Common use of Designated Mortgage Loans; Designated Servicing Compensation Clause in Contracts

Designated Mortgage Loans; Designated Servicing Compensation. (a) For and on behalf of the Certificateholders, the Master Servicer shall oversee and enforce the obligation of each Designated Servicer to service and administer the related Designated Mortgage Loans in accordance with the terms of the related Designated Servicing Agreement. In connection with such master servicing and oversight, the Master Servicer shall have full power and authority to do any and all things which it may deem necessary or desirable; provided however, the Master Servicer shall act in a manner consistent with the terms and conditions of this Agreement and with Accepted Master Servicing Practices and in accordance with applicable law. Furthermore, the Master Servicer shall oversee and consult with each Designated Servicer as necessary from time-to-time to carry out the Master Servicer’s obligations hereunder, and shall receive, review and evaluate all reports, information and other data provided to the Master Servicer by each Designated Servicer. The Master Servicer shall terminate the rights and obligations of any Designated Servicer under the related Designated Servicing Agreement upon the failure of such Designated Servicer to perform any of its obligations under the related Designated Servicing Agreement, which failure permits or requires such termination as more particularly provided in such Designated Servicing Agreement. In the event a Designated Servicer is terminated pursuant to the preceding sentence, the Master Servicer shall notify the Depositor and the Trustee and shall either (a) appoint WFBNA as successor servicer of the related Mortgage Loans or (b) act as successor servicer of the related Mortgage Loans. In either case, the Designated Mortgage Loans related to such Designated Servicing Agreement shall be serviced by the successor to such Designated Servicer pursuant to the servicing provisions of this Agreement, and immediately upon the transfer of servicing responsibilities to such successor, such Designated Mortgage Loans shall be deemed “Non-Designated Mortgage Loans”; provided, however, it is understood and acknowledged by the parties hereto that there may be a period of transition (not to exceed 90 days) before the actual servicing functions can be fully transferred to such successor servicer. Such enforcement, including, without limitation, the legal prosecution of claims, termination of Designated Servicing Agreements and the pursuit of other appropriate remedies, shall be completed in accordance with Accepted Master Servicing Practices. The Master Servicer shall pay the costs of such enforcement at its own expense, provided that the Master Servicer shall not be required to prosecute or defend any legal action except to the extent that the Master Servicer shall have received reasonable indemnity from DLJMC (subject to the limitations set forth in Section 3.15 hereof) for its costs and expenses in pursuing such action. To the extent that the costs and expenses of the Master Servicer related to (a) the termination of any Designated Servicer, (b) the appointment of any successor Designated Servicer and/or (c) the transfer and assumption of servicing by the Master Servicer pursuant to this Agreement (including, without limitation, (i) all legal costs and expenses and all due diligence costs and expenses associated with an evaluation of the potential termination of the Designated Servicer as a result of an event of default by such Designated Servicer and (ii) all costs and expenses associated with the complete transfer of servicing, including all servicing files and all servicing data and the completion, correction or manipulation of such servicing data as may be required by the successor servicer to correct any errors or insufficiencies in the servicing data or otherwise to enable the successor servicer to service the Mortgage Loans in accordance with this Agreement) are not fully reimbursed by the terminated Designated Servicer, the Master Servicer shall be entitled to reimbursement of such costs from DLJMC (subject to the limitations set forth in Section 3.15 hereof). Each month, the Master Servicer shall cause WFBNA to, no later than the related Servicer Remittance Date deposit into the Certificate Account an amount equal to (i) the aggregate amount of Advances that WFBNA would have been required to make under this Agreement for each Mortgage Loan that was a Designated Mortgage Loan for some or all of that month had such Designated Mortgage Loan been a WFBNA Serviced Loan for the entire month, less (ii) the aggregate amount, if any, of Advances actually made by the Designated Servicers for such month under their respective Designated Servicing Agreements with respect to such Mortgage Loans; provided, however, that such obligation with respect to any Designated Mortgage Loan shall cease if the Master Servicer determines that Advances with respect to such Mortgage Loan would be Nonrecoverable Advances. In the event that the Master Servicer determines that any such Advance is a Nonrecoverable Advance, the Master Servicer will provide the Trustee with a certificate signed by a Servicing Officer evidencing such determination. Each month, if any Designated Servicer fails to remit all collections in respect of its Designated Mortgage Loans to the Master Servicer (less any servicing compensation permitted to be retained pursuant to the related Designated Servicing Agreement) on or before the related Servicer Remittance Date, the Master Servicer shall cause WFBNA to, not later than the related Servicer Remittance Date, remit the amount of any such deficiency to the Trustee for deposit into the Certificate Account in accordance with Section 3.06(d). With respect to any Distribution Date, no later than the related Servicer Remittance Date, the Master Servicer shall remit to the Trustee for deposit in the Certificate Account in accordance with Section 3.06(d) the amount of the Compensating Interest Payment for the Master Servicer, with respect to the Designated Mortgage Loans. The aggregate of such deposits in respect of Compensating Interest Payments shall be made from the Master Servicer’s own funds, without reimbursement therefor. (b) The parties hereto and WFBNA agree and acknowledge that the primary servicing of each Designated Mortgage Loan is intended to be transferred to WFBNA on the WFBNA Servicing Transfer Date. WFBNA hereby agrees that it will accept the transfer of servicing of each Designated Mortgage Loan on the applicable WFBNA Servicing Transfer Date and that it will service each Designated Mortgage Loan pursuant to the provisions of this Agreement following the applicable WFBNA Servicing Transfer Date. Following the WFBNA Servicing Transfer Date for any Designated Mortgage Loan, (i) such Designated Mortgage Loan shall be deemed a “Non-Designated Mortgage Loan” under this Agreement and (ii) each of Schedule IV and the Mortgage Loan Schedule will be deemed to have been updated to reflect such servicing transfer. Notwithstanding the foregoing, it is expressly understood and agreed to by the parties hereto that WFBNA shall have no obligations or duties with respect to any Designated Mortgage Loan until (i) the WFBNA Servicing Transfer Date of such Designated Mortgage Loan or (ii) the Master Servicer appoints WFBNA as a successor servicer to a Designated Servicer pursuant to Section 3.23(a) hereof, and, in the case of clause (ii), WFBNA accepts such appointment. In addition, it is expressly understood and agreed to by the parties hereto that on and after each applicable WFBNA Servicing Transfer Date, upon assumption of primary servicing pursuant to this Agreement by WFBNA of each Designated Mortgage Loan transferred on such date, all duties and obligations of the Master Servicer with respect to this Agreement and such Mortgage Loan shall cease and the Master Servicer shall no longer have any responsibility with respect to such Designated Mortgage Loan. (c) For the avoidance of doubt, for the period that any Designated Mortgage Loan is a Designated Mortgage Loan, the related Designated Servicer shall be entitled to any servicing compensation described in the related Designated Servicing Agreement. The Master Servicer may permit any such Designated Servicer to retain any such compensation from the collections in respect of the related Designated Mortgage Loan. DLJMC hereby represents and warrants that, with respect to any Designated Servicer and its Designated Mortgage Loan (i) the servicing fee payable to such Designated Servicer is calculated in a manner consistent with the Servicing Fee Rate and (ii) the servicing fee rate used to calculate the servicing fee payable to such Designated Servicer for its Designated Mortgage Loans does not exceed 0.50% per annum. In any month when (A) (1) a Designated Mortgage Loan becomes a WFBNA Mortgage Loan or is serviced by a successor servicer in accordance with this Section 3.23 and (2) the sum of (x) the Servicing Fee payable to WFBNA or such successor servicer in respect of such Mortgage Loan and (y) the servicing fee payable to the related Designated Servicer in respect of such Mortgage Loan or (B) the servicing fee payable to a Designated Servicer in respect of any Designated Mortgage Loan (other than those Designated Mortgage Loans referred to in the immediately preceding clause (A)) exceeds the amount that would have been payable had the servicing fee for such Mortgage Loan been calculated using the Servicing Fee Rate, DLJMC shall remit to the Trustee for deposit into the Certificate Account, on or before the Servicer Remittance Date, an amount equal to such excess. For purposes of the immediately preceding sentence, the Servicing Fee Rate shall equal 0.50% per annum.

