 3.24 or Section 7.01. Any such successor Servicer shall be required to satisfy the requirements of a successor Servicer under this Section 7.02. In the event the Depositor sells the Servicing Rights to a successor Servicer, the Depositor shall retain all proceeds, net of expenses, incurred, in connection with such transaction.

Trustee to Act; Appointment of Successor. On and after the time a the Master Servicer receives a notice of termination pursuant to Section 7.01 of this Agreement or the resignation of a Servicer pursuant to Section 6.04hereof, the Trustee shall, subject to and to the extent provided hereinin Section 3.04, be the successor to the related Servicer, but only Master Servicer in its capacity as master servicer under this Agreement, and not in any other, Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the related Master Servicer by the terms and provisions hereof and applicable law including the obligation to make Advances pursuant to Section 4.01. As compensation therefor, the Trustee shall be entitled to all funds relating to the Mortgage Loans that the related Master Servicer would have been entitled to charge to the Collection Account, provided that Certificate Account or Distribution Account if the terminated Master Servicer shall nonetheless be entitled had continued to payment or reimbursement as provided in Section 3.08 to the extent that such payment or reimbursement relates to the period prior to termination of the related Serviceract hereunder. Notwithstanding the foregoing, if the Trustee has become the successor to a the Master Servicer in accordance with Section 7.017.01 hereof, the Trustee may, if it shall be unwilling to so act, or shall, if it is prohibited by applicable law from making Advances pursuant to Section 4.01 hereof, hereof or if it is otherwise unable to so act, appoint, or petition a court of competent jurisdiction to appoint, any established mortgage loan servicing institution the appointment of which does not adversely affect the then current rating of the Certificates by each Rating Agency, Agency as the successor to a the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of a the Master Servicer hereunder. Any successor to a the Master Servicer shall be an institution which is a Xxxxxx Mae or Xxxxxxx Mac FNMA and FHLMC approved seller/servicer for first and second loans in good standing, which has a net worth of at least $10,000,00015,000,000, and which is willing to service the related Mortgage Loans and which executes and delivers to the Depositor and the Trustee an agreement accepting such delegation and assignment, containing which contains an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of the related Master Servicer (other than liabilities of the related Master Servicer under Section 6.03 hereof incurred prior to termination of the related Master Servicer under Section 7.01 hereunder7.01), with like effect as if originally named as a party to this Agreement; and provided further that each Rating Agency acknowledges that its rating of the Certificates in effect immediately prior to such assignment and delegation will not be qualifiedqualified or reduced, withdrawn or downgraded without regard to the guaranty provided by the Policies, as a result of such assignment and delegation. Pending appointment of a successor to a the Master Servicer hereunder, the Trustee, unless the Trustee is prohibited by law from so acting, shall, subject to the limitations described hereinSection 3.04 hereof, act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on the related Mortgage Loans as it and such successor shall agree; provided, -------- however, that no such compensation shall be in excess of the Master Servicing Fee------- Fee permitted the Master Servicer hereunder. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Neither the Trustee nor any other successor 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 related Master Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. In connection with the termination or resignation of any 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, in which case the predecessor Servicer shall cooperate with the successor Servicer in causing MERS to revise its records to reflect the transfer of servicing to the successor Servicer as necessary under MERS’ rules and regulations, or (ii) the predecessor Servicer shall cooperate with the successor Servicer 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. The predecessor Servicer shall file or cause to be filed any such assignment in the appropriate recording office. The predecessor Servicer shall bear any and all fees of MERS, costs of preparing any assignments of Mortgage, and fees and costs of filing any assignments of Mortgage that may be required under this subsection. Any successor to a 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 servicer, master servicer maintain in force the policy or policies that such the Master Servicer is required to maintain pursuant to this AgreementSection 6.05.

Trustee to Act; Appointment of Successor. On and after the time a the Master Servicer receives a notice of termination pursuant to Section 7.01 of this Agreement or the resignation of a Servicer pursuant to Section 6.04hereof, the Trustee shall, subject to and to the extent provided hereinin Section 3.04, be the successor to the related Servicer, but only Master Servicer in its capacity as master servicer under this Agreement, and not in any other, Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the related Master Servicer by the terms and provisions hereof and applicable law including the obligation to make Advances pursuant to Section 4.01. As compensation therefor, the Trustee shall be entitled to all funds relating to the Mortgage Loans that the related Master Servicer would have been entitled to charge to the Collection AccountCertificate Account or Distribution Account if the Master Servicer had continued to act hereunder; provided, provided however, that neither the terminated Trustee nor any other successor to Countrywide Home Loans Servicing LP as Master Servicer shall nonetheless be entitled to payment or reimbursement as provided in Section 3.08 to receive the extent that such payment or reimbursement relates to the period prior to termination of the related ServicerExcess Master Servicing Fee. Notwithstanding the foregoing, if the Trustee has become the successor to a the Master Servicer in accordance with Section 7.017.01 hereof, the Trustee may, if it shall be unwilling to so act, or shall, if it is prohibited by applicable law from making Advances pursuant to Section 4.01 hereof, hereof or if it is otherwise 109 unable to so act, appoint, or petition a court of competent jurisdiction to appoint, any established mortgage loan servicing institution the appointment of which does not adversely affect the then current rating of the Certificates Certificates, by each Rating Agency, Agency as the successor to a the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of a the Master Servicer hereunder. Any successor to a the Master Servicer shall be an institution which is a Xxxxxx Mae or Xxxxxxx Mac FNMA and FHLMC approved seller/servicer for first and second loans in good standing, which has a net worth of at least $10,000,00015,000,000, and which is willing to service the related Mortgage Loans and which executes and delivers to the Depositor and the Trustee an agreement accepting such delegation and assignment, containing which contains an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of the related Master Servicer (other than liabilities of the related Master Servicer under Section 6.03 hereof incurred prior to termination of the related Master Servicer under Section 7.01 hereunder7.01), with like effect as if originally named as a party to this Agreement; and provided further that each Rating Agency acknowledges that its rating of the Certificates in effect immediately prior to such assignment and delegation will not be qualified, withdrawn qualified or downgraded reduced as a result of such assignment and delegation. Pending appointment of a successor to a the Master Servicer hereunder, the Trustee, unless the Trustee is prohibited by law from so acting, shall, subject to the limitations described hereinSection 3.04 hereof, act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on the related Mortgage Loans as it and such successor shall agree; provided, however, that no such compensation shall be in excess of the Basic Master Servicing FeeFee permitted the Master Servicer hereunder. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Neither the Trustee nor any other successor 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 related 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 any the Master Servicer hereunder, either (i) the successor servicerMaster 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, in which case or (ii) the predecessor Master Servicer shall cooperate with the successor Master Servicer in causing MERS to revise its records to reflect the transfer of servicing to the successor Servicer as necessary under MERS’ rules and regulations, or either (iix) the predecessor Servicer shall cooperate with the successor Servicer 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® MERS(R) System to the successor ServicerMaster Servicer or (y) in causing MERS to designate on the MERS(R) 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 predecessor successor Master Servicer shall bear any and all fees of MERS, costs of preparing any assignments of Mortgage, and fees and costs of filing any assignments of Mortgage that may cause such assignment to be required under this subsection. Any successor to a Servicer shall give notice delivered to the Mortgagors Trustee promptly upon receipt of the original with evidence of recording thereon or a copy certified by the public recording office in which such change of servicer and shall, during the term of its service as servicer, maintain in force the policy or policies that such Servicer is required to maintain pursuant to this Agreementassignment was recorded.

Trustee to Act; Appointment of Successor. On and after the time a the Servicer receives a notice of full or partial termination pursuant to Section 7.01 of this Agreement or the resignation of a Servicer pursuant to Section 6.048.01, the Trustee shall, subject to and to the extent provided herein, shall be the successor in all respects to the related Servicer, but only Servicer in its capacity as servicer under this AgreementAgreement with respect to the whole Trust or the affected Mortgage Loan Group, and not in any other, as appropriate and the transactions set forth 90 96 or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the related Servicer by the terms and provisions hereof and applicable law hereof, including without limitation, the obligation to make Monthly Advances pursuant and to Section 4.01pay Compensating Interest. As compensation therefor, the Trustee shall be entitled to all funds relating to such compensation as the Mortgage Loans that the related Servicer would have been entitled to charge to the Collection Account, provided that the terminated Servicer shall nonetheless be entitled to payment or reimbursement as provided in Section 3.08 to the extent that hereunder if no such payment or reimbursement relates to the period prior to notice of termination of the related Servicerhad been given. Notwithstanding the foregoing, if the Trustee has become the successor to a Servicer in accordance with Section 7.01, the Trustee may, if it shall be unwilling so to so act, or shall, if it is prohibited by applicable law from making Advances pursuant legally unable so to 4.01 hereof, or if it is otherwise unable to so act, promptly appoint, or petition a court of competent jurisdiction to appoint, any established mortgage housing and home finance institution or any institution that regularly services home equity loans that is then servicing a home equity loan servicing institution the appointment portfolio and having all licenses, permits and approvals required by applicable law, and having a net worth of which does not adversely affect the then current rating of the Certificates by each Rating Agency, less than $10,000,000 as the successor to a the Servicer hereunder with respect to the whole Trust or the affected Mortgage Loan Group, as appropriate, in the assumption of all or any part of the responsibilities, duties or liabilities of a the Servicer hereunder. Any successor to a Servicer shall be an institution which is a Xxxxxx Mae or Xxxxxxx Mac approved seller/servicer for first and second loans in good standing, which has a net worth of at least $10,000,000, which is willing to service the related Mortgage Loans and which executes and delivers to the Depositor and the Trustee an agreement accepting such delegation and assignment, containing an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of the related Servicer (other than liabilities of the related Servicer under Section 6.03 hereof incurred prior to termination of the related Servicer under Section 7.01 hereunder), with like effect as if originally named as a party to this Agreement; provided that each Rating Agency acknowledges that its rating the appointment of any such successor Servicer will not result in the qualification, reduction or withdrawal of the rating assigned to any Class of related Offered Certificates in effect immediately prior to such assignment and delegation will not be qualified, withdrawn or downgraded as a result of such assignment and delegationby any Rating Agency. Pending appointment of a successor to a the Servicer hereunder, the Trustee, unless the Trustee is prohibited by law from so acting, shall, subject to the limitations described herein, Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on the related Mortgage Loans as it and such successor shall agree; provided, however, that no such compensation shall be in excess of that permitted the Servicing FeeServicer 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 The appointment of a successor Servicer shall not affect any other successor servicer shall be deemed to be in default by reason liability 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 related Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. In connection with the termination or resignation of any 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, in which case the predecessor Servicer that may have arisen under this Agreement prior to its termination as Servicer (including without limitation, any amount for a deductible amount pursuant to the last sentence of Section 3.04), nor shall cooperate with the any successor Servicer in causing MERS to revise its records to reflect the transfer be liable for any acts or omissions of servicing to the successor Servicer as necessary under MERS’ rules and regulations, or (ii) the predecessor Servicer or for any breach by such Servicer or the Seller of any of its representations or warranties contained herein or in any related document or agreement. Each of the Rating Agencies shall cooperate with be given written notice of the appointment of a successor Servicer 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. The predecessor Servicer shall file or cause to be filed any such assignment in the appropriate recording office. The predecessor Servicer shall bear any and all fees of MERS, costs of preparing any assignments of Mortgage, and fees and costs of filing any assignments of Mortgage that may be required under this subsection. Any successor to a 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 such Servicer is required to maintain pursuant to this AgreementSection.

Trustee to Act; Appointment of Successor. (a) On and after the time receipt by the Servicer of a Servicer receives a notice of termination Termination Notice pursuant to Section 7.01 of 10.1, the Servicer shall continue to perform all ------------ servicing functions under this Agreement until the date specified in the Termination Notice or otherwise specified by the resignation Trustee in writing or, if no such date is specified in such Termination Notice or otherwise specified by the Trustee, until a date mutually agreed upon by the Servicer and Trustee. The Trustee shall as promptly as possible after the giving of a Termination Notice appoint (with the consent of the Holders of Investor Certificates evidencing Undivided Interests aggregating greater than 50% of the Investor Amount of each Series) a successor servicer (the "Successor --------- Servicer"), and such Successor Servicer pursuant shall accept its appointment by a -------- written assumption in a form acceptable to Section 6.04the Trustee. The Trustee may obtain bids from any potential successor servicer. If the Trustee is unable to obtain any bids from any potential successor servicer and the Servicer delivers an Officer's Certificate to the effect that it cannot in good faith cure the Servicer Default which gave rise to a transfer of servicing, then the Trustee shall offer Seller the right to accept retransfer of all the Receivables and Seller may accept retransfer of all the Receivables, provided, however, that if the long-term unsecured debt obligations of -------- ------- Seller are not rated at the time of such purchase at least Baa-3 by Moody's and BBB- by Standard & Poor's, no such retransfer shall occur unless Seller shall deliver an Opinion of Counsel reasonably acceptable to the Trustee that such retransfer would not constitute a fraudulent conveyance of Seller. The retransfer deposit amount for such a retransfer shall be equal to the higher of the sum of (i) the outstanding principal balance of the Investor Certificates, plus accrued interest thereon, at the Certificate Rate, through the date of retransfer and (ii) the average bid price quoted by two recognized dealers for a similar security rated in the highest rating category by Moody's and Standard & Poor's and having a remaining maturity substantially similar to the remaining maturity of the Certificates. In the event that a Successor Servicer has not been appointed and has not accepted its appointment at the time when the Servicer ceases to act as Servicer, the Trustee without further action shall automatically be appointed the Successor Servicer. Notwithstanding the above, the Trustee shall, subject to and to the extent provided herein, be the successor to the related Servicer, but only in its capacity as servicer under this Agreement, and not in any other, and the transactions set forth herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the related Servicer by the terms and provisions hereof and applicable law including the obligation to make Advances pursuant to Section 4.01. As compensation therefor, the Trustee shall be entitled to all funds relating to the Mortgage Loans that the related Servicer would have been entitled to charge to the Collection Account, provided that the terminated Servicer shall nonetheless be entitled to payment or reimbursement as provided in Section 3.08 to the extent that such payment or reimbursement relates to the period prior to termination of the related Servicer. Notwithstanding the foregoing, if the Trustee has become the successor to a Servicer in accordance with Section 7.01, the Trustee may, if it shall be unwilling to so act, or shall, if it is prohibited by applicable law from making Advances pursuant legally unable so to 4.01 hereof, or if it is otherwise unable to so act, appoint, or petition a court of competent jurisdiction to appoint, appoint any established mortgage loan servicing financial institution the appointment of which does not adversely affect the then current rating of the Certificates by each Rating Agency, as the successor to a Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of a Servicer hereunder. Any successor to a Servicer shall be an institution which is a Xxxxxx Mae or Xxxxxxx Mac approved seller/servicer for first and second loans in good standing, which has having a net worth of at least not less than $10,000,000, which is willing to service the related Mortgage Loans 100,000,000 and which executes and delivers to the Depositor and the Trustee an agreement accepting such delegation and assignment, containing an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of the related Servicer (other than liabilities of the related Servicer under Section 6.03 hereof incurred prior to termination of the related Servicer under Section 7.01 hereunder), with like effect as if originally named as a party to this Agreement; provided that each Rating Agency acknowledges that its rating of the Certificates in effect immediately prior to such assignment and delegation will not be qualified, withdrawn or downgraded as a result of such assignment and delegation. Pending appointment of a successor to a Servicer hereunder, the Trustee, unless the Trustee is prohibited by law from so acting, shall, subject to the limitations described herein, act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on the related Mortgage Loans as it and such successor shall agree; provided, however, that no such compensation shall be in excess of the Servicing Fee. 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 related Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. In connection with the termination or resignation of any 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 whose regular business includes the servicing of installment sales charge, credit and/or credit card account receivables as the Mortgage Loans that are registered with MERS, in which case the predecessor Successor Servicer shall cooperate with the successor Servicer in causing MERS to revise its records to reflect the transfer of servicing to the successor Servicer as necessary under MERS’ rules and regulations, or (ii) the predecessor Servicer shall cooperate with the successor Servicer 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. The predecessor Servicer shall file or cause to be filed any such assignment in the appropriate recording office. The predecessor Servicer shall bear any and all fees of MERS, costs of preparing any assignments of Mortgage, and fees and costs of filing any assignments of Mortgage that may be required under this subsection. Any successor to a 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 such Servicer is required to maintain pursuant to this Agreementhereunder.