Designated Mortgage Loans; Designated Servicing Compensation. (a) For and on behalf of the Certificateholders, the Master Servicer shall oversee and enforce the obligation of each Designated Servicer to service and administer the related Designated Mortgage Loans in accordance with the terms of the related Designated Servicing Agreement. In connection with such master servicing and oversight, the Master Servicer shall have full power and authority to do any and all things which it may deem necessary or desirable; provided however, the Master Servicer shall act in a manner consistent with the terms and conditions of this Agreement and with Accepted Master Servicing Practices and in accordance with applicable law. Furthermore, the Master Servicer shall oversee and consult with each Designated Servicer as necessary from time-to-time to carry out the Master Servicer’s obligations hereunder, and shall receive, review and evaluate all reports, information and other data provided to the Master Servicer by each Designated Servicer. The Master Servicer shall terminate the rights and obligations of any Designated Servicer under the related Designated Servicing Agreement upon the failure of such Designated Servicer to perform any of its obligations under the related Designated Servicing Agreement, which failure permits or requires such termination as more particularly provided in such Designated Servicing Agreement. In the event a Designated Servicer is terminated pursuant to the preceding sentence, the Master Servicer shall notify the Depositor and the Trustee and shall either (a) appoint WFBNA as successor servicer of the related Mortgage Loans or (b) act as successor servicer of the related Mortgage Loans. In either case, the Designated Mortgage Loans related to such Designated Servicing Agreement shall be serviced by the successor to such Designated Servicer pursuant to the servicing provisions of this Agreement, and immediately upon the transfer of servicing responsibilities to such successor, such Designated Mortgage Loans shall be deemed “Non-Designated Mortgage Loans”; provided, however, it is understood and acknowledged by the parties hereto that there may be a period of transition (not to exceed 90 days) before the actual servicing functions can be fully transferred to such successor servicer. Such enforcement, including, without limitation, the legal prosecution of claims, termination of Designated Servicing Agreements and the pursuit of other appropriate remedies, shall be completed in accordance with Accepted Master Servicing Practices. The Master Servicer shall pay the costs of such enforcement at its own expense, provided that the Master Servicer shall not be required to prosecute or defend any legal action except to the extent that the Master Servicer shall have received reasonable indemnity from DLJMC (subject to the limitations set forth in Section 3.15 hereof) for its costs and expenses in pursuing such action. To the extent that the costs and expenses of the Master Servicer related to (a) the termination of any Designated Servicer, (b) the appointment of any successor Designated Servicer and/or (c) the transfer and assumption of servicing by the Master Servicer pursuant to this Agreement (including, without limitation, (i) all legal costs and expenses and all due diligence costs and expenses associated with an evaluation of the potential termination of the Designated Servicer as a result of an event of default by such Designated Servicer and (ii) all costs and expenses associated with the complete transfer of servicing, including all servicing files and all servicing data and the completion, correction or manipulation of such servicing data as may be required by the successor servicer to correct any errors or insufficiencies in the servicing data or otherwise to enable the successor servicer to service the Mortgage Loans in accordance with this Agreement) are not fully reimbursed by the terminated Designated Servicer, the Master Servicer shall be entitled to reimbursement of such costs from DLJMC (subject to the limitations set forth in Section 3.15 hereof). Each month, the Master Servicer shall cause WFBNA to, no later than the related Servicer Remittance Date deposit into the Certificate Account an amount equal to (i) the aggregate amount of Advances that WFBNA would have been required to make under this Agreement for each Mortgage Loan that was a Designated Mortgage Loan for some or all of that month had such Designated Mortgage Loan been a WFBNA Serviced Loan for the entire month, less (ii) the aggregate amount, if any, of Advances actually made by the Designated Servicers for such month under their respective Designated Servicing Agreements with respect to such Mortgage Loans; provided, however, that such obligation with respect to any Designated Mortgage Loan shall cease if the Master Servicer determines that Advances with respect to such Mortgage Loan would be Nonrecoverable Advances. In the event that the Master Servicer determines that any such Advance is a Nonrecoverable Advance, the Master Servicer will provide the Trustee with a certificate signed by a Servicing Officer evidencing such determination. Each month, if any Designated Servicer fails to remit all collections in respect of its Designated Mortgage Loans to the Master Servicer (less any servicing compensation permitted to be retained pursuant to the related Designated Servicing Agreement) on or before the related Servicer Remittance Date, the Master Servicer shall cause WFBNA to, not later than the related Servicer Remittance Date, remit the amount of any such deficiency to the Trustee for deposit into the Certificate Account in accordance with Section 3.06(d). With respect to any Distribution Date, no later than the related Servicer Remittance Date, the Master Servicer shall remit to the Trustee for deposit in the Certificate Account in accordance with Section 3.06(d) the amount of the Compensating Interest Payment for the Master Servicer, with respect to the Designated Mortgage Loans. The aggregate of such deposits in respect of Compensating Interest Payments shall be made from the Master Servicer’s own funds, without reimbursement therefor. (b) The parties hereto and WFBNA agree and acknowledge that the primary servicing of each Designated Mortgage Loan is intended to be transferred to WFBNA on the WFBNA Servicing Transfer Date. WFBNA hereby agrees that it will accept the transfer of servicing of each Designated Mortgage Loan on the applicable WFBNA Servicing Transfer Date and that it will service each Designated Mortgage Loan pursuant to the provisions of this Agreement following the applicable WFBNA Servicing Transfer Date. Following the WFBNA Servicing Transfer Date for any Designated Mortgage Loan, (i) such Designated Mortgage Loan shall be deemed a “Non-Designated Mortgage Loan” under this Agreement and (ii) each of Schedule IV VII and the Mortgage Loan Schedule will be deemed to have been updated to reflect such servicing transfer. Notwithstanding the foregoing, it is expressly understood and agreed to by the parties hereto that WFBNA shall have no obligations or duties with respect to any Designated Mortgage Loan until (i) the WFBNA Servicing Transfer Date of such Designated Mortgage Loan or (ii) the Master Servicer appoints WFBNA as a successor servicer to a Designated Servicer pursuant to Section 3.23(a) hereof, and, in the case of clause (ii), WFBNA accepts such appointment. In addition, it is expressly understood and agreed to by the parties hereto that on and after each applicable WFBNA Servicing Transfer Date, upon assumption of primary servicing pursuant to this Agreement by WFBNA of each Designated Mortgage Loan transferred on such date, all duties and obligations of the Master Servicer with respect to this Agreement and such Mortgage Loan shall cease and the Master Servicer shall no longer have any responsibility with respect to such Designated Mortgage Loan. (c) For the avoidance of doubt, for the period that any Designated Mortgage Loan is a Designated Mortgage Loan, the related Designated Servicer shall be entitled to any servicing compensation described in the related Designated Servicing Agreement. The Master Servicer may permit any such Designated Servicer to retain any such compensation from the collections in respect of the related Designated Mortgage Loan. DLJMC hereby represents and warrants that, with respect to any Designated Servicer and its Designated Mortgage Loan (i) the servicing fee payable to such Designated Servicer is calculated in a manner consistent with the Servicing Fee Rate and (ii) the servicing fee rate used to calculate the servicing fee payable to such Designated Servicer for its Designated Mortgage Loans does not exceed 0.50% per annum. In any month when (A) (1) a Designated Mortgage Loan becomes a WFBNA Mortgage Loan or is serviced by a successor servicer in accordance with this Section 3.23 and (2) the sum of (x) the Servicing Fee payable to WFBNA or such successor servicer in respect of such Mortgage Loan and (y) the servicing fee payable to the related Designated Servicer in respect of such Mortgage Loan or (B) the servicing fee payable to a Designated Servicer in respect of any Designated Mortgage Loan (other than those Designated Mortgage Loans referred to in the immediately preceding clause (A)) exceeds the amount that would have been payable had the servicing fee for such Mortgage Loan been calculated using the Servicing Fee Rate, DLJMC shall remit to the Trustee for deposit into the Certificate Account, on or before the Servicer Remittance Date, an amount equal to such excess. For purposes of the immediately preceding sentence, the Servicing Fee Rate shall equal 0.50% per annum.

Designated Mortgage Loans; Designated Servicing Compensation. (a) For and on behalf of the Certificateholders, the Master Servicer shall oversee and enforce the obligation of each Designated Servicer to service and administer the related Designated Mortgage Loans in accordance with the terms of the related Designated Servicing Agreement. In connection with such master servicing and oversight, the Master Servicer shall have full power and authority to do any and all things which it may deem necessary or desirable; provided however, the Master Servicer shall act in a manner consistent with the terms and conditions of this Agreement and with Accepted Master Servicing Practices Practices, and in accordance with applicable law. Furthermore, the Master Servicer shall oversee and consult with each Designated Servicer as necessary from time-to-time to carry out the Master Servicer’s obligations hereunder, and shall receive, review and evaluate all reports, information and other data provided to the Master Servicer by each Designated Servicer. The Master Servicer shall terminate the rights and obligations of any Designated Servicer under the related Designated Servicing Agreement upon the failure of such Designated Servicer to perform any of its obligations under the related Designated Servicing Agreement, which failure permits or requires such termination as more particularly specifically provided in such Designated Servicing Agreement. In the event a Designated Servicer is terminated pursuant to the preceding sentence, the Master Servicer shall notify the Depositor and the Trustee and shall either (a) appoint WFBNA as successor servicer of the related Mortgage Loans or (b) act as successor servicer of the related Mortgage Loans. In either case, the Designated Mortgage Loans related to such Designated Servicing Agreement shall be serviced by the successor to such Designated Servicer pursuant to the servicing provisions of this Agreement, and immediately upon the transfer of servicing responsibilities to such successor, such Designated Mortgage Loans shall be deemed “Non-Designated Mortgage Loans”; provided, however, it is understood and acknowledged by the parties hereto that there may be a period of transition (not to exceed 90 days) before the actual servicing functions can be fully transferred to such successor servicer. Such enforcement, including, without limitation, the legal prosecution of claims, termination of Designated Servicing Agreements and the pursuit of other appropriate remedies, shall be completed in accordance with Accepted Master Servicing Practices. The Master Servicer shall pay the costs of such enforcement at its own expense, provided that the Master Servicer shall not be required to prosecute or defend any legal action except to the extent that the Master Servicer shall have received reasonable indemnity from DLJMC (for its costs and expenses in pursuing such action, subject to the limitations set forth in Section 3.15 hereof) for its costs and expenses in pursuing such action. To the extent that the costs and expenses of the Master Servicer related to (a) the termination of any Designated Servicer, (b) the appointment of any successor Designated Servicer and/or (c) the transfer and assumption of servicing by the Master Servicer pursuant to this Agreement (including, without limitation, (i) all legal costs and expenses and all due diligence costs and expenses associated with an evaluation of the potential termination of the Designated Servicer as a result of an event of default by such Designated Servicer and (ii) all costs and expenses associated with the complete transfer of servicing, including all servicing files and all servicing data and the completion, correction or manipulation of such servicing data as may be required by the successor servicer to correct any errors or insufficiencies in the servicing data or otherwise to enable the successor servicer to service the Mortgage Loans in accordance with this Agreement) are not fully reimbursed by the terminated Designated Servicer, the Master Servicer shall be entitled to reimbursement of such costs from DLJMC (DLJMC, subject to the limitations set forth in Section 3.15 hereof). Each month, the Master Servicer shall, or shall cause WFBNA to, no later than the related Servicer Remittance Date deposit into the Certificate Account an amount equal to (i) the aggregate amount of Advances that WFBNA would have been required to make under this Agreement for each Mortgage Loan that was a Designated Mortgage Loan for some or all of that month had such Designated Mortgage Loan been a WFBNA Serviced Loan for the entire month, less (ii) the aggregate amount, if any, of Advances actually made by the Designated Servicers for such month under their respective Designated Servicing Agreements with respect to such Mortgage Loans; provided, however, that such obligation with respect to any Designated Mortgage Loan shall cease if the Master Servicer determines that Advances with respect to such Mortgage Loan would be Nonrecoverable Advances. In the event that the Master Servicer determines that any such Advance is a Nonrecoverable Advance, the Master Servicer will provide the Trustee with a certificate signed by a Servicing Officer evidencing such determination. Each month, if any Designated Servicer fails to remit all collections in respect of its Designated Mortgage Loans to the Master Servicer (less any servicing compensation permitted to be retained pursuant to the related Designated Servicing Agreement) on or before the related Servicer Remittance Date, the Master Servicer shall cause WFBNA to, not later than the related Servicer Remittance Date, remit the amount of any such deficiency to the Trustee for deposit into the Certificate Account in accordance with Section 3.06(d). With respect to any Distribution Date, no later than