Trustee to Act; Appointment of Successor. On and after the time a the Servicer receives a notice of termination pursuant to Section 7.01 of this Agreement or the resignation of a Servicer pursuant to Section 6.047.01, the Trustee shall, subject to and to the extent provided hereinin Section 3.05, be the successor to the related Servicer, but only Servicer in its capacity as servicer under this Agreement, and not in any other, Agreement with respect to the applicable Aggregate Loan Group and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the related Servicer by the terms and provisions hereof and applicable law including the obligation to make Advances pursuant to Section 4.01. As compensation therefor, the Trustee shall be entitled to all funds relating to the Mortgage Loans in the applicable Aggregate Loan Group that the related Servicer would have been entitled to charge to the Collection AccountCertificate Account or Distribution Account if the Servicer had continued to act hereunder, provided that including, if the terminated Servicer shall nonetheless be entitled to payment or reimbursement as provided in Section 3.08 to was receiving the extent that such payment or reimbursement relates to Servicing Fee, the period prior to termination of the related ServicerServicing Fee. Notwithstanding the foregoing, if the Trustee has become the successor to a the Servicer in accordance with Section 7.01, the Trustee may, if it shall be unwilling to so act, or shall, if it is prohibited by applicable law from making Advances pursuant to Section 4.01 hereof, or if it is otherwise unable to so act, appoint, or petition a court of competent jurisdiction to appoint, any established mortgage loan servicing institution the appointment of which does not adversely affect the then current rating of the Certificates by each Rating Agency, as the successor to a the Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of a the Servicer hereunder. Any successor to a the Servicer shall be an institution which is a Xxxxxx Mae or Xxxxxxx Mac FNMA and FHLMC approved seller/servicer for first and second loans in good standing, which has a net worth of at least $10,000,00015,000,000, which is willing to service the related Mortgage Loans and which executes and delivers to the Depositor and the Trustee an agreement accepting such delegation and assignment, containing an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of the related Servicer (other than liabilities of the related Servicer under Section 6.03 hereof incurred prior to before termination of the related Servicer under Section 7.01 hereunder7.01), with like effect as if originally named as a party to this Agreement; provided that each Rating Agency acknowledges that its rating of the Certificates in effect immediately prior to before such assignment and delegation will not be qualified, withdrawn qualified or downgraded reduced as a result of such assignment and delegation. Pending appointment of a successor to a the Servicer hereunder, the Trustee, unless the Trustee is prohibited by law from so acting, shall, subject to the limitations described herein, shall act in such capacity as hereinabove providedprovided above, subject to section 3.03 and unless prohibited by law. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on the related Mortgage Loans as it and such successor shall agree; provided, however, that in no case shall the rate of such compensation shall be in excess of exceed the Servicing FeeFee Rate. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Neither the Trustee nor any other successor servicer shall be deemed to be in default by reason hereunder because of any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the failure of the related Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. In connection with the termination or resignation of any the Servicer hereunder, either (i) the successor servicerServicer, including the Trustee if the Trustee is acting as successor Servicer, shall represent and warrant that it is a member of MERS in good standing and shall agree to comply in all material respects with the rules and procedures of MERS in connection with the servicing of the Mortgage Loans that are registered with MERS, in which case the predecessor Servicer shall cooperate with the successor Servicer in causing MERS to revise its records to reflect the transfer of servicing to the successor Servicer as necessary under MERS’ rules and regulations, or (ii) the predecessor Servicer 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 ServicerServicer or (y) in causing MERS to designate on the MERS® System the successor Servicer as the servicer of such Mortgage Loan. The predecessor Servicer shall file or cause to be filed any such assignment in the appropriate recording office. The predecessor successor Servicer shall bear any and all fees cause such assignment to be delivered to the Trustee promptly upon receipt of MERS, costs the original with evidence of preparing any assignments of Mortgage, and fees and costs of filing any assignments of Mortgage that may be required under this subsectionrecording thereon or a copy certified by the public recording office in which such assignment was recorded. Any successor to a 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 such the Servicer is required to maintain pursuant to this Agreement.

Trustee to Act; Appointment of Successor. On and after the time a the Master Servicer receives a notice of termination pursuant to Section 7.01 of this Agreement or the resignation of a Servicer pursuant to Section 6.04hereof, the Trustee shall, subject to and to the extent provided hereinin Section 3.04, be the successor to the related Servicer, but only Master Servicer in its capacity as master servicer under this Agreement, and not in any other, Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the related Master Servicer by the terms and provisions hereof and applicable law including the obligation to make Advances pursuant to Section 4.01. As compensation therefor, the Trustee shall be entitled to all funds relating to the Mortgage Loans that the related Master Servicer would have been entitled to charge to the Collection Account, provided that Certificate Account or Distribution Account if the terminated Master Servicer shall nonetheless be entitled had continued to payment or reimbursement as provided in Section 3.08 to the extent that such payment or reimbursement relates to the period prior to termination of the related Serviceract hereunder. Notwithstanding the foregoing, if the Trustee has become the successor to a the Master Servicer in accordance with Section 7.017.01 hereof, the Trustee may, if it shall be unwilling to so act, or shall, if it is prohibited by applicable law from making Advances pursuant to Section 4.01 hereof, hereof or if it is otherwise unable to so act, appoint, or petition a court of competent jurisdiction to appoint, any established mortgage loan servicing institution the appointment of which does not adversely affect the then current rating of the Certificates by each Rating Agency, as the successor to a the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of a the Master Servicer hereunder. Any successor to a the Master Servicer shall be an institution which is a Xxxxxx Mae or Xxxxxxx Mac FNMA and FHLMC approved seller/servicer for first and second loans in good standing, which has a net worth of at least $10,000,00015,000,000, and which is willing to service the related Mortgage Loans and which executes and delivers to the Depositor and the Trustee an agreement accepting such delegation and assignment, containing which contains an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of the related Master Servicer (other than liabilities of the related Master Servicer under Section 6.03 hereof incurred prior to termination of the related Master Servicer under Section 7.01 hereunder7.01), with like effect as if originally named as a party to this Agreement; and provided further that each Rating Agency acknowledges that its rating of the Certificates in effect immediately prior to such assignment and delegation will not be qualifiedqualified or reduced, withdrawn or downgraded as a result of such assignment and delegation. Pending appointment of a successor to a the Master Servicer hereunder, the Trustee, unless the Trustee is prohibited by law from so acting, shall, subject to the limitations described hereinSection 3.04 hereof, act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on the related Mortgage Loans as it and such successor shall agree; provided, however, that no such compensation shall be in excess of the Basic Master Servicing FeeFee permitted the Master Servicer hereunder. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Neither the Trustee nor any other successor 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 related 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 any the Master Servicer hereunder, either (i) the successor servicerMaster 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, in which case or (ii) the predecessor Master Servicer shall cooperate with the successor Master Servicer in causing MERS to revise its records to reflect the transfer of servicing to the successor Servicer as necessary under MERS’ rules and regulations, or either (iix) the predecessor Servicer shall cooperate with the successor Servicer 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® MERS(R) System to the successor ServicerMaster Servicer or (y) in causing MERS to designate on the MERS(R) 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 predecessor successor Master Servicer shall bear any and all fees of MERS, costs of preparing any assignments of Mortgage, and fees and costs of filing any assignments of Mortgage that may cause such assignment to be required under this subsection. Any successor to a Servicer shall give notice delivered to the Mortgagors Trustee promptly upon receipt of the original with evidence of recording thereon or a copy certified by the public recording office in which such change of servicer and shall, during the term of its service as servicer, maintain in force the policy or policies that such Servicer is required to maintain pursuant to this Agreementassignment was recorded.

Trustee to Act; Appointment of Successor. On and after the time a the Servicer receives a notice of termination pursuant to Section 7.01 of this Agreement or the resignation of a Servicer pursuant to Section 6.04hereof, the Trustee shall, subject to and to the extent provided herein, shall be the successor to the related Servicer, but only Servicer in its capacity as servicer under this Agreement, and not in any other, Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities (other than liabilities incurred by the predecessor Servicer) relating thereto placed on the related Servicer by the terms and provisions hereof and applicable law including the obligation to make Advances advances pursuant to Section 4.01. As compensation therefor, subject to the last paragraph of Section 7.01, the Trustee shall be entitled to all funds relating to the Mortgage Loans fees, compensation and reimbursement for costs and expenses that the related Servicer would have been entitled to charge hereunder if the Servicer had continued to the Collection Account, provided that the terminated Servicer shall nonetheless be entitled to payment or reimbursement as provided in Section 3.08 to the extent that such payment or reimbursement relates to the period prior to termination of the related Serviceract hereunder. Notwithstanding the foregoing, if the Trustee has become the successor to a the Servicer in accordance with Section 7.017.01 hereof, the Trustee may, if it shall be unwilling to so act, or shall, if it is prohibited by applicable law from making Advances pursuant to Section 4.01 hereof, hereof or if it is otherwise unable to so act, appoint, or petition a court of competent jurisdiction to appoint, any established mortgage loan servicing institution the appointment of which does successor shall not adversely affect the then current rating of the Certificates by each Rating Agency (as acknowledged by a letter from each Rating Agency, as described below) as the successor to a the Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of a the Servicer hereunder. Any successor to a Servicer shall be an institution which that is a Xxxxxx Fannie Mae or Xxxxxxx and Freddie Mac approved seller/servicer for first and second loans in good standing, which has a xxxx xax x net worth of xxxxx xf at least $10,000,00015,000,000, which and that is willing to service the related Mortgage Loans and which executes and delivers to the Depositor and the Trustee an agreement accepting such delegation and assignment, containing that contains an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of the related Servicer (other than liabilities of the related Servicer under Section 6.03 hereof incurred prior to termination of the related Servicer under Section 7.01 hereunder7.01), with like effect as if originally named as a party to this Agreement; and provided further that each Rating Agency acknowledges that its rating of the Certificates in effect immediately prior to such assignment and delegation will not be qualified, withdrawn qualified or downgraded reduced as a result of such assignment and delegation. No appointment of a successor to the Servicer hereunder shall be effective until the Trustee and the Depositor shall have consented thereto and written notice of such proposed appointment shall have been provided by the Trustee to each Certificateholder. The Trustee shall not resign as servicer until a successor servicer has been appointed and has accepted such appointment. Pending appointment of a successor to a the Servicer hereunder, the Trustee, unless the Trustee is prohibited by law from so acting, shall, subject to the limitations described herein, shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on the related Mortgage Loans as it and such successor shall agree; provided, however, that no such compensation shall be in excess of that permitted the Servicing FeeServicer 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 related Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. In connection with The Trustee or other successor servicer shall be entitled to be reimbursed by the termination Servicer (or resignation by the Trust Fund if the Servicer is unable to fulfill its obligations hereunder) for all reasonable out-of-pocket costs (such expenses of any Servicer hereunder, either (i) the successor servicer, including the Trustee if to be documented by the Trustee is acting as successor Servicer, shall represent and warrant that it is a member of MERS in good standing and shall agree to comply in all material respects the extent possible) associated with the rules and procedures of MERS in connection with the servicing of the Mortgage Loans that are registered with MERS, in which case the predecessor Servicer shall cooperate with the successor Servicer in causing MERS to revise its records to reflect the transfer of servicing to the successor Servicer as necessary under MERS’ rules and regulations, or (ii) from the predecessor Servicer shall cooperate Servicer, including without limitation any such costs or expenses associated with the complete transfer of all servicing data and the completion, correction or manipulation of such servicing data or otherwise to enable the Trustee as successor Servicer in causing MERS servicer or other successor servicer to execute and deliver an assignment of Mortgage in recordable form to transfer service the Mortgage from MERS to the Trustee Loans properly 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. The predecessor Servicer shall file or cause to be filed any such assignment in the appropriate recording office. The predecessor Servicer shall bear any and all fees of MERS, costs of preparing any assignments of Mortgage, and fees and costs of filing any assignments of Mortgage that may be required under this subsectioneffectively. Any successor to a 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, servicer maintain in force the policy or policies that such the Servicer is required to maintain pursuant to this AgreementSection 6.05.