the related Servicer Remittance Date, the Master Servicer shall remit to the Trustee for deposit in the Certificate Account in accordance with Section 3.06(d) the amount of the Compensating Interest Payment for the Master Servicer, Servicer with respect to the Designated Mortgage Loans. The With respect to the Designated Mortgage Loans, the aggregate of such deposits in respect of Compensating Interest Payments shall be made from the Master Servicer’s own funds, without reimbursement thereforfrom the Trust. (b) The parties hereto and WFBNA agree and acknowledge that the primary servicing of each Designated Mortgage Loan is intended to be transferred to WFBNA on the WFBNA Servicing Transfer Date. WFBNA hereby agrees that it will accept the transfer of servicing of each Designated Mortgage Loan on the applicable WFBNA Servicing Transfer Date and that it will service each Designated Mortgage Loan pursuant to the provisions of this Agreement following the applicable WFBNA Servicing Transfer Date. Following the WFBNA Servicing Transfer Date for any Designated Mortgage Loan, (i) such Designated Mortgage Loan shall be deemed a “Non-Designated Mortgage Loan” under this Agreement and (ii) each of Schedule IV and the Mortgage Loan Schedule will be deemed to have been updated to reflect such servicing transfer. Notwithstanding the foregoing, it is expressly understood and agreed to by the parties hereto that WFBNA WFBNA, as Servicer, shall have no obligations or duties with respect to any Designated Mortgage Loan until (i) the WFBNA Servicing Transfer Date of such Designated Mortgage Loan or (ii) the Master Servicer appoints WFBNA as a successor servicer to a Designated Servicer pursuant to Section 3.23(a) hereof, and, in the case of clause (ii), WFBNA accepts such appointment. In addition, it is expressly understood and agreed to by the parties hereto that on and after each applicable WFBNA Servicing Transfer Date, upon assumption of primary servicing pursuant to this Agreement by WFBNA of each Designated Mortgage Loan transferred on such date, all duties and obligations of the Master Servicer with respect to this Agreement and such Mortgage Loan shall cease and the Master Servicer shall no longer have any responsibility with respect to such Designated Mortgage Loan. (c) For the avoidance of doubt, for the period that any Designated Mortgage Loan is a Designated Mortgage Loan, the related Designated Servicer shall be entitled to any servicing compensation described in the related Designated Servicing Agreement. The Master Servicer may permit any such Designated Servicer to retain any such compensation from the collections in respect of the related Designated Mortgage Loan. DLJMC hereby represents and warrants that, with respect to any Designated Servicer and its Designated Mortgage Loan (i) the servicing fee payable to such Designated Servicer is calculated in a manner consistent with the Servicing Fee Rate and (ii) the servicing fee rate used to calculate the servicing fee payable to such Designated Servicer for its Designated Mortgage Loans does not exceed 0.50% per annum. In any month when (A) (1) a Designated Mortgage Loan becomes a WFBNA Mortgage Loan or is serviced by a successor servicer in accordance with this Section 3.23 and (2) the sum of (x) the Servicing Fee payable to WFBNA or such successor servicer in respect of such Mortgage Loan and (y) the servicing fee payable to the related Designated Servicer in respect of such Mortgage Loan or (B) the servicing fee payable to a Designated Servicer in respect of any Designated Mortgage Loan (other than those Designated Mortgage Loans referred to in the immediately preceding clause (A)) exceeds the amount that would have been payable had the servicing fee for such Mortgage Loan been calculated using the Servicing Fee Rate, DLJMC shall remit to the Trustee for deposit into the Certificate Account, on or before the Servicer Remittance Date, an amount equal to such excess. For purposes of the immediately preceding sentence, the Servicing Fee Rate shall equal 0.50% per annum.

Designated Mortgage Loans; Designated Servicing Compensation. (a) For and on behalf of the Certificateholders, the Master Servicer shall oversee and enforce the obligation of each Designated Servicer to service and administer the related Designated Mortgage Loans in accordance with the terms of the related Designated Servicing Agreement. In connection with such master servicing and oversight, the Master Servicer shall have full power and authority to do any and all things which it may deem necessary or desirable; provided however, the Master Servicer shall act in a manner consistent with the terms and conditions of this Agreement and with Accepted Master Servicing Practices and in accordance with applicable law. Furthermore, the Master Servicer shall oversee and consult with each Designated Servicer as necessary from time-to-time to carry out the Master Servicer’s obligations hereunder, and shall receive, review and evaluate all reports, information and other data provided to the Master Servicer by each Designated Servicer. The Master Servicer shall terminate the rights and obligations of any Designated Servicer under the related Designated Servicing Agreement upon the failure of such Designated Servicer to perform any of its obligations under the related Designated Servicing Agreement, which failure permits or requires such termination as more particularly provided in such Designated Servicing Agreement. In the event a Designated Servicer is terminated pursuant to the preceding sentence, the Master Servicer shall notify the Depositor and the Trustee and shall either (a) appoint WFBNA as successor servicer of the related Mortgage Loans or (b) act as successor servicer of the related Mortgage Loans. In either case, the Designated Mortgage Loans related to such Designated Servicing Agreement shall be serviced by the successor to such Designated Servicer pursuant to the servicing provisions of this Agreement, and immediately upon the transfer of servicing responsibilities to such successor, such Designated Mortgage Loans shall be deemed “Non-Designated Mortgage Loans”; provided, however, it is understood and acknowledged by the parties hereto that there may be a period of transition (not to exceed 90 days) before the actual servicing functions can be fully transferred to such successor servicer. Such enforcement, including, without limitation, the legal prosecution of claims, termination of Designated Servicing Agreements and the pursuit of other appropriate remedies, shall be completed in accordance with Accepted Master Servicing Practices. The Master Servicer shall pay the costs of such enforcement at its own expense, provided that the Master Servicer shall not be required to prosecute or defend any legal action except to the extent that the Master Servicer shall have received reasonable indemnity from DLJMC (subject to the limitations set forth in Section 3.15 hereof) for its costs and expenses in pursuing such action. To the extent that the costs and expenses of the Master Servicer related to (a) the termination of any Designated Servicer, (b) the appointment of any successor Designated Servicer and/or (c) the transfer and assumption of servicing by the Master Servicer pursuant to this Agreement (including, without limitation, (i) all legal costs and expenses and all due diligence costs and expenses associated with an evaluation of the potential termination of the Designated Servicer as a result of an event of default by such Designated Servicer and (ii) all costs and expenses associated with the complete transfer of servicing, including all servicing files and all servicing data and the completion, correction or manipulation of such servicing data as may be required by the successor