Trustee to Act; Appointment of Successor. On and after the time a Servicer receives a notice of termination pursuant to Section 7.01 of this Agreement 8.01 hereof or the resignation of a Servicer pursuant to Section 6.04the Servicing Agreement, the Trustee shall, subject to and to the extent provided herein, be shall automatically become the successor to the related Servicer, but only in its capacity as servicer under this Agreement, and not in any other, and such Servicer with respect to the transactions set forth or provided for herein and after a transition period (not to exceed 90 days), shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the related such Servicer by the terms and provisions hereof or the Servicing Agreement and applicable law including the obligation to make Advances pursuant to Section 4.01Article VI hereof or pursuant to the Servicing Agreement except as otherwise provided herein; provided, however, that the Trustee's obligation to make Advances in its capacity as Successor Servicer shall not be subject to such 90 day transition period and the Trustee in such capacity will make any Advance required to be made by the predecessor Servicer on the Distribution Date on which the predecessor Servicer was required to make such Advance. As Effective on the date of such notice of termination, as compensation therefor, the Trustee shall be entitled to all funds fees, costs and expenses relating to the Mortgage Loans that the related terminated Servicer would have been entitled to charge if it had continued to act hereunder or pursuant to the Collection AccountServicing Agreement, provided provided, however, that the Trustee shall not be (i) liable for any acts or omissions of the terminated Servicer shall nonetheless be entitled Servicer, (ii) obligated to payment make Advances if it is prohibited from doing so under applicable law or reimbursement as provided in Section 3.08 to the extent determines that such payment or reimbursement relates to the period prior to termination Advance, if made, would constitute a Nonrecoverable Advance, (iii) responsible for expenses of the related Servicer pursuant to Section 2.03 or the Servicing Agreement or (iv) obligated to deposit losses on any Permitted Investment directed by the terminated Servicer. Notwithstanding the foregoing, if the Trustee has become the successor to a Servicer in accordance with Section 7.01, the Trustee may, if it shall be unwilling to so act, or shall, if it is prohibited by applicable law from making Advances pursuant to 4.01 hereof, Article VI or if it is otherwise unable to so act, appoint, or petition a court of competent jurisdiction to appoint, any established mortgage loan servicing institution the appointment of which does not adversely affect the then current rating of the Certificates by each Rating Agency, Agency as the successor to a the Servicer hereunder or under the Servicing Agreement in the assumption of all or any part of the responsibilities, duties or liabilities of a the related Servicer hereunderhereunder or under the Servicing Agreement. Any successor to a Successor Servicer shall (i) be an institution which that is a Xxxxxx Mae or Xxx and Xxxxxxx Mac approved seller/servicer for first and second loans in good standing, which that has a net worth of at least $10,000,000, which is 15,000,000 and (ii) be willing to service act as successor servicer of any Mortgage Loans under this Agreement or the Servicing Agreement with respect to which the related Mortgage Loans Servicer has been terminated as servicer, and which executes shall have executed and delivers delivered to the Depositor and the Trustee an agreement accepting such delegation and assignment, containing that contains an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of the related terminated Servicer (other than any liabilities of the related terminated Servicer under Section 6.03 hereof incurred prior to termination of the related such Servicer under Section 7.01 hereunder8.01 or as otherwise set forth herein or the Servicing Agreement), with like effect as if originally named as a party to this Agreement and the Servicing Agreement; , provided that each Rating Agency acknowledges shall have acknowledged in writing that its rating of the Certificates in effect immediately prior to such assignment and delegation will not be qualified, withdrawn qualified or downgraded reduced as a result of such assignment and delegation. If the Trustee assumes the duties and responsibilities of a Servicer in accordance with this Section 8.02, 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 a the Servicer hereunder, the Trustee, unless the Trustee is prohibited by law from so acting, shall, subject to the limitations described hereinSection 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 related Mortgage Loans or otherwise as it and such successor shall agree; provided, however, provided that no such compensation shall be in excess of that permitted the Servicer hereunder or under the Servicing FeeAgreement. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Neither the Trustee nor any other successor servicer Successor 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 hereunderhereunder or under the Servicing Agreement, in either case caused by the failure of the related Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. In The costs and expenses of the Trustee in connection with the termination of a Servicer, appointment of a Successor 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 resignation manipulation of any Servicer hereunder, either (i) the successor servicer, including such servicing data as may be required by the Trustee if to correct any errors or insufficiencies in the servicing data or otherwise to enable the Trustee is acting as successor or the Successor Servicer to service the related Mortgage Loans properly and effectively, to the extent not paid by the terminated Servicer, shall represent and warrant that it is a member of MERS in good standing and shall agree to comply in all material respects with the rules and procedures of MERS in connection with the servicing of the Mortgage Loans that are registered with MERS, in which case the predecessor Servicer shall cooperate with the successor Servicer in causing MERS to revise its records to reflect the transfer of servicing to the successor Servicer as necessary under MERS’ rules and regulations, or (ii) the predecessor Servicer shall cooperate with the successor Servicer in causing MERS to execute and deliver an assignment of Mortgage in recordable form to transfer the Mortgage from MERS be payable to the Trustee and from the Distribution Account pursuant to execute and deliver such other notices, documents and other instruments as may be necessary or desirable to effect a transfer of such Mortgage Loan or servicing of such Mortgage Loan on the MERS® System to the successor Servicer. The predecessor Servicer shall file or cause to be filed any such assignment in the appropriate recording office. The predecessor Servicer shall bear any and all fees of MERS, costs of preparing any assignments of Mortgage, and fees and costs of filing any assignments of Mortgage that may be required under this subsectionSection 4.07. Any successor to the terminated Servicer as successor servicer under this Agreement or a Servicer separate servicing agreement shall give notice to the applicable Mortgagors of such change of servicer and shall, during the term of its service as servicer, successor servicer maintain in force the policy or policies that such the related Servicer is required to maintain pursuant to this Section 3.04 hereof or the corresponding section of the Servicing Agreement.

Trustee to Act; Appointment of Successor. On and after the time a the Servicer receives a notice of termination pursuant to Section 7.01 of this Agreement or the resignation of a Servicer pursuant to Section 6.047.01, the Trustee shall, subject to and to the extent provided hereinin Section 3.05, be the successor to the related Servicer, but only Servicer in its capacity as servicer Servicer under this AgreementAgreement relating to Aggregate Loan Group I or Aggregate Loan Group II, and not in any other, as applicable and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the related Servicer by the terms and provisions hereof and applicable law including the obligation to make Advances pursuant to Section 4.01. As compensation therefor, the Trustee shall be entitled to all funds relating to the applicable Mortgage Loans that the related Servicer would have been entitled to charge to the Collection AccountCertificate Account or Distribution Account if the Servicer had continued to act hereunder, provided that including, if the terminated Servicer shall nonetheless be entitled to payment or reimbursement as provided in Section 3.08 to was receiving the extent that such payment or reimbursement relates to Servicing Fee, the period prior to termination of the related ServicerServicing Fee. Notwithstanding the foregoing, if the Trustee has become the successor to a the Servicer in accordance with Section 7.01, the Trustee may, if it shall be unwilling to so act, or shall, if it is prohibited by applicable law from making Advances pursuant to Section 4.01 hereof, or if it is otherwise unable to so act, appoint, or petition a court of competent jurisdiction to appoint, any established mortgage loan servicing institution the appointment of which does not adversely affect the then current rating of the Certificates by each Rating Agency, as the successor to a the Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of a the Servicer hereunder. Any successor to a the Servicer shall be an institution which is a Xxxxxx Mae or Xxxxxxx Mac FNMA and FHLMC approved seller/servicer for first and second loans in good standing, which has a net worth of at least $10,000,00015,000,000, which is willing to service the related Mortgage Loans and which executes and delivers to the Depositor and the Trustee an agreement accepting such delegation and assignment, containing an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of the related Servicer (other than liabilities of the related Servicer under Section 6.03 hereof incurred prior to before termination of the related Servicer under Section 7.01 hereunder7.01), with like effect as if originally named as a party to this Agreement; provided that each Rating Agency acknowledges that its rating of the Certificates in effect immediately prior to before such assignment and delegation will not be qualified, withdrawn qualified or downgraded reduced as a result of such assignment and delegation. Pending appointment of a successor to a the Servicer hereunder, the Trustee, unless the Trustee is prohibited by law from so acting, shall, subject to the limitations described herein, shall act in such capacity as hereinabove providedprovided above, subject to section 3.03 and unless prohibited by law. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on the related Mortgage Loans as it and such successor shall agree; provided, however, that in no case shall the rate of such compensation shall be in excess of exceed the Servicing FeeFee Rate. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Neither the Trustee nor any other successor servicer shall be deemed to be in default by reason hereunder because of any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the failure of the related Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. In connection with the termination or resignation of any the Servicer hereunder, either (i) the successor servicerServicer, including the Trustee if the Trustee is acting as successor Servicer, shall represent and warrant that it is a member of MERS in good standing and shall agree to comply in all material respects with the rules and procedures of MERS in connection with the servicing of the Mortgage Loans that are registered with MERS, in which case the predecessor Servicer shall cooperate with the successor Servicer in causing MERS to revise its records to reflect the transfer of servicing to the successor Servicer as necessary under MERS’ rules and regulations, or (ii) the predecessor Servicer 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® MERS(R) System to the successor ServicerServicer or (y) in causing MERS to designate on the MERS(R) System the successor Servicer as the servicer of such Mortgage Loan. The predecessor Servicer shall file or cause to be filed any such assignment in the appropriate recording office. The predecessor successor Servicer shall bear any and all fees cause such assignment to be delivered to the Trustee promptly upon receipt of MERS, costs the original with evidence of preparing any assignments of Mortgage, and fees and costs of filing any assignments of Mortgage that may be required under this subsectionrecording thereon or a copy certified by the public recording office in which such assignment was recorded. Any successor to a 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 such the Servicer is required to maintain pursuant to this Agreement.

Trustee to Act; Appointment of Successor. On and after the time a the Master Servicer receives a notice of termination pursuant to Section 7.01 of this Agreement or the resignation of a Servicer pursuant to Section 6.04hereof, the Trustee shall, subject to and to the extent provided hereinin Section 3.04, be the successor to the related Servicer, but only Master Servicer in its capacity as servicer under this Agreement, and not in any other, Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the related Master Servicer by the terms and provisions hereof and applicable law including the obligation to make Advances advances pursuant to Section 4.01. As compensation therefor, the Trustee shall be entitled to all funds fees, costs and expenses relating to the Mortgage Loans that the related Master Servicer would have been entitled to charge if the Master Servicer had continued to the Collection Account, provided that the terminated Servicer shall nonetheless be entitled to payment or reimbursement as provided in Section 3.08 to the extent that such payment or reimbursement relates to the period prior to termination of the related Serviceract hereunder. Notwithstanding the foregoing, if the Trustee has become the successor to a the Master Servicer in accordance with Section 7.017.01 hereof, the Trustee may, if it shall be unwilling to so act, or shall, if it is prohibited by applicable law from making Advances pursuant to Section 4.01 hereof, hereof or if it is otherwise unable to so act, appoint(i) appoint any established mortgage loan servicing institution reasonably acceptable to the NIM Insurer (as evidenced by the prior written consent of the NIM Insurer), or (ii) if it is unable for 60 days to appoint a successor servicer reasonably acceptable to the NIM Insurer, petition a court of competent jurisdiction to appoint, appoint any established mortgage loan servicing institution institution, the appointment of which does not adversely affect the then current rating of the Certificates and the NIM Insurer guaranteed notes (without giving effect to any policy or guaranty provided by the NIM Insurer) by each Rating Agency, Agency as the successor to a the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of a the Master Servicer hereunder. Any successor to a Master Servicer shall be an institution which that is a Xxxxxx Fannie Mae or Xxxxxxx and Freddie Mac approved sellerapprovex xxxxex/servicer for first and second loans in good xervicxx xx xood standing, which that has been approved by the Mortgage Insurer if required, that has a net worth of at least $10,000,000, which 15,000,000 and that is willing to service the related Mortgage Loans and which executes and delivers to the Depositor and the Trustee an agreement accepting such delegation and assignment, containing that contains an assumption by such Person of the rights, powers, duties, 117 responsibilities, obligations and liabilities of the related Master Servicer (other than liabilities and indemnities of the related Master Servicer under Section 6.03 hereof incurred prior to termination of the related Master Servicer under Section 7.01 hereunder7.01), with like effect as if originally named as a party to this Agreement; and provided further that each Rating Agency acknowledges that its rating of the Certificates in effect immediately prior to such assignment and delegation will not be qualified, withdrawn qualified or downgraded reduced as a result of such assignment and delegation. No appointment of a successor to the Master Servicer hereunder shall be effective until the Trustee shall have consented thereto, and written notice of such proposed appointment shall have been provided by the Trustee to each Certificateholder. The Trustee shall not resign as servicer until a successor servicer has been appointed and has accepted such appointment. Pending appointment of a successor to a the Master Servicer hereunder, the Trustee, unless the Trustee is prohibited by law from so acting, shall, subject to the limitations described hereinSection 3.04 hereof, act in such capacity as hereinabove herein above provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on the related Mortgage Loans as it and such successor shall agree; provided, however, provided that no such compensation shall be in excess of that permitted the Servicing FeeMaster Servicer hereunder. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Neither the Trustee nor any other successor servicer 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 related 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 servicer shall give notice to the NIM Insurer and 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 Master Servicer is required to maintain pursuant to Section 6.05. In connection with the termination or resignation of any the Master Servicer hereunder, either (i) the successor servicerMaster 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, in which case or (ii) the predecessor Master Servicer shall cooperate with the successor Servicer in causing MERS to revise its records to reflect the transfer of servicing to the successor Servicer as necessary under MERS’ rules and regulations, or (ii) the predecessor Servicer shall cooperate with the successor Master Servicer 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® MERS(R) System to the successor Master Servicer. The predecessor Master Servicer shall file or cause to be filed any such assignment in the appropriate recording office. The predecessor successor Master Servicer shall bear any and all fees of MERS, costs of preparing any assignments of Mortgage, and fees and costs of filing any assignments of Mortgage that may cause such assignment to be required under this subsection. Any successor to a Servicer shall give notice delivered to the Mortgagors Co-Trustee promptly upon receipt of the original with evidence of recording thereon or a copy certified by the public recording office in which such change of servicer and shall, during the term of its service as servicer, maintain in force the policy or policies that such Servicer is required to maintain pursuant to this Agreementassignment was recorded.

Trustee to Act; Appointment of Successor. On and after the time a the Servicer receives a notice of termination pursuant to Section 7.01 of this Agreement 3.24 or the resignation of a Servicer pursuant to Section 6.047.01, the Trustee shall, subject to and to the extent provided hereinin Section 3.06, be the successor to the related Servicer, but only Servicer in its capacity as servicer under this Agreement, and not in any other, Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the related Servicer by the terms and provisions hereof and applicable law including the obligation to make P&I Advances or Servicing Advances pursuant to Section 4.01. As compensation therefor, the Trustee shall be entitled to all funds relating to the Mortgage Loans that the related Servicer would have been entitled to charge to the Collection AccountAccount if the Servicer had continued to act hereunder including, provided that if the terminated Servicer shall nonetheless be entitled to payment was receiving the Servicing Fee, the Servicing Fee and the income on investments or reimbursement as provided in Section 3.08 gain related to the extent that such payment Collection Account (in addition to income on investments or reimbursement relates gain related to the period prior to termination Distribution Account for the benefit of the related ServicerTrustee). Notwithstanding the foregoing, if the Trustee has become the successor to a the Servicer in accordance with this Section 7.017.02, the Trustee may, if it shall be unwilling to so act, or shall, if it is prohibited by applicable law from making P&I Advances and Servicing Advances pursuant to Section 4.01 hereof, or if it is otherwise unable to so actact or if the Class A Certificate Insurer (or, if a Class A Certificate Insurer Default exists, the Holders of 51% of the Voting Rights) so requests, appoint, or petition a court of competent jurisdiction to appoint, any established mortgage loan servicing institution the appointment of which (i) is acceptable to the Class A Certificate Insurer and (ii) does not adversely affect the then current rating of the Certificates by each Rating Agency, as the successor to a the Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of a the Servicer hereunder. Any successor to a the Servicer shall be an institution which is a Xxxxxx Mae or Xxxxxxx Mac Fannie Mae- and Freddie Mac-approved sellerxxxxxr/servicer for first and second loans in good xxrvicer xx xxxd standing, which has a net worth of at least $10,000,00030,000,000, which is willing to service the related Mortgage Loans and which executes and delivers to the Depositor Depositor, the Trustee and the Trustee Class A Certificate Insurer an agreement accepting such delegation and assignment, containing an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of the related Servicer (other than liabilities of the related Servicer under Section 6.03 hereof incurred prior to termination of the related Servicer under Section 7.01 hereunder7.01), with like effect as if originally named as a party to this Agreement; provided provided, that each Rating Agency acknowledges that its rating of the Certificates (without taking into account the Class A Certificate Insurance Policy) in effect immediately prior to such assignment and delegation will not be qualifiedqualified or reduced, withdrawn or downgraded as a result of such assignment and delegation. Pending appointment of a successor to a the Servicer hereunder, the Trustee, unless the Trustee is prohibited by law from so acting, shall, subject to the limitations described hereinSection 3.05, act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on the related Mortgage Loans as it it, the Depositor, the Class A Certificate Insurer, and such successor shall agree; provided, however, that no such compensation shall be in excess of the Servicing FeeFee Rate and amounts paid to the Servicer from investments. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Neither the Trustee nor any other successor servicer to the Servicer shall be deemed to be in default hereunder by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the failure of the related Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. In connection with the termination or resignation of any 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, in which case the predecessor Servicer shall cooperate with the successor Servicer in causing MERS to revise its records to reflect the transfer of servicing to the successor Servicer as necessary under MERS’ rules and regulations, or (ii) the predecessor Servicer shall cooperate with the successor Servicer 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. The predecessor Servicer shall file or cause to be filed any such assignment in the appropriate recording office. The predecessor Servicer shall bear any and all fees of MERS, costs of preparing any assignments of Mortgage, and fees and costs of filing any assignments of Mortgage that may be required under this subsection. Any successor to a the Servicer as servicer shall give notice to the Mortgagors of such change of servicer Servicer, in accordance with applicable federal and state law, and shall, during the term of its service as servicerServicer, maintain in force the policy or policies that such the Servicer is required to maintain pursuant to this AgreementSection 3.13.

Trustee to Act; Appointment of Successor. On and after the time a the Master Servicer receives a notice of termination pursuant to Section 7.01 of this Agreement or the resignation of a Servicer pursuant to Section 6.04hereof, the Trustee shall, subject to and to the extent provided hereinin Section 3.04, be the successor to the related Servicer, but only Master Servicer in its capacity as servicer under this Agreement, and not in any other, Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the related Master Servicer by the terms and provisions hereof and applicable law including the obligation to make Advances advances pursuant to Section 4.01. As compensation therefor, the Trustee shall be entitled to all funds fees, costs and expenses relating to the Mortgage Loans that the related Master Servicer would have been entitled to charge if the Master Servicer had continued to the Collection Account, provided that the terminated Servicer shall nonetheless be entitled to payment or reimbursement as provided in Section 3.08 to the extent that such payment or reimbursement relates to the period prior to termination of the related Serviceract hereunder. Notwithstanding the foregoing, if the Trustee has become the successor to a the Master Servicer in accordance with Section 7.017.01 hereof, the Trustee may, if it shall be unwilling to so act, or shall, if it is prohibited by applicable law from making Advances pursuant to Section 4.01 hereof, hereof or if it is otherwise unable to so act, appoint(i) appoint any established mortgage loan servicing institution reasonably acceptable to the NIM Insurer (as evidenced by the prior written consent of the NIM Insurer), or (ii) if it is unable for 60 days to appoint a successor servicer reasonably acceptable to the NIM Insurer, petition a court of competent jurisdiction to appoint, appoint any established mortgage loan servicing institution institution, the appointment of which does not adversely affect the then then-current rating of the Certificates and the NIM Insurer guaranteed notes (without giving any effect to any policy or guaranty provided by the NIM Insurer) by each Rating Agency, Agency as the successor to a the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of a the Master Servicer hereunder. Any successor to a Master Servicer shall be an institution which that is a Xxxxxx Fxxxxx Mae or Xxxxxxx and Fxxxxxx Mac approved seller/servicer for first and second loans in good standing, which that has been approved by the Mortgage Insurer if required, that has a net worth of at least $10,000,000, which 15,000,000 and that is willing to service the related Mortgage Loans and which executes and delivers to the Depositor and the Trustee an agreement accepting such delegation and assignment, containing that contains an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of the related Master Servicer (other than liabilities and indemnities of the related Master Servicer under Section 6.03 hereof incurred prior to termination of the related Master Servicer under Section 7.01 hereunder7.01), with like effect as if originally named as a party to this Agreement; and provided further that each Rating Agency acknowledges that its rating of the Certificates in effect immediately prior to such assignment and delegation will not be qualified, withdrawn qualified or downgraded reduced as a result of such assignment and delegation. No appointment of a successor to the Master Servicer hereunder shall be effective until (i) the Trustee shall have consented thereto, (ii) written notice of such proposed appointment shall have been provided by the Trustee to each Certificateholder and (iii) at least 15 calendar days prior to the effective date of such appointment, (x) the Trustee shall provide written notice to the Depositor of such successor pursuant to this Section 7.02 and (y) such successor Master Servicer shall provide to the Depositor in writing 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 not resign as servicer until a successor servicer has been appointed and has accepted such appointment. Pending appointment of a successor to a the Master Servicer hereunder, the Trustee, unless the Trustee is prohibited by law from so acting, shall, subject to the limitations described hereinSection 3.04 hereof, act in such capacity as hereinabove herein above provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on the related Mortgage Loans as it and such successor shall agree; provided, however, provided that no such compensation shall be in excess of that permitted the Servicing FeeMaster Servicer hereunder. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Neither the Trustee nor any other successor servicer 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 related 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 servicer shall give notice to the NIM Insurer and 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 Master Servicer is required to maintain pursuant to Section 6.05. In connection with the termination or resignation of any the Master Servicer hereunder, either (i) the successor servicerMaster 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, in which case or (ii) the predecessor Master Servicer shall cooperate with the successor Servicer in causing MERS to revise its records to reflect the transfer of servicing to the successor Servicer as necessary under MERS’ rules and regulations, or (ii) the predecessor Servicer shall cooperate with the successor Master Servicer 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. The predecessor Master Servicer shall file or cause to be filed any such assignment in the appropriate recording office. The predecessor successor Master Servicer shall bear any and all fees of MERS, costs of preparing any assignments of Mortgage, and fees and costs of filing any assignments of Mortgage that may cause such assignment to be required under this subsection. Any successor to a Servicer shall give notice delivered to the Mortgagors Trustee promptly upon receipt of the original with evidence of recording thereon or a copy certified by the public recording office in which such change of servicer and shall, during the term of its service as servicer, maintain in force the policy or policies that such Servicer is required to maintain pursuant to this Agreementassignment was recorded.

Trustee to Act; Appointment of Successor. On and after the time a the Master Servicer receives a notice of termination pursuant to Section 7.01 of this Agreement or the resignation of a Servicer pursuant to Section 6.04, 9.01 hereof the Trustee shall, subject to and to the extent provided herein, be shall automatically become the successor to the related Servicer, but only in its capacity as servicer under this Agreement, and not in any other, and Master Servicer with respect to the transactions set forth or provided for herein and after a transition period (not to exceed 90 days), shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the related Master Servicer by the terms and provisions hereof and applicable law including the obligation to make Advances hereof; provided, however that, pursuant to Section 4.01Article VI hereof, the Trustee in its capacity as successor Master Servicer shall be responsible for making any Advances required to be made by the Master Servicer 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 predecessor Master Servicer. As Effective on the date of such notice of termination, as compensation therefor, the Trustee shall be entitled to all funds relating to the Mortgage Loans compensation, reimbursement of expenses and indemnifications that the related Master Servicer would have been entitled to charge if it had continued to the Collection Accountact hereunder, provided provided, however, that the terminated Servicer Trustee shall nonetheless not be entitled to payment (i) liable for any acts or reimbursement as provided in Section 3.08 to the extent that such payment or reimbursement relates to the period prior to termination omissions of the related 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 pursuant to Section 2.03 or (iv) obligated to deposit losses on any Permitted Investment directed by the Master Servicer. Notwithstanding the foregoing, if the Trustee has become the successor to a Servicer in accordance with Section 7.01, the Trustee may, if it shall be unwilling to so act, or shall, if it is prohibited by applicable law from making Advances pursuant to 4.01 hereof, Article VI or if it is otherwise unable to so act, appoint, or petition a court of competent jurisdiction to appoint, any established mortgage loan servicing institution the appointment of which does not adversely affect the then current rating of the Certificates by each Rating Agency, Agency as the successor to a the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of a the Master Servicer hereunder. Any successor to a Successor Master Servicer shall (i) be an institution which that is a Xxxxxx Fannie Mae or Xxxxxxx and Freddie Mac approved seller/servicer for first and second loans in good standing, which has xxxx hxx a net worth of at least $10,000,000, which is 15,000,000 and (ii) be willing to service act as successor servicer of any Mortgage Loans under this Agreement or the related Mortgage Loans Servicing Agreement with respect to which the Company or the original Servicer has been terminated as servicer, and which executes shall have executed and delivers delivered to the Depositor and the Trustee an agreement accepting such delegation and assignment, containing that contains an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of the related Master Servicer (other than any liabilities of the related Master Servicer under Section 6.03 hereof incurred prior to termination of the related Master Servicer under Section 7.01 hereunder9.01 or as otherwise set forth herein), with like effect as if originally named as a party to this Agreement; , provided that each Rating Agency acknowledges shall have acknowledged in writing that its rating of the Certificates in effect immediately prior to such assignment and delegation will not be qualified, withdrawn qualified or downgraded reduced as a result of such assignment and delegation. If the Trustee assumes the duties and responsibilities of the Master Servicer in accordance with this Section 9.02, the Trustee shall not resign as Master Servicer until a Successor Master Servicer has been appointed and has accepted such appointment. Pending appointment of a successor to a the Master Servicer hereunder, the Trustee, unless the Trustee is prohibited by law from so acting, shall, subject to the limitations described hereinSection 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 related Mortgage Loans or otherwise as it and such successor shall agree; provided, however, provided that no such compensation unless agreed to by the Certificateholders shall be in excess of that permitted the Servicing FeeMaster Servicer hereunder. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Neither the Trustee nor any other successor servicer Successor Master Servicer shall be deemed to be in default hereunder by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the failure of the related Master Servicer and the Securities Administrator to 100 deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. In 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 resignation manipulation of any Servicer hereunder, either (i) the successor servicer, including such servicing data as may be required by the Trustee if to correct any errors or insufficiencies in the servicing data or otherwise to enable the Trustee is acting as successor or the Successor Master Servicer to service the related Mortgage Loans properly and effectively, to the extent not paid by the terminated Master Servicer, shall represent and warrant that it is a member of MERS in good standing and shall agree to comply in all material respects with the rules and procedures of MERS in connection with the servicing of the Mortgage Loans that are registered with MERS, in which case the predecessor Servicer shall cooperate with the successor Servicer in causing MERS to revise its records to reflect the transfer of servicing to the successor Servicer as necessary under MERS’ rules and regulations, or (ii) the predecessor Servicer shall cooperate with the successor Servicer in causing MERS to execute and deliver an assignment of Mortgage in recordable form to transfer the Mortgage from MERS be payable to the Trustee and pursuant to execute and deliver such other notices, documents and other instruments as may be necessary or desirable to effect a transfer of such Mortgage Loan or servicing of such Mortgage Loan on the MERS® System to the successor Servicer. The predecessor Servicer shall file or cause to be filed any such assignment in the appropriate recording office. The predecessor Servicer shall bear any and all fees of MERS, costs of preparing any assignments of Mortgage, and fees and costs of filing any assignments of Mortgage that may be required under this subsectionSection 10.05. Any successor to a 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 servicer, successor servicer maintain in force the policy or policies that such the Master Servicer is required to maintain pursuant to this AgreementSection 4.04.

Trustee to Act; Appointment of Successor. 130 On and after the time a the Servicer receives a notice of termination pursuant to Section 7.01 of this Agreement or the resignation of a Servicer pursuant to Section 6.04hereof, the Trustee shall, subject to and to the extent provided hereinin Section 3.04, be the successor to the related Servicer, but only Servicer in its capacity as servicer under this Agreement, and not in any other, Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the related Servicer by the terms and provisions hereof and applicable law including the obligation to make Advances advances pursuant to Section 4.01. As compensation therefor, subject to the last paragraph of Section 7.01, the Trustee shall be entitled to all funds fees, compensation and reimbursement for costs and expenses relating to the Mortgage Loans that the related Servicer would have been entitled to charge hereunder if the Servicer had continued to the Collection Account, provided that the terminated Servicer shall nonetheless be entitled to payment or reimbursement as provided in Section 3.08 to the extent that such payment or reimbursement relates to the period prior to termination of the related Serviceract hereunder. Notwithstanding the foregoing, if the Trustee has become the successor to a the Servicer in accordance with Section 7.017.01 hereof, the Trustee may, if it shall be unwilling to so act, or shall, if it is prohibited by applicable law from making Advances pursuant to Section 4.01 hereof, hereof or if it is otherwise unable to so act, appoint, or petition a court of competent jurisdiction to appoint, any established mortgage loan servicing institution the appointment of which successor shall be approved by the NIMs Insurer and which does not adversely affect the then current rating of the Certificates by each Rating Agency, Agency as the successor to a the Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of a the Servicer hereunder. Any successor to a Servicer shall be an institution which that is acceptable to the NIMs Insurer and is a Xxxxxx Mae or Xxx and Xxxxxxx Mac approved seller/servicer for first and second loans in good standing, which that has a net worth of at least $10,000,00015,000,000, which and that is willing to service the related Mortgage Loans and which executes and delivers to the Depositor and the Trustee an agreement accepting such delegation and assignment, containing that contains an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of the related Servicer (other than liabilities of the related Servicer under Section 6.03 hereof incurred prior to termination of the related Servicer under Section 7.01 hereunder7.01), with like effect as if originally named as a party to this Agreement; and provided further that each Rating Agency acknowledges that its rating of the Certificates in effect immediately prior to such assignment and delegation will not be qualified, withdrawn qualified or downgraded reduced as a result of such assignment and delegation. No appointment of a successor to the Servicer hereunder shall be effective until the Trustee shall have consented thereto, prior written consent of the NIMs Insurer is obtained (provided, that such prior written consent shall not be required in the event that the Servicing Rights Pledgee or its designee is so appointed as successor servicer) and written notice of such proposed appointment shall have been provided by the Trustee to each Certificateholder. The Trustee shall not resign as servicer until a successor servicer has been appointed and has accepted such appointment. Pending appointment of a successor to a the Servicer hereunder, the Trustee, unless the Trustee is prohibited by law from so acting, shall, subject to the limitations described hereinSection 3.04 hereof, act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on the related Mortgage Loans as it and such successor shall agree; provided, however, that no such compensation shall be in excess of that permitted the Servicing FeeServicer 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 related Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. In connection with the termination or resignation of any 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, in which case the predecessor Servicer shall cooperate with the successor Servicer in causing MERS to revise its records to reflect the transfer of servicing to the successor Servicer as necessary under MERS’ rules and regulations, or (ii) the predecessor Servicer shall cooperate with the successor Servicer 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. The predecessor Servicer shall file or cause to be filed any such assignment in the appropriate recording office. The predecessor Servicer shall bear any and all fees of MERS, costs of preparing any assignments of Mortgage, and fees and costs of filing any assignments of Mortgage that may be required under this subsection. Any successor to a 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, servicer maintain in force the policy or policies that such the Servicer is required to maintain pursuant to Section 6.05. 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 or anything to the contrary which may be set forth in Section 3.04, the Trustee, the Depositor and the NIMS Insurer hereby agree that within ten Business Days of delivery to the Trustee by the Servicing Rights Pledgee of a letter 131 signed by the Servicer whereby the Servicer shall resign as Servicer under this Agreement, or within ten days of Trustee's termination of the Servicer pursuant to Section 7.01 or 7.02, the Servicing Rights Pledgee or its designee shall be appointed as successor servicer; provided that at the time of such appointment (i) the Servicing Rights Pledgee or such designee meets the requirements of a successor servicer set forth above in this Section 7.02 (provided that the consent and approval of the Trustee, the Depositor and the NIMs Insurer shall be deemed to have been given to the Servicing Rights Pledgee or its designee, and the Servicing Rights Pledgee and its designee are hereby agreed to be acceptable to the Trustee, the Depositor and the NIMs Insurer) and (ii) the Servicing Rights Pledgee or such designee agrees to be subject to the terms of this Agreement.