servicer to correct any errors or insufficiencies in the servicing data or otherwise to enable the successor servicer to service the Mortgage Loans in accordance with this Agreement) are not fully reimbursed by the terminated Designated Servicer, the Master Servicer shall be entitled to reimbursement of such costs from DLJMC (subject to the limitations set forth in Section 3.15 hereof). Each month, the Master Servicer shall, or shall cause WFBNA to, no later than the related Servicer Remittance Date deposit into the Certificate Account an amount equal to (i) the aggregate amount of Advances that WFBNA would have been required to make under this Agreement for each Mortgage Loan that was a Designated Mortgage Loan (other than an Accredited Serviced Mortgage Loan or a Fremont Serviced Mortgage Loan) for some or all of that month had such Designated Mortgage Loan been a WFBNA Serviced Loan for the entire month, less (ii) the aggregate amount, if any, of Advances actually made by the Designated Servicers (other than Accredited and Fremont) for such month under their respective Designated Servicing Agreements with respect to such Mortgage Loans; provided, however, that such obligation with respect to any Designated Mortgage Loan shall cease if the Master Servicer determines that Advances with respect to such Mortgage Loan would be Nonrecoverable Advances. In the event that the Master Servicer determines that any such Advance is a Nonrecoverable Advance, the Master Servicer will provide the Trustee with a certificate signed by a Servicing Officer evidencing such determination. Each month, WFBNA, as Servicer, shall no later than the related Servicer Remittance Date deposit into the Certificate Account an amount equal to (i) the aggregate amount of Advances that WFBNA would have been required to make under this Agreement for each Mortgage Loan that was an Accredited Serviced Mortgage Loan or a Fremont Serviced Mortgage Loan as if such Mortgage Loan were a WFBNA Serviced Loan for the entire month, less (ii) the aggregate amount, if any, of Advances actually made by Accredited or Fremont, as applicable, for such month under the related Designated Servicing Agreement with respect to such Mortgage Loans; provided, however, that such obligation with respect to any Accredited Serviced Mortgage Loan or Fremont Serviced Mortgage Loan shall cease if WFBNA determines that Advances with respect to such Mortgage Loan would be Nonrecoverable Advances. In the event that WFBNA determines that any such Advance is a Nonrecoverable Advance, WFBNA will provide the Trustee with a certificate signed by a Servicing Officer evidencing such determination. WFBNA shall be entitled to reimbursement of such Advances made pursuant to this paragraph from DLJMC. Each month, if any Designated Servicer fails to remit all collections in respect of its Designated Mortgage Loans to the Master Servicer (less any servicing compensation permitted to be retained pursuant to the related Designated Servicing Agreement) on or before the related Servicer Remittance Date, the Master Servicer shall, or shall cause WFBNA to, not later than the related Servicer Remittance Date, remit the amount of any such deficiency to the Trustee for deposit into the Certificate Account in accordance with Section 3.06(d). With respect to any Distribution Date, no later than the related Servicer Remittance Date, the Master Servicer shall remit to the Trustee for deposit in the Certificate Account in accordance with Section 3.06(d) the amount of the Compensating Interest Payment for the Master Servicer, with respect to the Designated Mortgage Loans (other than the Accredited Serviced Mortgage Loans and the Fremont Serviced Mortgage Loans). The aggregate of such deposits in respect of Compensating Interest Payments shall be made from the Master Servicer’s own funds, without reimbursement therefor. With respect to any Distribution Date, no later than the related Servicer Remittance Date, the Master Servicer shall cause DLJMC to remit to the Trustee for deposit in the Certificate Account in accordance with Section 3.06(d) the amount of the Compensating Interest Payment for the Master Servicer with respect to the Accredited Servicing Mortgage Loans and the Fremont Serviced Mortgage Loans. (b) The parties hereto and WFBNA agree and acknowledge that the primary servicing of each Designated Mortgage Loan is intended to be transferred to WFBNA on the WFBNA Servicing Transfer Date. WFBNA hereby agrees that it will accept the transfer of servicing of each Designated Mortgage Loan on the applicable WFBNA Servicing Transfer Date and that it will service each Designated Mortgage Loan pursuant to the provisions of this Agreement following the applicable WFBNA Servicing Transfer Date. Following the WFBNA Servicing Transfer Date for any Designated Mortgage Loan, (i) such Designated Mortgage Loan shall be deemed a “Non-Designated Mortgage Loan” under this Agreement and (ii) each of Schedule IV and the Mortgage Loan Schedule will be deemed to have been updated to reflect such servicing transfer. Notwithstanding the foregoing, it is expressly understood and agreed to by the parties hereto that WFBNA shall have no obligations or duties with respect to any Designated Mortgage Loan until (i) the WFBNA Servicing Transfer Date of such Designated Mortgage Loan or (ii) the Master Servicer appoints WFBNA as a successor servicer to a Designated Servicer pursuant to Section 3.23(a) hereof, and, in the case of clause (ii), WFBNA accepts such appointment. In addition, it is expressly understood and agreed to by the parties hereto that on and after each applicable WFBNA Servicing Transfer Date, upon assumption of primary servicing pursuant to this Agreement by WFBNA of each Designated Mortgage Loan transferred on such date, all duties and obligations of the Master Servicer with respect to this Agreement and such Mortgage Loan shall cease and the Master Servicer shall no longer have any responsibility with respect to such Designated Mortgage Loan. (c) For the avoidance of doubt, for the period that any Designated Mortgage Loan is a Designated Mortgage Loan, the related Designated Servicer shall be entitled to any servicing compensation described in the related Designated Servicing Agreement. The Master Servicer may permit any such Designated Servicer to retain any such compensation from the collections in respect of the related Designated Mortgage Loan. DLJMC hereby represents and warrants that, with respect to any Designated Servicer and its Designated Mortgage Loan (i) the servicing fee payable to such Designated Servicer is calculated in a manner consistent with the Servicing Fee Rate and (ii) the servicing fee rate used to calculate the servicing fee payable to such Designated Servicer for its Designated Mortgage Loans does not exceed 0.50% per annum. In any month when (A) (1) a Designated Mortgage Loan becomes a WFBNA Mortgage Loan or is serviced by a successor servicer in accordance with this Section 3.23 and (2) the sum of (x) the Servicing Fee payable to WFBNA or such successor servicer in respect of such Mortgage Loan and (y) the servicing fee payable to the related Designated Servicer in respect of such Mortgage Loan or (B) the servicing fee payable to a Designated Servicer in respect of any Designated Mortgage Loan (other than those Designated Mortgage Loans referred to in the immediately preceding clause (A)) exceeds the amount that would have been payable had the servicing fee for such Mortgage Loan been calculated using the Servicing Fee Rate, DLJMC shall remit to the Trustee for deposit into the Certificate Account, on or before the Servicer Remittance Date, an amount equal to such excess. For purposes of the immediately preceding sentence, the Servicing Fee Rate shall equal 0.50% per annum.