Trustee to Act; Appointment of Successor. On Except with respect to an Event of Default described in Section 8.01(viii) above for which the Certificate Insurer is required to appoint a Successor Master Servicer, on and after the time a the Master Servicer receives a notice of termination pursuant to Section 7.01 of this Agreement or the resignation of a Servicer pursuant to Section 6.04, 8.01 hereof the Trustee shall, subject to and to the extent provided herein, be shall automatically become the successor to the related Servicer, but only in its capacity as servicer under this Agreement, and not in any other, and Master Servicer with respect to the transactions set forth or provided for herein and after a transition period (not to exceed 90 days), shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the related Master Servicer by the terms and provisions hereof and applicable law including the obligation to make Advances hereof; provided, however that, pursuant to Section 4.01Article V hereof, the Trustee in its capacity as successor Master Servicer shall be responsible for making any Advances required to be made by the Master Servicer 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 predecessor Master Servicer. As Effective on the date of such notice of termination, as compensation therefor, the Trustee shall be entitled to all funds relating to the Mortgage Loans compensation, reimbursement of expenses and indemnification that the related Master Servicer would have been entitled to charge if it had continued to the Collection Accountact hereunder, provided provided, however, that the terminated Servicer Trustee shall nonetheless not be entitled to payment (i) liable for any acts or reimbursement as provided in Section 3.08 to the extent that such payment or reimbursement relates to the period prior to termination omissions of the related 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 pursuant to Section 2.03 or (iv) obligated to deposit losses on any Permitted Investment directed by the Master Servicer. Notwithstanding the foregoing, if the Trustee has become the successor to a Servicer in accordance with Section 7.01, the Trustee may, if it shall be unwilling to so act, or shall, if it is prohibited by applicable law from making Advances pursuant to 4.01 hereof, Article V or if it is otherwise unable to so act, appoint, or petition a court of competent jurisdiction to appoint, any established mortgage loan servicing institution the appointment of which does not adversely affect the then current rating of the Certificates by each Rating Agency, Agency (determined without regard to the Class II-A Policy) as the successor to a the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of a the Master Servicer hereunder. Any successor to a Successor Master Servicer shall (i) be an institution which that is a Xxxxxx Fannie Mae or Xxxxxxx Mac approved sellerand Fredxxx Xxc xxprovex xxxxxr/servicer for first and second loans in good standing, which that has a net worth of at least $10,000,00015,000,000, (ii) be acceptable to the Trustee and the Certificate 119 Insurer (which is consent shall not be unreasonably withheld) and (iii) be willing to service the related act as successor servicer of any Mortgage Loans under this Agreement, and which executes shall have executed and delivers delivered to the Depositor Depositor, the Trustee and the Trustee Certificate Insurer an agreement accepting such delegation and assignment, containing that contains an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of the related Master Servicer (other than any liabilities of the related Master Servicer under Section 6.03 hereof incurred prior to termination of the related Master Servicer under Section 7.01 hereunder8.01 or as otherwise set forth herein), with like effect as if originally named as a party to this Agreement; , provided that each Rating Agency acknowledges shall have acknowledged in writing that its rating of the Certificates in effect immediately prior to such assignment and delegation (determined without regard to the Class II-A Policy) will not be qualified, withdrawn qualified or downgraded reduced as a result of such assignment and delegation. If the Trustee assumes the duties and responsibilities of the Master Servicer in accordance with this Section 8.02, the Trustee shall not resign as Master Servicer until a Successor Master Servicer has been appointed and has accepted such appointment. Pending appointment of a successor to a the Master Servicer hereunder, the Trustee, unless the Trustee is prohibited by law from so acting, shall, subject to the limitations described herein, shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on the related Mortgage Loans or otherwise as it and such successor shall agree; provided, however, provided that no such compensation unless agreed to by the Certificateholders shall be in excess of that permitted the Servicing FeeMaster Servicer hereunder. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Neither the Trustee nor any other successor servicer Successor Master Servicer shall be deemed to be in default hereunder by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the failure of the related Master Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. In 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 resignation manipulation of any Servicer hereunder, either (i) the successor servicer, including such servicing data as may be required by the Trustee if to correct any errors or insufficiencies in the servicing data or otherwise to enable the Trustee is acting as successor or the Successor Master Servicer to service the related Mortgage Loans properly and effectively, to the extent not paid by the terminated Master Servicer, shall represent and warrant that it is a member of MERS in good standing and shall agree to comply in all material respects with the rules and procedures of MERS in connection with the servicing of the Mortgage Loans that are registered with MERS, in which case the predecessor Servicer shall cooperate with the successor Servicer in causing MERS to revise its records to reflect the transfer of servicing to the successor Servicer as necessary under MERS’ rules and regulations, or (ii) the predecessor Servicer shall cooperate with the successor Servicer in causing MERS to execute and deliver an assignment of Mortgage in recordable form to transfer the Mortgage from MERS be payable to the Trustee and pursuant to execute and deliver such other notices, documents and other instruments as may be necessary or desirable to effect a transfer of such Mortgage Loan or servicing of such Mortgage Loan on the MERS® System to the successor Servicer. The predecessor Servicer shall file or cause to be filed any such assignment in the appropriate recording office. The predecessor Servicer shall bear any and all fees of MERS, costs of preparing any assignments of Mortgage, and fees and costs of filing any assignments of Mortgage that may be required under this subsectionSection 9.05. Any successor to a 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 servicer, successor servicer maintain in force the policy or policies that such the Master Servicer is required to maintain pursuant to this AgreementSection 3.08.

Trustee to Act; Appointment of Successor. On and after the time a the Master Servicer receives a notice of termination pursuant to Section 7.01 of this Agreement or the resignation of a Servicer pursuant to Section 6.04, 8.01 hereof the Trustee shall, subject to and to the extent provided herein, be shall automatically become the successor to the related Servicer, but only in its capacity as servicer under this Agreement, and not in any other, and Master Servicer with respect to the transactions set forth or provided for herein and after a transition period (not to exceed 90 days), shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the related Master Servicer by the terms and provisions hereof and applicable law including the obligation to make Advances hereof; provided, however that, pursuant to Section 4.01Article V hereof, the Trustee in its capacity as successor Master Servicer shall be responsible for making any Advances required to be made by the Master Servicer 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 predecessor Master Servicer. As Effective on the date of such notice of termination, as compensation therefor, the Trustee shall be entitled to all funds relating to the Mortgage Loans compensation, reimbursement of expenses and indemnification that the related Master Servicer would have been entitled to charge if it had continued to the Collection Accountact hereunder, provided provided, however, that the terminated Servicer Trustee shall nonetheless not be entitled to payment (i) liable for any acts or reimbursement as provided in Section 3.08 to the extent that such payment or reimbursement relates to the period prior to termination omissions of the related 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 pursuant to Section 2.03 or (iv) obligated to deposit losses on any Permitted Investment directed by the Master Servicer. Notwithstanding the foregoing, if the Trustee has become the successor to a Servicer in accordance with Section 7.01, the Trustee may, if it shall be unwilling to so act, or shall, if it is prohibited by applicable law from making Advances pursuant to 4.01 hereof, Article V or if it is otherwise unable to so act, appoint, or petition a court of competent jurisdiction to appoint, any established mortgage loan servicing institution the appointment of which does not adversely affect the then current rating of the Certificates by each Rating Agency, Agency as the successor to a the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of a the Master Servicer hereunder. Any successor to a Successor Master Servicer shall (i) be an institution which that is a Xxxxxx Fannie Mae or Xxxxxxx Mac approved sellerand Fredxxx Xxc approvex xxxxxr/servicer for first and second loans in good standing, which that has a net worth of at least $10,000,00015,000,000, (ii) be acceptable to the Trustee (which is consent shall not be unreasonably withheld) and (iii) be willing to service the related act as successor servicer of any Mortgage Loans under this Agreement, and which executes shall have executed and delivers delivered to the Depositor and the Trustee an agreement accepting such delegation and assignment, containing that contains an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of the related Master Servicer (other than any liabilities of the related Master Servicer under Section 6.03 hereof incurred prior to termination of the related Master Servicer under Section 7.01 hereunder8.01 or as otherwise set forth herein), with like effect as if originally named as a party to this Agreement; , provided that each Rating Agency acknowledges shall have acknowledged in writing that its rating of the Certificates in effect immediately prior to such assignment and delegation will not be qualified, withdrawn qualified or downgraded reduced as a result of such assignment and delegation. If the Trustee assumes the duties and responsibilities of the Master Servicer in accordance with this Section 8.02, the Trustee shall not resign as Master Servicer until a Successor Master Servicer has been appointed and has accepted such appointment. Pending appointment of a successor to a the Master Servicer hereunder, the Trustee, unless the Trustee is prohibited by law from so acting, shall, subject to the limitations described herein, shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on the related Mortgage Loans or otherwise as it and such successor shall agree; provided, however, provided that no such compensation unless agreed to by the Certificateholders shall be in excess of that permitted the Servicing FeeMaster Servicer hereunder. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Neither the Trustee nor any other successor servicer Successor Master Servicer shall be deemed to be in default hereunder by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the failure of the related Master Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. In 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 resignation manipulation of any Servicer hereunder, either (i) the successor servicer, including such servicing data as may be required by the Trustee if to correct any errors or insufficiencies in the servicing data or otherwise to enable the Trustee is acting as successor or the Successor Master Servicer to service the related Mortgage Loans properly and effectively, to the extent not paid by the terminated Master Servicer, shall represent and warrant that it is a member of MERS in good standing and shall agree to comply in all material respects with the rules and procedures of MERS in connection with the servicing of the Mortgage Loans that are registered with MERS, in which case the predecessor Servicer shall cooperate with the successor Servicer in causing MERS to revise its records to reflect the transfer of servicing to the successor Servicer as necessary under MERS’ rules and regulations, or (ii) the predecessor Servicer shall cooperate with the successor Servicer in causing MERS to execute and deliver an assignment of Mortgage in recordable form to transfer the Mortgage from MERS be payable to the Trustee and pursuant to execute and deliver such other notices, documents and other instruments as may be necessary or desirable to effect a transfer of such Mortgage Loan or servicing of such Mortgage Loan on the MERS® System to the successor Servicer. The predecessor Servicer shall file or cause to be filed any such assignment in the appropriate recording office. The predecessor Servicer shall bear any and all fees of MERS, costs of preparing any assignments of Mortgage, and fees and costs of filing any assignments of Mortgage that may be required under this subsectionSection 9.05. Any successor to a 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 servicer, successor servicer maintain in force the policy or policies that such the Master Servicer is required to maintain pursuant to this AgreementSection 3.08.

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

Trustee to Act; Appointment of Successor. (a) On and after the time receipt by the Servicer of a Servicer receives a notice of termination Termination Notice pursuant to Section 7.01 of 10.1, the Servicer shall continue to perform all servicing functions under this Agreement until the date specified in the Termination Notice or as otherwise specified by the resignation Trustee in writing or, if no such date is specified in such Termination Notice, or otherwise specified by the Trustee, until a date mutually agreed upon by the Servicer and Trustee. The Trustee shall notify each Rating Agency of a Servicer pursuant to Section 6.04, such removal of the Servicer. The Trustee shall, subject to as promptly as possible after the giving of a Termination Notice, appoint a successor servicer (the "Successor Servicer"), and such Successor Servicer shall accept its appointment by a written assumption in a form acceptable to the extent provided hereinTrustee ; provided, be the successor to the related Servicerhowever, but only in its capacity as servicer under this Agreement, and not in any other, and the transactions set forth herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the related Servicer by the terms and provisions hereof and applicable law including the obligation to make Advances pursuant to Section 4.01. As compensation therefor, that 115 the Trustee shall be entitled to all funds relating to the Mortgage Loans that the related not appoint a Successor Servicer if such appointment would have been entitled to charge to the Collection Account, provided that the terminated Servicer shall nonetheless be entitled to payment or reimbursement as provided in Section 3.08 to the extent that such payment or reimbursement relates to the period prior to termination of the related Servicer. Notwithstanding the foregoing, if the Trustee has become the successor to a Servicer in accordance with Section 7.01, the Trustee may, if it shall be unwilling to so act, or shall, if it is prohibited by applicable law from making Advances pursuant to 4.01 hereof, or if it is otherwise unable to so act, appoint, or petition a court of competent jurisdiction to appoint, any established mortgage loan servicing institution the appointment of which does not materially adversely affect the then current rating taxability of the Certificates by each Rating Agency, as the successor Trust Under Applicable Tax State income tax law. If such Successor Servicer is unable to a Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of a Servicer hereunder. Any successor to a Servicer shall be an institution which is a Xxxxxx Mae or Xxxxxxx Mac approved seller/servicer for first and second loans in good standing, which has a net worth of at least $10,000,000, which is willing to service the related Mortgage Loans and which executes and delivers to the Depositor and the Trustee an agreement accepting accept such delegation and assignment, containing an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of the related Servicer (other than liabilities of the related Servicer under Section 6.03 hereof incurred prior to termination of the related Servicer under Section 7.01 hereunder), with like effect as if originally named as a party to this Agreement; provided that each Rating Agency acknowledges that its rating of the Certificates in effect immediately prior to such assignment and delegation will not be qualified, withdrawn or downgraded as a result of such assignment and delegation. Pending appointment of a successor to a Servicer hereunder, the Trustee, unless the Trustee 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 assumptionappointment, the Trustee may make such arrangements obtain bids from any potential successor servicer. If the Trustee is unable to obtain any bids from any potential successor servicer and the Servicer delivers an Officer's Certificate to the effect that it cannot in good faith cure the Servicer Default which gave rise to a Service Transfer, and if the Trustee is legally unable to act as Successor Servicer, then the Trustee shall offer the Transferor the right to accept reassignment of all of the Receivables for an amount equal to the compensation Aggregate Invested Amount and the Participation Amount on the date of such successor out purchase plus all interest accrued but unpaid on all of payments on the related Mortgage Loans as it and outstanding Investor Securities at the applicable Security Rate through the date of such successor shall agreepurchase; provided, however, that no such compensation purchase by the Transferor shall occur unless the Transferor shall deliver an Officer's Certificate reasonably acceptable to the Trustee which shall have attached to it the relevant fraudulent conveyance statute, if any, and set forth the factual basis for a conclusion that such purchase would not constitute a fraudulent conveyance of the Transferor. The proceeds of such sale shall be deposited in excess the Distribution Account or any Series Account, as provided in the related Supplement, for distribution to the Investor Securityholders of each outstanding Series pursuant to Section 12.3. In the Servicing Feeevent that a Successor Servicer has not been appointed and has not accepted its appointment at the time when the Servicer ceases to act as Servicer, the Trustee without further action shall automatically be appointed the Successor Servicer (but shall have continued authority to appoint another Person as Successor Servicer). The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary may delegate any of its servicing obligations to effectuate any such succession. Neither an affiliate or agent of the Trustee nor in accordance with Article III hereof. Any such delegations shall not relieve the Trustee of its liability and responsibility with respect to such duties. Notwithstanding the above, the Trustee shall, if it is legally unable to act, petition a court of competent jurisdiction to appoint 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 hereunderestablished financial institution having, in either the case caused by of an entity that is subject to risk-based capital adequacy requirements, risk-based capital of at least $50,000,000 or, in the failure case of the related Servicer an entity that is not subject to deliver or providerisk-based capital requirements, or any delay in delivering or providing, any cash, information, documents or records to it. In connection with the termination or resignation having a net worth of any Servicer hereunder, either (i) the successor servicer, including the Trustee if the Trustee is acting as successor Servicer, shall represent not 116 less than $50,000,000 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 whose regular business includes the servicing of the Mortgage Loans that are registered with MERS, in which case the predecessor Servicer shall cooperate with the successor Servicer in causing MERS to revise its records to reflect the transfer of servicing receivables similar to the successor Receivables as the Successor Servicer as necessary under MERS’ rules and regulations, or (ii) the predecessor Servicer shall cooperate with the successor Servicer 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. The predecessor Servicer shall file or cause to be filed any such assignment in the appropriate recording office. The predecessor Servicer shall bear any and all fees of MERS, costs of preparing any assignments of Mortgage, and fees and costs of filing any assignments of Mortgage that may be required under this subsection. Any successor to a 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 such Servicer is required to maintain pursuant to this Agreementhereunder.

Trustee to Act; Appointment of Successor. On and after the time a the Master Servicer receives a notice of termination pursuant to Section 7.01 of this Agreement or the resignation of a Servicer pursuant to Section 6.04, 9.01 hereof the Trustee shall, subject to and to the extent provided herein, be shall automatically become the successor to the related Servicer, but only in its capacity as servicer under this Agreement, and not in any other, and Master Servicer with respect to the transactions set forth or provided for herein and after a transition period (not to exceed 90 days), shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the related Master Servicer by the terms and provisions hereof and applicable law including the obligation to make Advances hereof; provided, however that, pursuant to Section 4.01Article VI hereof, the Trustee in its capacity as successor Master Servicer shall be responsible for making any Advances required to be made by the Master Servicer 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 predecessor Master Servicer. As Effective on the date of such notice of termination, as compensation therefor, the Trustee shall be entitled to all funds relating to the Mortgage Loans compensation, reimbursement of expenses and indemnifications that the related Master Servicer would have been entitled to charge if it had continued to the Collection Accountact hereunder, provided provided, however, that the terminated Servicer Trustee shall nonetheless not be entitled to payment (i) liable for any acts or reimbursement as provided in Section 3.08 to the extent that such payment or reimbursement relates to the period prior to termination omissions of the related 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 pursuant to Section 2.03 or (iv) obligated to deposit losses on any Permitted Investment directed by the Master Servicer. Notwithstanding the foregoing, if the Trustee has become the successor to a Servicer in accordance with Section 7.01, the Trustee may, if it shall be unwilling to so act, or shall, if it is prohibited by applicable law from making Advances pursuant to 4.01 hereof, Article VI or if it is otherwise unable to so act, appoint, or petition a court of competent jurisdiction to appoint, any established mortgage loan servicing institution the appointment of which does not adversely affect the then current rating of the Certificates by each Rating Agency, Agency as the successor to a the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of a the Master Servicer hereunder. Any successor to a Successor Master Servicer shall (i) be an institution which that is a Xxxxxx Fannie Mae or Xxxxxxx Mac approved sellerand Freddxx Xxx xxxroved xxxxxx/servicer for first and second loans in good standing, which that has a net worth of at least $10,000,000, which is 15,000,000 and (ii) be willing to service act as successor servicer of any Mortgage Loans under this Agreement or the related Mortgage Loans Servicing Agreement with respect to which the Company or the original Servicer has been terminated as servicer, and which executes shall have executed and delivers delivered to the Depositor and the Trustee an agreement accepting such delegation and assignment, containing that contains an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of the related Master Servicer (other than any liabilities of the related Master Servicer under Section 6.03 hereof incurred prior to termination of the related Master Servicer under Section 7.01 hereunder9.01 or as otherwise set forth herein), with like effect as if originally named as a party to this Agreement; , provided that each Rating Agency acknowledges shall have acknowledged in writing that its rating of the Certificates in effect immediately prior to such assignment and delegation will not be qualified, withdrawn qualified or downgraded reduced as a result of such assignment and delegation. If the Trustee assumes the duties and responsibilities of the Master Servicer in accordance with this Section 9.02, the Trustee shall not resign as Master Servicer until a Successor Master Servicer has been appointed and has accepted such appointment. Pending appointment of a successor to a the Master Servicer hereunder, the Trustee, unless the Trustee is prohibited by law from so acting, shall, subject to the limitations described hereinSection 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 related Mortgage Loans or otherwise as it and such successor shall agree; provided, however, provided that no such compensation unless agreed to by the Certificateholders shall be in excess of that permitted the Servicing FeeMaster Servicer hereunder. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Neither the Trustee nor any other successor servicer Successor Master Servicer shall be deemed to be in default hereunder by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the failure of the related 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. In 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 resignation manipulation of any Servicer hereunder, either (i) the successor servicer, including such servicing data as may be required by the Trustee if to correct any errors or insufficiencies in the servicing data or otherwise to enable the Trustee is acting as successor or the Successor Master Servicer to service the related Mortgage Loans properly and effectively, to the extent not paid by the terminated Master Servicer, shall represent and warrant that it is a member of MERS in good standing and shall agree to comply in all material respects with the rules and procedures of MERS in connection with the servicing of the Mortgage Loans that are registered with MERS, in which case the predecessor Servicer shall cooperate with the successor Servicer in causing MERS to revise its records to reflect the transfer of servicing to the successor Servicer as necessary under MERS’ rules and regulations, or (ii) the predecessor Servicer shall cooperate with the successor Servicer in causing MERS to execute and deliver an assignment of Mortgage in recordable form to transfer the Mortgage from MERS be payable to the Trustee and pursuant to execute and deliver such other notices, documents and other instruments as may be necessary or desirable to effect a transfer of such Mortgage Loan or servicing of such Mortgage Loan on the MERS® System to the successor Servicer. The predecessor Servicer shall file or cause to be filed any such assignment in the appropriate recording office. The predecessor Servicer shall bear any and all fees of MERS, costs of preparing any assignments of Mortgage, and fees and costs of filing any assignments of Mortgage that may be required under this subsectionSection 10.05. Any successor to a 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 servicer, successor servicer maintain in force the policy or policies that such the Master Servicer is required to maintain pursuant to this AgreementSection 4.04.

Trustee to Act; Appointment of Successor. On and after the time a Master Servicer receives a notice of termination pursuant to Section 7.01 of this Agreement or the resignation of a Servicer pursuant to Section 6.04hereof, the Trustee or Countrywide shall, subject to and to the extent provided hereinin Section 3.04, be the successor to the related Servicer, but only such Master Servicer in its capacity as master servicer under this Agreement, and not in any other, Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the related such Master Servicer by the terms and provisions hereof and applicable law including the obligation to make Advances and Bi-Weekly Interest Shortfall Advances pursuant to Section 4.01. As compensation therefor, the Trustee or Countrywide, as applicable, shall be entitled to all funds relating to the Mortgage Loans that the related such Master Servicer would have been entitled to charge to the Collection Account, provided that the terminated Certificate Account or Distribution Account if such Master Servicer shall nonetheless be entitled had continued to payment or reimbursement as provided in Section 3.08 to the extent that such payment or reimbursement relates to the period prior to termination of the related Serviceract hereunder. Notwithstanding the foregoing, if the Trustee has become the successor to a such Master Servicer in accordance with Section 7.017.01 hereof, the Trustee may, if it shall be unwilling to so act, or shall, if it is prohibited by applicable law from making Advances or Bi-Weekly Interest Shortfall Advances pursuant to Section 4.01 hereof, hereof or if it is otherwise unable to so act, appoint, or petition a court of competent jurisdiction to appoint, any established mortgage loan servicing institution the appointment of which does not adversely affect the then current rating of the Certificates by each Rating Agency, Agency as the successor to a such Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of a such Master Servicer hereunder. Any successor to a terminated Master Servicer shall be an institution which is a Xxxxxx Mae or Xxxxxxx Mac FNMA and FHLMC approved seller/servicer for first and second loans in good standing, which has a net worth of at least $10,000,00015,000,000, and which is willing to service the related Mortgage Loans and which executes and delivers to the Depositor and the Trustee an agreement accepting such delegation and assignment, containing which contains an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of the related such Master Servicer (other than liabilities of the related such Master Servicer under Section 6.03 hereof incurred prior to termination of the related such Master Servicer under Section 7.01 hereunder7.01), with like effect as if originally named as a party to this Agreement; and provided further that each Rating Agency acknowledges that its rating of the Certificates in effect immediately prior to such assignment and delegation will not be qualified, withdrawn qualified or downgraded reduced as a result of such assignment and delegation. Pending appointment of a successor to a such Master Servicer hereunder, the Trustee, unless the Trustee is prohibited by law from so acting, shall, subject to the limitations described hereinSection 3.04 hereof, act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on the related Mortgage Loans as it and such successor shall agree; provided, however, that no such compensation shall be in excess of the Master Servicing Fee (or the Certificate Administrator Fee, if applicable) or such other fees relating to the Mortgage Loans permitted such Master Servicer hereunder. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Neither the Trustee nor Countrywide 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 related terminated Master Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. Any successor to a 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 Servicing Released Master Servicer is required to maintain pursuant to Section 3.18 or that the Servicing Retained Master Servicer is required to maintain pursuant to Section 3.19(d), as applicable. In connection with the termination or resignation of any the Servicing Released Master Servicer hereunder, either (i) the successor servicerServicing Released Master Servicer, including the Trustee if the Trustee is acting as successor Servicing Released 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, in which case or (ii) the predecessor Servicing Released Master Servicer shall cooperate with the successor Servicing Released Master Servicer in causing MERS to revise its records to reflect the transfer of servicing to the successor Servicer as necessary under MERS’ rules and regulations, or either (iix) the predecessor Servicer shall cooperate with the successor Servicer 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® MERS(R) System to the successor Servicer. The predecessor Servicing Released Master Servicer shall file or cause (y) in causing MERS to be filed any designate on the MERS(R) System the successor Servicing Released Master Servicer as the servicer of such assignment in Mortgage Loan (notwithstanding that the appropriate recording office. The predecessor Servicing Retained Master Servicer shall bear any and all fees of MERS, costs of preparing any assignments of Mortgage, and fees and costs of filing any assignments of Mortgage that or related Underlying Servicer may be required under this subsection. Any successor to a Servicer shall give notice to the Mortgagors servicer of such change of servicer and shall, during the term of its service as servicer, maintain in force the policy or policies that Mortgage Loan if such Servicer Mortgage Loan is required to maintain pursuant to this Agreementa Servicing Retained Mortgage Loan).

Trustee to Act; Appointment of Successor. On and after the time a the Servicer receives a notice of termination pursuant to Section 7.01 of this Agreement or the resignation of a Servicer pursuant to Section 6.04hereof, the Trustee shall, subject to and to the extent provided herein, shall be the successor to the related Servicer, but only Servicer in its capacity as servicer under this Agreement, and not in any other, Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities (other than liabilities incurred by the predecessor Servicer) relating thereto placed on the related Servicer by the terms and provisions hereof and applicable law including the obligation to make Advances advances pursuant to Section 4.01. As compensation therefor, subject to the last paragraph of Section 7.01, the Trustee shall be entitled to all funds relating to the Mortgage Loans fees, compensation and reimbursement for costs and expenses that the related Servicer would have been entitled to charge hereunder if the Servicer had continued to the Collection Account, provided that the terminated Servicer shall nonetheless be entitled to payment or reimbursement as provided in Section 3.08 to the extent that such payment or reimbursement relates to the period prior to termination of the related Serviceract hereunder. Notwithstanding the foregoing, if the Trustee has become the successor to a the Servicer in accordance with Section 7.017.01 hereof, the Trustee may, if it shall be unwilling to so act, or shall, if it is prohibited by applicable law from making Advances pursuant to Section 4.01 hereof, hereof or if it is otherwise unable to so act, appoint, or petition a court of competent jurisdiction to appoint, any established mortgage loan servicing institution the appointment of which does successor shall not adversely affect the then current rating of the Certificates by each Rating Agency (as acknowledged by a letter from each Rating Agency, as described below) as the successor to a the Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of a the Servicer hereunder. Any successor to a Servicer shall be an institution which that is a Xxxxxx Mae or Xxx and Xxxxxxx Mac approved seller/servicer for first and second loans in good standing, which that has a net worth of at least $10,000,00015,000,000, which and that is willing to service the related Mortgage Loans and which executes and delivers to the Depositor and the Trustee an agreement accepting such delegation and assignment, containing that contains an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of the related Servicer (other than liabilities of the related Servicer under Section 6.03 hereof incurred prior to termination of the related Servicer under Section 7.01 hereunder7.01), with like effect as if originally named as a party to this Agreement; and provided further that each Rating Agency acknowledges that its rating of the Certificates in effect immediately prior to such assignment and delegation will not be qualified, withdrawn qualified or downgraded reduced as a result of such assignment and delegation. No appointment of a successor to the Servicer hereunder shall be effective until the Trustee and the Depositor shall have consented thereto and written notice of such proposed appointment shall have been provided by the Trustee to each Certificateholder. The Trustee shall not resign as servicer until a successor servicer has been appointed and has accepted such appointment. Pending appointment of a successor to a the Servicer hereunder, the Trustee, unless the Trustee is prohibited by law from so acting, shall, subject to the limitations described herein, shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on the related Mortgage Loans as it and such successor shall agree; provided, however, that no such compensation shall be in excess of that permitted the Servicing FeeServicer 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 related Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. In connection with The Trustee or other successor servicer shall be entitled to be reimbursed by the termination Servicer (or resignation by the Trust Fund if the Servicer is unable to fulfill its obligations hereunder) for all reasonable out-of-pocket costs (such expenses of any Servicer hereunder, either (i) the successor servicer, including the Trustee if to be documented by the Trustee is acting as successor Servicer, shall represent and warrant that it is a member of MERS in good standing and shall agree to comply in all material respects the extent possible) associated with the rules and procedures of MERS in connection with the servicing of the Mortgage Loans that are registered with MERS, in which case the predecessor Servicer shall cooperate with the successor Servicer in causing MERS to revise its records to reflect the transfer of servicing to the successor Servicer as necessary under MERS’ rules and regulations, or (ii) from the predecessor Servicer shall cooperate Servicer, including without limitation any such costs or expenses associated with the complete transfer of all servicing data and the completion, correction or manipulation of such servicing data or otherwise to enable the Trustee as successor Servicer in causing MERS servicer or other successor servicer to execute and deliver an assignment of Mortgage in recordable form to transfer service the Mortgage from MERS to the Trustee Loans properly 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. The predecessor Servicer shall file or cause to be filed any such assignment in the appropriate recording office. The predecessor Servicer shall bear any and all fees of MERS, costs of preparing any assignments of Mortgage, and fees and costs of filing any assignments of Mortgage that may be required under this subsectioneffectively. Any successor to a 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, servicer maintain in force the policy or policies that such the Servicer is required to maintain pursuant to this AgreementSection 6.05.