Designated Mortgage Loans; Designated Servicing Compensation. (a) For and on behalf of the Certificateholders, the Master Servicer shall oversee and enforce the obligation of each Designated Servicer to service and administer the related Designated Mortgage Loans in accordance with the terms of the related Designated Servicing Agreement. In connection with such master servicing and oversight, the Master Servicer shall have full power and authority to do any and all things which it may deem necessary or desirable; provided however, the Master Servicer shall act in a manner consistent with the terms and conditions of this Agreement and with Accepted Master Servicing Practices and in accordance with applicable law. Furthermore, the Master Servicer shall oversee and consult with each Designated Servicer as necessary from time-to-time to carry out the Master Servicer’s obligations hereunder, and shall receive, review and evaluate all reports, information and other data provided to the Master Servicer by each Designated Servicer. The Master Servicer shall terminate the rights and obligations of any Designated Servicer under the related Designated Servicing Agreement upon the failure of such Designated Servicer to perform any of its obligations under the related Designated Servicing Agreement, which failure permits or requires such termination as more particularly provided in such Designated Servicing Agreement. In the event a Designated Servicer is terminated pursuant to the preceding sentence, the Master Servicer shall notify the Depositor and the Trustee and shall either (a) appoint WFBNA WFHMI as successor servicer of the related Mortgage Loans or (b) act as successor servicer of the related Mortgage Loans. In either case, the Designated Mortgage Loans related to such Designated Servicing Agreement shall be serviced by the successor to such Designated Servicer pursuant to the servicing provisions of this Agreement, and immediately upon the transfer of servicing responsibilities to such successor, such Designated Mortgage Loans shall be deemed “Non-Designated Mortgage Loans”; provided, however, it is understood and acknowledged by the parties hereto that there may be a period of transition (not to exceed 90 days) before the actual servicing functions can be fully transferred to such successor servicer. Such enforcement, including, without limitation, the legal prosecution of claims, termination of Designated Servicing Agreements and the pursuit of other appropriate remedies, shall be completed in accordance with Accepted Master Servicing Practices. The Master Servicer shall pay the costs of such enforcement at its own expense, provided that the Master Servicer shall not be required to prosecute or defend any legal action except to the extent that the Master Servicer shall have received reasonable indemnity from DLJMC (subject to the limitations set forth in Section 3.15 hereof) for its costs and expenses in pursuing such action. To the extent that the costs and expenses of the Master Servicer related to (a) the termination of any Designated Servicer, (b) the appointment of any successor Designated Servicer and/or (c) the transfer and assumption of servicing by the Master Servicer pursuant to this Agreement (including, without limitation, (i) all legal costs and expenses and all due diligence costs and expenses associated with an evaluation of the potential termination of the Designated Servicer as a result of an event of default by such Designated Servicer and (ii) all costs and expenses associated with the complete transfer of servicing, including all servicing files and all servicing data and the completion, correction or manipulation of such servicing data as may be required by the successor servicer to correct any errors or insufficiencies in the servicing data or otherwise to enable the successor servicer to service the Mortgage Loans in accordance with this Agreement) are not fully reimbursed by the terminated Designated Servicer, the Master Servicer shall be entitled to reimbursement of such costs from DLJMC (subject to the limitations set forth in Section 3.15 hereof). Each month, the Master Servicer shall, or shall cause WFBNA WFHMI to, no later than the related Servicer Remittance Date deposit into the Certificate Account an amount equal to (i) the aggregate amount of Advances that WFBNA WFHMI would have been required to make under this Agreement for each Mortgage Loan that was a Designated Mortgage Loan for some or all of that month had such Designated Mortgage Loan been a WFBNA WFHMI Serviced Loan for the entire month, less (ii) the aggregate amount, if any, of Advances actually made by the Designated Servicers for such month under their respective Designated Servicing Agreements with respect to such Mortgage Loans; provided, however, that such obligation with respect to any Designated Mortgage Loan shall cease if the Master Servicer determines determines, that Advances with respect to such Mortgage Loan would be Nonrecoverable Advances. In the event that the Master Servicer determines that any such Advance is a Nonrecoverable Advance, the Master Servicer will provide the Trustee with a certificate signed by a Servicing Officer evidencing such determination. Each month, if any Designated Servicer fails to remit all collections in respect of its Designated Mortgage Loans to the Master Servicer (less any servicing compensation permitted to be retained pursuant to the related Designated Servicing Agreement) on or before the related Servicer Remittance Date, the Master Servicer shall, or shall cause WFBNA WFHMI to, not later than the related Servicer Remittance Date, remit the amount of any such deficiency to the Trustee for deposit into the Certificate Account in accordance with Section 3.06(d). With respect to any Distribution Date, no later than the related Servicer Remittance Date, the Master Servicer shall remit to the Trustee for deposit in the Certificate Account in accordance with Section 3.06(d) the amount of the Compensating Interest Payment for the Master Servicer, with respect to the Designated Mortgage Loans. The aggregate of such deposits in respect of Compensating Interest Payments shall be made from the Master Servicer’s own funds, without reimbursement therefor. (b) The parties hereto and WFBNA WFHMI agree and acknowledge that the primary servicing of each Designated Mortgage Loan is intended to be transferred to WFBNA WFHMI on the WFBNA WFHMI Servicing Transfer Date. WFBNA WFHMI hereby agrees that it will accept the transfer of servicing of each Designated Mortgage Loan on the applicable WFBNA WFHMI Servicing Transfer Date and that it will service each Designated Mortgage Loan pursuant to the provisions of this Agreement following the applicable WFBNA WFHMI Servicing Transfer Date. Following the WFBNA WFHMI Servicing Transfer Date for any Designated Mortgage Loan, such Designated Mortgage Loan shall be deemed a “Non-Designated Mortgage Loan” under this Agreement. Following the WFHMI Servicing Transfer Date for any Designated Mortgage Loan, (i) such Designated Mortgage Loan shall be deemed a “Non-Designated Mortgage Loan” under this Agreement and (ii) each of Schedule IV and the Mortgage Loan Schedule will be deemed to have been updated to reflect such servicing transfer. Notwithstanding the foregoing, it is expressly understood and agreed to by the parties hereto that WFBNA WFHMI shall have no obligations or duties with respect to any Designated Mortgage Loan until (i) the WFBNA WFHMI Servicing Transfer Date of such Designated Mortgage Loan or (ii) the Master Servicer appoints WFBNA WFHMI as a successor servicer to a Designated Servicer pursuant to Section 3.23(a) hereof, and, in the case of clause (ii), WFBNA WFHMI accepts such appointment. In addition, it is expressly understood and agreed to by the parties hereto that on and after each applicable WFBNA WFHMI Servicing Transfer Date, upon assumption of primary servicing pursuant to this Agreement by WFBNA WFHMI of each Designated Mortgage Loan transferred on such date, all duties and obligations of the Master Servicer with respect to this Agreement and such Mortgage Loan shall cease and the Master Servicer shall no longer have any responsibility with respect to such Designated Mortgage Loan. (c) For the avoidance of doubt, for the period that any Designated Mortgage Loan is a Designated Mortgage Loan, the related Designated Servicer shall be entitled to any servicing compensation described in the related Designated Servicing Agreement. The Master Servicer may permit any such Designated Servicer to retain any such compensation from the collections in respect of the related Designated Mortgage Loan. DLJMC hereby represents and warrants that, with respect to any Designated Servicer and its Designated Mortgage Loan (i) the servicing fee payable to such Designated Servicer is calculated in a manner consistent with the Servicing Fee Rate and (ii) the servicing fee rate used to calculate the servicing fee payable to such Designated Servicer for its Designated Mortgage Loans does not exceed 0.50% per annum. In any month when (A) (1) a Designated Mortgage Loan becomes a WFBNA WFHMI Mortgage Loan or is serviced by a successor servicer in accordance with this Section 3.23 and (2) the sum of (x) the Servicing Fee payable to WFBNA WFHMI or such successor servicer in respect of such Mortgage Loan and (y) the servicing fee payable to the related Designated Servicer in respect of such Mortgage Loan or (B) the servicing fee payable to a Designated Servicer in respect of any Designated Mortgage Loan (other than those Designated Mortgage Loans referred to in the immediately preceding clause (A)) exceeds the amount that would have been payable had the servicing fee for such Mortgage Loan been calculated using the Servicing Fee Rate, DLJMC shall remit to the Trustee for deposit into the Certificate Account, on or before the Servicer Remittance Date, an amount equal to such excess. For purposes of the immediately preceding sentence, the Servicing Fee Rate shall equal 0.50% per annum.

Designated Mortgage Loans; Designated Servicing Compensation. (a) For and on behalf of the Certificateholders, the Master Servicer shall oversee and enforce the obligation of each Designated Servicer to service and administer the related Designated Mortgage Loans in accordance with the terms of the related Designated Servicing Agreement. In connection with such master servicing and oversight, the Master Servicer shall have full power and authority to do any and all things which it may deem necessary or desirable; provided however, the Master Servicer shall act in a manner consistent with the terms and conditions of this Agreement and with Accepted Master Servicing Practices Practices, and in accordance with applicable law. Furthermore, the Master Servicer shall oversee and consult with each Designated Servicer as necessary from time-to-time to carry out the Master Servicer’s obligations hereunder, and shall receive, receive and review and evaluate all reports, information and other data provided to the Master Servicer by each Designated Servicer. The Master Servicer shall terminate the rights and obligations of any Designated Servicer under the related Designated Servicing Agreement upon the failure of such Designated Servicer to perform any of its obligations under the related Designated Servicing Agreement, which failure permits or requires such termination as more particularly specifically provided in such Designated Servicing Agreement. In the event a Designated Servicer is terminated pursuant to the preceding sentence, the Master Servicer shall notify the Depositor and the Trustee and shall either (a) appoint WFBNA as successor servicer of the related Mortgage Loans or (b) act as successor servicer of the related Mortgage Loans. In either case, the Designated Mortgage Loans related to such Designated Servicing Agreement shall be serviced by the successor to such Designated Servicer pursuant to the servicing provisions of this Agreement, and immediately upon the transfer of servicing responsibilities to such successor, such Designated Mortgage Loans shall be deemed “Non-Designated Mortgage Loans”; provided, however, it is understood and acknowledged by the parties hereto that there may be a period of transition (not to exceed 90 days) before the actual servicing functions can be fully transferred to such successor servicer. Such enforcement, including, without limitation, the legal prosecution of claims, termination of Designated Servicing Agreements and the pursuit of other appropriate remedies, shall be completed in accordance with Accepted Master Servicing Practices. The Master Servicer shall pay the costs of such enforcement at its own expense, provided that the Master Servicer shall not be required to prosecute or defend any legal action except to the extent that the Master Servicer shall have received reasonable indemnity from DLJMC (for its costs and expenses in pursuing such action, subject to the limitations set forth in Section 3.15 hereof) for its costs and expenses in pursuing such action. To the extent that the costs and expenses of the Master Servicer related to (a) the termination of any Designated Servicer, (b) the appointment of any successor Designated Servicer and/or (c) the transfer and assumption of servicing by the Master Servicer pursuant to this Agreement (including, without limitation, (i) all legal costs and expenses and all due diligence costs and expenses associated with an evaluation of the potential termination of the Designated Servicer as a result of an event of default by such Designated Servicer and (ii) all costs and expenses associated with the complete transfer of servicing, including all servicing files and all servicing data and the completion, correction or manipulation of such servicing data as may be required by the successor servicer to correct any errors or insufficiencies in the servicing data or otherwise to enable the successor servicer to service the Mortgage Loans in accordance with this Agreement) are not fully reimbursed by the terminated Designated Servicer, the Master Servicer shall be entitled to reimbursement of such costs from DLJMC (DLJMC, subject to the limitations set forth in Section 3.15 hereof). Each month, the Master Servicer shall, or shall cause WFBNA to, no later than the related Servicer Remittance Date deposit into the Certificate Account an amount equal to (i) the aggregate amount of Advances that WFBNA would have been required to make under this Agreement for each Mortgage Loan that was a Designated Mortgage Loan (other than a Fremont Serviced Mortgage Loan) for some or all of that month had such Designated Mortgage Loan been a WFBNA Serviced Loan for the entire month, less (ii) the aggregate amount, if any, of Advances actually made by the Designated Servicers (other than Fremont) for such month under their respective Designated Servicing Agreements with respect to such Mortgage Loans; provided, however, that such obligation with respect to any Designated Mortgage Loan shall cease if the Master Servicer determines that Advances with respect to such Mortgage Loan would be Nonrecoverable Advances. In the event that the Master Servicer determines that any such Advance is a Nonrecoverable Advance, the Master Servicer will provide the Trustee with a certificate signed by a Servicing Officer evidencing such determination. Each month, the Servicer shall, no later than the related Servicer Remittance Date deposit into the Certificate Account an amount equal to (i) the aggregate amount of Advances that WFBNA would have been required to make under this Agreement for each Mortgage Loan that was a Fremont Serviced Mortgage Loan as if such Mortgage Loan were a WFBNA Serviced Loan for the entire month, less (ii) the aggregate amount, if any, of Advances actually made by Fremont for such month under its Designated Servicing Agreement with respect to such Mortgage Loans; provided, however, that such obligation with respect to any Fremont Serviced Mortgage Loan shall cease if the Servicer determines that Advances with respect to such Mortgage Loan would be Nonrecoverable Advances. In the event that the Servicer determines that any such Advance is a Nonrecoverable Advance, the Servicer will provide the Trustee with a certificate signed by a Servicing Officer evidencing such determination. The Servicer shall be entitled to reimbursement of such Advances made pursuant to this paragraph from DLJMC. Each month, if any Designated Servicer fails to remit all collections in respect of its Designated Mortgage Loans to the Master Servicer (less any servicing compensation permitted to be retained pursuant to the related Designated Servicing Agreement) on or before the related Servicer Remittance Date, the Master Servicer shall cause WFBNA to, not later than the related Servicer Remittance Date, remit the amount of any such deficiency to the Trustee for deposit into the Certificate Account in accordance with Section 3.06(d). With respect to any Distribution Date, no later than the related Servicer Remittance Date, the Master Servicer shall remit to the Trustee for deposit in the Certificate Account in accordance with Section 3.06(d) the amount of the Compensating Interest Payment for the Master Servicer, Servicer with respect to the Designated Mortgage Loans (other than the Fremont Serviced Mortgage Loans). The With respect to the Designated Mortgage Loans (other than the Fremont Serviced Mortgage Loans), the aggregate of such deposits in respect of Compensating Interest Payments shall be made from the Master Servicer’s own funds, without reimbursement thereforfrom the Trust. With respect to any Distribution Date, no later than the related Servicer Remittance Date, the Master Servicer shall cause DLJMC to remit to the Trustee for deposit in the Certificate Account in accordance with Section 3.06(d) the amount of the Compensating Interest Payment for the Master