Trustee to Act; Appointment of Successor. On and after the time a the Master Servicer receives a notice of termination pursuant to Section 7.01 of this Agreement or the resignation of a Servicer pursuant to Section 6.04, 8.01 hereof the Trustee shall, subject to and to the extent provided herein, be shall automatically become the successor to the related Servicer, but only in its capacity as servicer under this Agreement, and not in any other, and Master Servicer with respect to the transactions set forth or provided for herein and after a transition period (not to exceed 90 days), shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the related Master Servicer by the terms and provisions hereof and applicable law including the obligation to make Advances hereof; provided, however that, pursuant to Section 4.01Article V hereof, the Trustee in its capacity as successor Master Servicer shall be responsible for making any Advances required to be made by the Master Servicer 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 predecessor Master Servicer. As Effective on the date of such notice of termination, as compensation therefor, the Trustee shall be entitled to all funds relating to the Mortgage Loans compensation, reimbursement of expenses and indemnification that the related Master Servicer would have been entitled to charge if it had continued to the Collection Accountact hereunder; provided, provided however, that the terminated Servicer Trustee shall nonetheless not be entitled to payment (i) liable for any acts or reimbursement as provided in Section 3.08 to the extent that such payment or reimbursement relates to the period prior to termination omissions of the related 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 pursuant to Section 2.03 or (iv) obligated to deposit losses on any Permitted Investment directed by the Master Servicer. Notwithstanding the foregoing, if the Trustee has become the successor to a Servicer in accordance with Section 7.01, the Trustee may, if it shall be unwilling to so act, or shall, if it is prohibited by applicable law from making Advances pursuant to 4.01 hereof, Article V or if it is otherwise unable to so act, appoint, or petition a court of competent jurisdiction to appoint, any established mortgage loan servicing institution the appointment of which does not adversely affect the then current rating of the Certificates by each Rating Agency, Agency as the successor to a the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of a the Master Servicer hereunder. Any successor to a Successor Master Servicer shall (i) be an institution which that is a Xxxxxx Mae or and Xxxxxxx Mac approved seller/servicer for first and second loans in good standing, which that has a net worth of at least $10,000,00015,000,000, (ii) be acceptable to the Trustee (which is consent shall not be unreasonably withheld) and (iii) be willing to service the related act as successor servicer of any Mortgage Loans under this Agreement, and which executes shall have executed and delivers delivered to the Depositor and the Trustee an agreement accepting such delegation and assignment, containing that contains an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of the related Master Servicer (other than any liabilities of the related Master Servicer under Section 6.03 hereof incurred prior to termination of the related Master Servicer under Section 7.01 hereunder8.01 or as otherwise set forth herein), with like effect as if originally named as a party to this Agreement; , provided that each Rating Agency acknowledges shall have acknowledged in writing that its rating of the Certificates in effect immediately prior to such assignment and delegation will not be qualified, withdrawn qualified or downgraded reduced as a result of such assignment and delegation. If the Trustee assumes the duties and responsibilities of the Master Servicer in accordance with this Section 8.02, the Trustee shall not resign as Master Servicer until a Successor Master Servicer has been appointed and has accepted such appointment. Pending appointment of a successor to a the Master Servicer hereunder, the Trustee, unless the Trustee is prohibited by law from so acting, shall, subject to the limitations described herein, shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on the related Mortgage Loans or otherwise as it and such successor shall agree; provided, however, provided that no such compensation unless agreed to by the Certificateholders shall be in excess of that permitted the Servicing FeeMaster Servicer hereunder. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Neither the Trustee nor any other successor servicer Successor Master Servicer shall be deemed to be in default hereunder by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the failure of the related Master Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. In 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 resignation manipulation of any Servicer hereunder, either (i) the successor servicer, including such servicing data as may be required by the Trustee if to correct any errors or insufficiencies in the servicing data or otherwise to enable the Trustee is acting as successor or the Successor Master Servicer to service the Mortgage Loans properly and effectively, to the extent not paid by the terminated Master Servicer, shall represent and warrant that it is a member of MERS in good standing and shall agree to comply in all material respects with the rules and procedures of MERS in connection with the servicing of the Mortgage Loans that are registered with MERS, in which case the predecessor Servicer shall cooperate with the successor Servicer in causing MERS to revise its records to reflect the transfer of servicing to the successor Servicer as necessary under MERS’ rules and regulations, or (ii) the predecessor Servicer shall cooperate with the successor Servicer in causing MERS to execute and deliver an assignment of Mortgage in recordable form to transfer the Mortgage from MERS be payable to the Trustee and pursuant to execute and deliver such other notices, documents and other instruments as may be necessary or desirable to effect a transfer of such Mortgage Loan or servicing of such Mortgage Loan on the MERS® System to the successor Servicer. The predecessor Servicer shall file or cause to be filed any such assignment in the appropriate recording office. The predecessor Servicer shall bear any and all fees of MERS, costs of preparing any assignments of Mortgage, and fees and costs of filing any assignments of Mortgage that may be required under this subsectionSection 9.05. Any successor to a 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 servicer, successor servicer maintain in force the policy or policies that such the Master Servicer is required to maintain pursuant to this AgreementSection 3.08.

Trustee to Act; Appointment of Successor. On and after the time a the Master Servicer receives a notice of termination pursuant to Section 7.01 of this Agreement or the resignation of a Servicer pursuant to Section 6.04, 9.01 hereof the Trustee shall, subject to and to the extent provided herein, be shall automatically become the successor to the related Servicer, but only in its capacity as servicer under this Agreement, and not in any other, and Master Servicer with respect to the transactions set forth or provided for herein and after a transition period (not to exceed 90 days), shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the related Master Servicer by the terms and provisions hereof and applicable law including the obligation to make Advances hereof; provided, however that, pursuant to Section 4.01Article VI hereof, the Trustee in its capacity as successor Master Servicer shall be responsible for making any Advances required to be made by the Master Servicer 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 predecessor Master Servicer. As Effective on the date of such notice of termination, as compensation therefor, the Trustee shall be entitled to all funds relating to the Mortgage Loans compensation, reimbursement of expenses and indemnifications that the related Master Servicer would have been entitled to charge if it had continued to the Collection Accountact hereunder, provided provided, however, that the terminated Servicer Trustee shall nonetheless not be entitled to payment (i) liable for any acts or reimbursement as provided in Section 3.08 to the extent that such payment or reimbursement relates to the period prior to termination omissions of the related Master Servicer, (ii) obligated to make Advances if it is prohibited from doing so under applicable law or if such Advance would constitute a Nonrecoverable Advance, (iii) responsible for expenses of the Master Servicer pursuant to Section 2.03 or (iv) obligated to deposit losses on any Permitted Investment directed by the Master Servicer. Notwithstanding the foregoing, if the Trustee has become the successor to a Servicer in accordance with Section 7.01, the Trustee may, if it shall be unwilling to so act, or shall, if it is prohibited by applicable law from making Advances pursuant to 4.01 hereof, Article VI or if it is otherwise unable to so act, appoint, or petition a court of competent jurisdiction to appoint, any established mortgage loan servicing institution the appointment of which does not adversely affect the then current rating of the Certificates by each Rating Agency, Agency as the successor to a the Master Servicer (or the Securities Administrator, if applicable) hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of a the Master Servicer (or the Securities Administrator, if applicable) hereunder. Any successor to a Successor Master Servicer shall (i) be an institution which that is a Xxxxxx Mae or Xxx and Xxxxxxx Mac approved seller/servicer for first and second loans in good standing, which that has a net worth of at least $10,000,00015,000,000, which is and (ii) be willing to service the related act as successor servicer of any Mortgage Loans under this Agreement with respect to which the Servicer has been terminated as servicer, and which executes shall have executed and delivers delivered to the Depositor and Depositor, the Trustee an agreement accepting such delegation and assignment, containing that contains an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of the related Master Servicer (other than any liabilities of the related Master Servicer under Section 6.03 hereof incurred prior to termination of the related Master Servicer under Section 7.01 hereunder9.01 or as otherwise set forth herein), with like effect as if originally named as a party to this Agreement; , provided that each Rating Agency acknowledges shall have acknowledged in writing that its rating of the Certificates in effect immediately prior to such assignment and delegation will not be qualified, withdrawn qualified or downgraded reduced as a result of such assignment and delegation. If the Trustee assumes the duties and responsibilities of the Master Servicer in accordance with this Section 9.02, the Trustee shall not resign as Master Servicer until a Successor Master Servicer has been appointed and has accepted such appointment. Pending appointment of a successor to a the Master Servicer hereunder, the Trustee, unless the Trustee is prohibited by law from so acting, shall, subject to the limitations described hereinSection 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 related Mortgage Loans or otherwise as it and such successor shall agree; provided, however, provided that no such compensation unless agreed to by the Certificateholders shall be in excess of that permitted the Servicing FeeMaster Servicer hereunder. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Neither the Trustee nor any other successor servicer Successor Master Servicer shall be deemed to be in default hereunder by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the failure of the related 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. In 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 resignation manipulation of any Servicer hereunder, either (i) the successor servicer, including such servicing data as may be required by the Trustee if to correct any errors or insufficiencies in the servicing data or otherwise to enable the Trustee is acting as successor or the Successor Master Servicer to service the related Mortgage Loans properly and effectively, to the extent not paid by the terminated Master Servicer, shall represent and warrant that it is a member of MERS in good standing and shall agree to comply in all material respects with the rules and procedures of MERS in connection with the servicing of the Mortgage Loans that are registered with MERS, in which case the predecessor Servicer shall cooperate with the successor Servicer in causing MERS to revise its records to reflect the transfer of servicing to the successor Servicer as necessary under MERS’ rules and regulations, or (ii) the predecessor Servicer shall cooperate with the successor Servicer in causing MERS to execute and deliver an assignment of Mortgage in recordable form to transfer the Mortgage from MERS be payable to the Trustee and pursuant to execute and deliver such other notices, documents and other instruments as may be necessary or desirable to effect a transfer of such Mortgage Loan or servicing of such Mortgage Loan on the MERS® System to the successor Servicer. The predecessor Servicer shall file or cause to be filed any such assignment in the appropriate recording office. The predecessor Servicer shall bear any and all fees of MERS, costs of preparing any assignments of Mortgage, and fees and costs of filing any assignments of Mortgage that may be required under this subsectionSection 10.05. Any successor to a 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 servicer, successor servicer maintain in force the policy or policies that such the Master Servicer is required to maintain pursuant to this AgreementSection 4.04.

Trustee to Act; Appointment of Successor. On and after the time a the Master Servicer receives a notice of termination pursuant to Section 7.01 of this Agreement or the resignation of a Servicer pursuant to Section 6.04hereof, the Trustee shall, subject to and to the extent provided hereinin Section 3.04, be the successor to the related Servicer, but only Master Servicer in its capacity as master servicer under this Agreement, and not in any other, Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the related Master Servicer by the terms and provisions hereof and applicable law including the obligation to make Advances pursuant to Section 4.01. As compensation therefor, the Trustee shall be entitled to all funds relating to the Mortgage Loans that the related Master Servicer would have been entitled to charge to the Collection Account, provided that Certificate Account or Distribution Account if the terminated Master Servicer shall nonetheless be entitled had continued to payment or reimbursement as provided in Section 3.08 to the extent that such payment or reimbursement relates to the period prior to termination of the related Serviceract hereunder. Notwithstanding the foregoing, if the Trustee has become the successor to a the Master Servicer in accordance with Section 7.017.01 hereof, the Trustee may, if it shall be unwilling to so act, or shall, if it is prohibited by applicable law from making Advances pursuant to Section 4.01 hereof, hereof or if it is otherwise unable to so act, appoint, or petition a court of competent jurisdiction to appoint, any established mortgage loan servicing institution the appointment of which does not adversely affect the then current rating of the Certificates by each Rating Agency, Agency as the successor to a the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of a the Master Servicer hereunder. Any successor to a the Master Servicer shall be an institution which is a Xxxxxx Mae or Xxxxxxx Mac FNMA and FHLMC approved seller/servicer for first and second loans in good standing, which has a net worth of at least $10,000,00015,000,000, and which is willing to service the related Mortgage Loans and which executes and delivers to the Depositor and the Trustee an agreement accepting such delegation and assignment, containing which contains an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of the related Master Servicer (other than liabilities of the related Master Servicer under Section 6.03 hereof incurred prior to termination of the related Master Servicer under Section 7.01 hereunder7.01), with like effect as if originally named as a party to this Agreement; and provided further that each Rating Agency acknowledges that its rating of the Certificates in effect immediately prior to such assignment and delegation will not be qualified, withdrawn qualified or downgraded reduced as a result of such assignment and delegation. Pending appointment of a successor to a the Master Servicer hereunder, the Trustee, unless the Trustee is prohibited by law from so acting, shall, subject to the limitations described hereinSection 3.04 hereof, act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on the related Mortgage Loans as it and such successor shall agree; provided, however, that no such compensation shall be in excess of the Servicing Feeservicing compensation permitted the Master Servicer hereunder. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Neither the Trustee nor any other successor 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 related Master Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. In connection with the termination or resignation of any 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, in which case the predecessor Servicer shall cooperate with the successor Servicer in causing MERS to revise its records to reflect the transfer of servicing to the successor Servicer as necessary under MERS’ rules and regulations, or (ii) the predecessor Servicer shall cooperate with the successor Servicer 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. The predecessor Servicer shall file or cause to be filed any such assignment in the appropriate recording office. The predecessor Servicer shall bear any and all fees of MERS, costs of preparing any assignments of Mortgage, and fees and costs of filing any assignments of Mortgage that may be required under this subsection. Any successor to a 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 servicer, master servicer maintain in force the policy or policies that such the Master Servicer is required to maintain pursuant to this Agreement.Section 6.05. 70 76

Trustee to Act; Appointment of Successor. (a) On and after the time ---------------------------------------- receipt by the Servicer of a Servicer receives a notice of termination Termination Notice pursuant to Section 7.01 of 10.1, the Servicer shall continue to perform all servicing functions under this Agreement until the date specified in the Termination Notice or otherwise specified by the resignation Trustee in writing or, if no such date is specified in such Termination Notice or otherwise specified by the Trustee, until a date mutually agreed upon by the Servicer and the Trustee. The Trustee shall as promptly as possible after the giving of a Termination Notice appoint (with the consent of the Holders of Investor Certificates evidencing Undivided Interests aggregating greater than 50% of the Investor Amount of each Series) a successor servicer (the "Successor Servicer"), and such Successor Servicer pursuant shall accept its appointment by a written assumption in a form acceptable to Section 6.04the Trustee. The Trustee may obtain bids from any potential successor servicer. If the Trustee is unable to obtain any bids from any potential successor servicer and the Servicer delivers an Officer's Certificate to the effect that it cannot in good faith cure the Servicer Default which gave rise to a transfer of servicing, then the Trustee shall offer Seller the right to accept retransfer of all the Receivables and Seller may accept retransfer of all the Receivables, provided, however, that if the long-term unsecured debt obligations of Seller are not rated at the time of such purchase at least Baa-3 by Moody's and BBB- by Standard & Poor's, no such retransfer shall occur unless Seller shall deliver an Opinion of Counsel reasonably acceptable to the Trustee that such retransfer would not constitute a fraudulent conveyance of Seller. The retransfer deposit amount for such a retransfer shall be equal to the higher of the sum of (i) the outstanding principal balance of the Investor Certificates, plus accrued interest thereon, at the Certificate Rate, through the date of retransfer and (ii) the average bid price quoted by two recognized dealers for a similar security rated in the highest rating category by Moody's and Standard & Poor's and having a remaining maturity substantially similar to the remaining maturity of the Certificates. In the event that a Successor Servicer has not been appointed and has not accepted its appointment at the time when the Servicer ceases to act as Servicer, the Trustee without further action shall automatically be appointed the Successor Servicer. Notwithstanding the above, the Trustee shall, subject to and to the extent provided herein, be the successor to the related Servicer, but only in its capacity as servicer under this Agreement, and not in any other, and the transactions set forth herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the related Servicer by the terms and provisions hereof and applicable law including the obligation to make Advances pursuant to Section 4.01. As compensation therefor, the Trustee shall be entitled to all funds relating to the Mortgage Loans that the related Servicer would have been entitled to charge to the Collection Account, provided that the terminated Servicer shall nonetheless be entitled to payment or reimbursement as provided in Section 3.08 to the extent that such payment or reimbursement relates to the period prior to termination of the related Servicer. Notwithstanding the foregoing, if the Trustee has become the successor to a Servicer in accordance with Section 7.01, the Trustee may, if it shall be unwilling to so act, or shall, if it is prohibited by applicable law from making Advances pursuant legally unable so to 4.01 hereof, or if it is otherwise unable to so act, appoint, or petition a court of competent jurisdiction to appoint, appoint any established mortgage loan servicing financial institution the appointment of which does not adversely affect the then current rating of the Certificates by each Rating Agency, as the successor to a Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of a Servicer hereunder. Any successor to a Servicer shall be an institution which is a Xxxxxx Mae or Xxxxxxx Mac approved seller/servicer for first and second loans in good standing, which has having a net worth of at least not less than $10,000,000, which is willing to service the related Mortgage Loans 100,000,000 and which executes and delivers to the Depositor and the Trustee an agreement accepting such delegation and assignment, containing an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of the related Servicer (other than liabilities of the related Servicer under Section 6.03 hereof incurred prior to termination of the related Servicer under Section 7.01 hereunder), with like effect as if originally named as a party to this Agreement; provided that each Rating Agency acknowledges that its rating of the Certificates in effect immediately prior to such assignment and delegation will not be qualified, withdrawn or downgraded as a result of such assignment and delegation. Pending appointment of a successor to a Servicer hereunder, the Trustee, unless the Trustee is prohibited by law from so acting, shall, subject to the limitations described herein, act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on the related Mortgage Loans as it and such successor shall agree; provided, however, that no such compensation shall be in excess of the Servicing Fee. 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 related Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. In connection with the termination or resignation of any 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 whose regular business includes the servicing of installment sales charge, credit and/or credit card account receivables as the Mortgage Loans that are registered with MERS, in which case the predecessor Successor Servicer shall cooperate with the successor Servicer in causing MERS to revise its records to reflect the transfer of servicing to the successor Servicer as necessary under MERS’ rules and regulations, or (ii) the predecessor Servicer shall cooperate with the successor Servicer 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. The predecessor Servicer shall file or cause to be filed any such assignment in the appropriate recording office. The predecessor Servicer shall bear any and all fees of MERS, costs of preparing any assignments of Mortgage, and fees and costs of filing any assignments of Mortgage that may be required under this subsection. Any successor to a 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 such Servicer is required to maintain pursuant to this Agreementhereunder.

Trustee to Act; Appointment of Successor. (a) On and after the time a the Servicer receives a notice of termination pursuant to Section 7.01 of this Agreement or the resignation of a Servicer pursuant to Section 6.048.01, the Trustee shall, subject to and to the extent provided herein, shall be the successor in all respects to the related Servicer, but only Servicer in its capacity as servicer under this Agreement, and not in any other, Agreement and the transactions set forth or provided for herein and shall succeed to all the rights, powers and privileges of the Servicer hereunder and be subject to all the responsibilities, duties and liabilities relating thereto placed on the related Servicer by the terms and provisions hereof and applicable law hereof, including without limitation, the obligation to make Monthly Advances pursuant and to Section 4.01pay Compensating Interest. As compensation therefor, the Trustee shall be entitled to all funds relating to such compensation as the Mortgage Loans that the related Servicer would have been entitled to charge to the Collection Account, provided that the terminated Servicer shall nonetheless be entitled to payment or reimbursement as provided in Section 3.08 to the extent that hereunder if no such payment or reimbursement relates to the period prior to notice of termination of the related Servicerhad been given. Notwithstanding the foregoing, if the Trustee has become shall be unwilling so to act, or the successor Trustee is legally unable so to a Servicer in accordance with Section 7.01act, the Trustee may, if it shall be unwilling to so act, or shall, if it is prohibited by applicable law from making Advances pursuant to 4.01 hereof, or if it is otherwise unable to so act, with the consent of the Rating Agencies may promptly appoint, or petition a court of competent jurisdiction to appoint, appoint any established mortgage housing and home finance institution or any institution that regularly services home equity loans that is then servicing a home equity loan servicing institution the appointment portfolio and having all licenses, permits and approvals required by applicable law, and having a net worth of which does not adversely affect the then current rating of the Certificates by each Rating Agency, less than $10,000,000 as the successor to a the Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of a the Servicer hereunder. Any successor to a Servicer shall be an institution which is a Xxxxxx Mae or Xxxxxxx Mac approved seller/servicer for first and second loans in good standing, which has a net worth of at least $10,000,000, which is willing to service the related Mortgage Loans and which executes and delivers to the Depositor and the Trustee an agreement accepting such delegation and assignment, containing an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of the related Servicer (other than liabilities of the related Servicer under Section 6.03 hereof incurred prior to termination of the related Servicer under Section 7.01 hereunder), with like effect as if originally named as a party to this Agreement; provided that each any such successor servicer shall be acceptable to the Rating Agency acknowledges Agencies and, if such successor servicer shall not have been appointed by the Trustee, the Trustee shall be provided 5 Business Days’ prior notice of any such appointment; and provided further that its rating the appointment of any such successor servicer will not result in the qualification, reduction or withdrawal of the rating assigned to any subclass of Offered Certificates in effect immediately prior to such assignment and delegation will not be qualified, withdrawn or downgraded as a result of such assignment and delegationby any Rating Agency. Pending appointment of a successor to a the Servicer hereunder, the Trustee, unless the Trustee is prohibited by law from so acting, shall, subject to the limitations described herein, Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on the related Mortgage Loans as it and such successor shall agree; provided, however, that no such compensation shall be in excess of that permitted the Servicing FeeServicer hereunder; and provided further that, if due to market conditions, the parties thereto shall agree to compensation in excess of that permitted the Servicer hereunder, the Trustee shall not be responsible for any such amounts in excess thereof. 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 The appointment of a successor servicer shall be deemed to be in default by reason not affect any liability 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 related Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. In connection with the termination or resignation of any 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, in which case the predecessor Servicer shall cooperate with the successor that may have arisen under this Agreement prior to its termination as Servicer in causing MERS to revise its records to reflect the transfer of servicing (including without limitation, any liability for a deductible amount pursuant to the last sentence of Section 3.04), nor shall any successor Servicer as necessary under MERS’ rules and regulations, servicer be liable for any acts or (ii) omissions of the predecessor Servicer shall cooperate with or for any breach by such Servicer or the successor Servicer in causing MERS to execute and deliver an assignment Seller or Depositor 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. The predecessor Servicer shall file or cause to be filed any such assignment in the appropriate recording office. The predecessor Servicer shall bear any and all fees of MERS, costs of preparing any assignments of Mortgage, and fees and costs of filing any assignments of Mortgage that may be required under this subsection. Any successor to a Servicer shall give notice to the Mortgagors of such change of servicer and shall, during the term of its service as servicer, maintain representations or warranties contained herein or in force any related document or agreement. Each of the policy or policies that such Servicer is required to maintain Rating Agencies shall be given written notice of the appointment of a successor servicer pursuant to this AgreementSection.

Trustee to Act; Appointment of Successor. On and after the time a the Master Servicer receives a notice of termination pursuant to Section 7.01 of this Agreement or the resignation of a Servicer pursuant to Section 6.04hereof, the Trustee shall, subject to and to the extent provided hereinin Section 3.04, be the successor to the related Servicer, but only Master Servicer in its capacity as servicer under this Agreement, and not in any other, Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the related Master Servicer by the terms and provisions hereof and applicable law including the obligation to make Advances advances pursuant to Section 4.01. As compensation therefor, the Trustee shall be entitled to all funds fees, costs and expenses relating to the Mortgage Loans that the related Master Servicer would have been entitled to charge if the Master Servicer had continued to the Collection Account, provided that the terminated Servicer shall nonetheless be entitled to payment or reimbursement as provided in Section 3.08 to the extent that such payment or reimbursement relates to the period prior to termination of the related Serviceract hereunder. Notwithstanding the foregoing, if the Trustee has become the 121 successor to a the Master Servicer in accordance with Section 7.017.01 hereof, the Trustee may, if it shall be unwilling to so act, or shall, if it is prohibited by applicable law from making Advances pursuant to Section 4.01 hereof, hereof or if it is otherwise unable to so act, appoint(i) appoint any established mortgage loan servicing institution reasonably acceptable to the NIM Insurer (as evidenced by the prior written consent of the NIM Insurer), or (ii) if it is unable for 60 days to appoint a successor servicer reasonably acceptable to the NIM Insurer, petition a court of competent jurisdiction to appoint, appoint any established mortgage loan servicing institution institution, the appointment of which does not adversely affect the then then-current rating of the Certificates (without regard to the Certificate Insurance Policy, in the case of the Class A Certificates) and the NIM Insurer guaranteed notes (without giving any effect to any policy or guaranty provided by the NIM Insurer) by each Rating Agency, Agency as the successor to a the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of a the Master Servicer hereunder. Any successor to a Master Servicer shall be an institution which that is a Xxxxxx Fannie Mae or Xxxxxxx and Freddie Mac approved sellerapprovxx xxxler/servicer for first and second loans in servixxx xx good standing, which that has a net worth of at least $10,000,000, which 15,000,000 and that is willing to service the related Mortgage Loans and which executes and delivers to the Depositor and the Trustee an agreement accepting such delegation and assignment, containing that contains an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of the related Master Servicer (other than liabilities and indemnities of the related Master Servicer under Section 6.03 hereof incurred prior to termination of the related Master Servicer under Section 7.01 hereunder7.01), with like effect as if originally named as a party to this Agreement; and provided further that each Rating Agency acknowledges that its rating of the Certificates in effect immediately prior to such assignment and delegation will not be qualified, withdrawn qualified or downgraded reduced as a result of such assignment and delegationdelegation (without regard to the Certificate Insurance Policy, in the case of the Class A Certificates). No appointment of a successor to the Master Servicer hereunder shall be effective until (i) the Trustee shall have consented thereto, (ii) written notice of such proposed appointment shall have been provided by the Trustee to each Certificateholder and the Certificate Insurer and (iii) at least 15 calendar days prior to the effective date of such appointment, (x) the Trustee shall provide written notice to the Depositor of such successor pursuant to this Section 7.02 and (y) such successor Master Servicer shall provide to the Depositor in writing 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 not resign as servicer until a successor servicer has been appointed and has accepted such appointment. Pending appointment of a successor to a the Master Servicer hereunder, the Trustee, unless the Trustee is prohibited by law from so acting, shall, subject to the limitations described hereinSection 3.04 hereof, act in such capacity as hereinabove herein above provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on the related Mortgage Loans as it and such successor shall agree; provided, however, provided that no such compensation shall be in excess of that permitted the Servicing FeeMaster Servicer hereunder. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Neither the Trustee nor any other successor servicer 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 related Master Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. In connection with the termination or resignation of any 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, in which case the predecessor Servicer shall cooperate with the successor Servicer in causing MERS to revise its records to reflect the transfer of servicing to the successor Servicer as necessary under MERS’ rules and regulations, or (ii) the predecessor Servicer shall cooperate with the successor Servicer 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. The predecessor Servicer shall file or cause to be filed any such assignment in the appropriate recording office. The predecessor Servicer shall bear any and all fees of MERS, costs of preparing any assignments of Mortgage, and fees and costs of filing any assignments of Mortgage that may be required under this subsection. Any successor to a 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 such Servicer is required to maintain pursuant to this Agreement.

Trustee to Act; Appointment of Successor. On and after the time a the Master Servicer receives a notice of termination pursuant to Section 7.01 of this Agreement or the resignation of a Servicer pursuant to Section 6.04hereof, the Trustee shall, subject to and to the extent provided hereinin Section 3.04, be the successor to the related Servicer, but only Master Servicer in its capacity as servicer under this Agreement, and not in any other, Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the related Master Servicer by the terms and provisions hereof and applicable law including the obligation to make Advances advances pursuant to Section 4.01. As compensation therefor, the Trustee shall be entitled to all funds fees, costs and expenses relating to the Mortgage Loans that the related Master Servicer would have been entitled to charge if the Master Servicer had continued to the Collection Account, provided that the terminated Servicer shall nonetheless be entitled to payment or reimbursement as provided in Section 3.08 to the extent that such payment or reimbursement relates to the period prior to termination of the related Serviceract hereunder. Notwithstanding the foregoing, if the Trustee has become the successor to a the Master Servicer in accordance with Section 7.017.01 hereof, the Trustee may, if it shall be unwilling to so act, or shall, if it is prohibited by applicable law from making Advances pursuant to Section 4.01 hereof, hereof or if it is otherwise unable to so act, appoint(i) appoint any established mortgage loan servicing institution reasonably acceptable to the NIM Insurer (as evidenced by the prior written consent of the NIM Insurer), or (ii) if it is unable for 60 days to appoint a successor servicer reasonably acceptable to the NIM Insurer, petition a court of competent jurisdiction to appoint, appoint any established mortgage loan servicing institution institution, the appointment of which does not adversely affect the then then-current rating of the Certificates (without regard to the Class 1-AF Policy, in the case of the Class 1-AF Certificates) and the NIM Insurer guaranteed notes (without giving any effect to any policy or guaranty provided by the NIM Insurer) by each Rating Agency, Agency as the successor to a the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of a the Master Servicer hereunder. Any successor to a Master Servicer shall be an institution which that is a Xxxxxx Mae or and Xxxxxxx Mac approved seller/servicer for first and second loans in good standing, which that has been approved by the Pool Insurer if required, that has a net worth of at least $10,000,000, which 15,000,000 and that is willing to service the related Mortgage Loans and which executes and delivers to the Depositor and the Trustee an agreement accepting such delegation and assignment, containing that contains an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of the related Master Servicer (other than liabilities and indemnities of the related Master Servicer under Section 6.03 hereof incurred prior to termination of the related Master Servicer under Section 7.01 hereunder7.01), with like effect as if originally named as a party to this Agreement; and provided further that each Rating Agency acknowledges that its rating of the Certificates in effect immediately prior to such assignment and delegation will not be qualified, withdrawn qualified or downgraded reduced as a result of such assignment and delegationdelegation (without regard to the Class 1-AF Policy, in the case of the Class 1-AF Certificates). No appointment of a successor to the Master Servicer hereunder shall be effective until (i) the Trustee shall have consented thereto, (ii) written notice of such proposed appointment shall have been provided by the Trustee to each Certificateholder and the Class 1-AF Insurer, and (iii) at least 15 calendar days prior to the effective date of such appointment, (x) the Trustee shall provide written notice to the Depositor of such successor pursuant to this Section 7.02 and (y) such successor Master Servicer shall provide to the Depositor in writing 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 not resign as servicer until a successor servicer has been appointed and has accepted such appointment. Pending appointment of a successor to a the Master Servicer hereunder, the Trustee, unless the Trustee is prohibited by law from so acting, shall, subject to the limitations described hereinSection 3.04 hereof, act in such capacity as hereinabove herein above provided. In connection with such 162 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, provided that no such compensation shall be in excess of that permitted the Servicing FeeMaster Servicer hereunder. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Neither the Trustee nor any other successor servicer 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 related 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 servicer shall give notice to the NIM Insurer and 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 Master Servicer is required to maintain pursuant to Section 6.05. In connection with the termination or resignation of any the Master Servicer hereunder, either (i) the successor servicerMaster 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, in which case or (ii) the predecessor Master Servicer shall cooperate with the successor Servicer in causing MERS to revise its records to reflect the transfer of servicing to the successor Servicer as necessary under MERS’ rules and regulations, or (ii) the predecessor Servicer shall cooperate with the successor Master Servicer 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® MERS(R) System to the successor Master Servicer. The predecessor Master Servicer shall file or cause to be filed any such assignment in the appropriate recording office. The predecessor successor Master Servicer shall bear any and all fees of MERS, costs of preparing any assignments of Mortgage, and fees and costs of filing any assignments of Mortgage that may cause such assignment to be required under this subsection. Any successor to a Servicer shall give notice delivered to the Mortgagors Trustee promptly upon receipt of the original with evidence of recording thereon or a copy certified by the public recording office in which such change of servicer and shall, during the term of its service as servicer, maintain in force the policy or policies that such Servicer is required to maintain pursuant to this Agreementassignment was recorded.