Servicer with respect to the Fremont Serviced Mortgage Loans. (b) The parties hereto and WFBNA agree and acknowledge that the primary servicing of each Designated Mortgage Loan is intended to be transferred to WFBNA on the WFBNA Servicing Transfer Date. WFBNA hereby agrees that it will accept the transfer of servicing of each Designated Mortgage Loan on the applicable WFBNA Servicing Transfer Date and that it will service each Designated Mortgage Loan pursuant to the provisions of this Agreement following the applicable WFBNA Servicing Transfer Date. Following the WFBNA Servicing Transfer Date for any Designated Mortgage Loan, (i) such Designated Mortgage Loan shall be deemed a “Non-Designated Mortgage Loan” under this Agreement and (ii) each of Schedule IV and the Mortgage Loan Schedule will be deemed to have been updated to reflect such servicing transfer. Notwithstanding the foregoing, it is expressly understood and agreed to by the parties hereto that WFBNA WFBNA, as Servicer, shall have no obligations or duties with respect to any Designated Mortgage Loan until (i) the WFBNA Servicing Transfer Date of such Designated Mortgage Loan or (ii) the Master Servicer appoints WFBNA as a successor servicer to a Designated Servicer pursuant to Section 3.23(a) hereof, and, in the case of clause (ii), WFBNA accepts such appointment. In addition, it is expressly understood and agreed to by the parties hereto that on and after each applicable WFBNA Servicing Transfer Date, upon assumption of primary servicing pursuant to this Agreement by WFBNA of each Designated Mortgage Loan transferred on such date, all duties and obligations of the Master Servicer with respect to this Agreement and such Mortgage Loan shall cease and the Master Servicer shall no longer have any responsibility with respect to such Designated Mortgage Loan. (c) For the avoidance of doubt, for the period that any Designated Mortgage Loan is a Designated Mortgage Loan, the related Designated Servicer shall be entitled to any servicing compensation described in the related Designated Servicing Agreement. The Master Servicer may permit any such Designated Servicer to retain any such compensation from the collections in respect of the related Designated Mortgage Loan. DLJMC hereby represents and warrants that, with respect to any Designated Servicer and its Designated Mortgage Loan (i) the servicing fee payable to such Designated Servicer is calculated in a manner consistent with the Servicing Fee Rate and (ii) the servicing fee rate used to calculate the servicing fee payable to such Designated Servicer for its Designated Mortgage Loans does not exceed 0.50% per annum. In any month when (A) (1) a Designated Mortgage Loan becomes a WFBNA Mortgage Loan or is serviced by a successor servicer in accordance with this Section 3.23 and (2) the sum of (x) the Servicing Fee payable to WFBNA or such successor servicer in respect of such Mortgage Loan and (y) the servicing fee payable to the related Designated Servicer in respect of such Mortgage Loan or (B) the servicing fee payable to a Designated Servicer in respect of any Designated Mortgage Loan (other than those Designated Mortgage Loans referred to in the immediately preceding clause (A)) exceeds the amount that would have been payable had the servicing fee for such Mortgage Loan been calculated using the Servicing Fee Rate, DLJMC shall remit to the Trustee for deposit into the Certificate Account, on or before the Servicer Remittance Date, an amount equal to such excess. For purposes of the immediately preceding sentence, the Servicing Fee Rate shall equal 0.50% per annum.

Designated Mortgage Loans; Designated Servicing Compensation. (a) For and on behalf of the Certificateholders, the Master Servicer shall oversee and enforce the obligation of each Designated Servicer to service and administer the related Designated Mortgage Loans in accordance with the terms of the related Designated Servicing Agreement. In connection with such master servicing and oversight, the Master Servicer shall have full power and authority to do any and all things which it may deem necessary or desirable; provided however, the Master Servicer shall act in a manner consistent with the terms and conditions of this Agreement and with Accepted Master Servicing Practices Practices, and in accordance with applicable law. Furthermore, the Master Servicer shall oversee and consult with each Designated Servicer as necessary from time-to-time to carry out the Master Servicer’s obligations hereunder, and shall receive, review and evaluate all reports, information and other data provided to the Master Servicer by each Designated Servicer. The Master Servicer shall terminate the rights and obligations of any Designated Servicer under the related Designated Servicing Agreement upon the failure of such Designated Servicer to perform any of its obligations under the related Designated Servicing Agreement, which failure permits or requires such termination as more particularly specifically provided in such Designated Servicing Agreement. In the event a Designated Servicer is terminated pursuant to the preceding sentence, the Master Servicer shall notify the Depositor and the Trustee and shall either (a) appoint WFBNA WFHMI as successor servicer of the related Mortgage Loans or (b) act as successor servicer of the related Mortgage Loans. In either case, the Designated Mortgage Loans related to such Designated Servicing Agreement shall be serviced by the successor to such Designated Servicer pursuant to the servicing provisions of this Agreement, and immediately upon the transfer of servicing responsibilities to such successor, such Designated Mortgage Loans shall be deemed “Non-Designated Mortgage Loans”; provided, however, it is understood and acknowledged by the parties hereto that there may be a period of transition (not to exceed 90 days) before the actual servicing functions can be fully transferred to such successor servicer. Such enforcement, including, without limitation, the legal prosecution of claims, termination of Designated Servicing Agreements and the pursuit of other appropriate remedies, shall be completed in accordance with Accepted Master Servicing Practices. The Master Servicer shall pay the costs of such enforcement at its own expense, provided that the Master Servicer shall not be required to prosecute or defend any legal action except to the extent that the Master Servicer shall have received reasonable indemnity from DLJMC (for its costs and expenses in pursuing such action, subject to the limitations set forth in Section 3.15 hereof) for its costs and expenses in pursuing such action. To the extent that the costs and expenses of the Master Servicer related to (a) the termination of any Designated Servicer, (b) the appointment of any successor Designated Servicer and/or (c) the transfer and assumption of servicing by the Master Servicer pursuant to this Agreement (including, without limitation, (i) all legal costs and expenses and all due diligence costs and expenses associated with an evaluation of the potential termination of the Designated Servicer as a result of an event of default by such Designated Servicer and (ii) all costs and expenses associated with the complete transfer of servicing, including all servicing files and all servicing data and the completion, correction or manipulation of such servicing data as may be required by the successor servicer to correct any errors or insufficiencies in the servicing data or otherwise to enable the successor servicer to service the Mortgage Loans in accordance with this Agreement) are not fully reimbursed by the terminated Designated Servicer, the Master Servicer shall be entitled to reimbursement of such costs from DLJMC (DLJMC, subject to the limitations set forth in Section 3.15 hereof). Each month, the Master Servicer shall, or shall cause WFBNA WFHMI to, no later than the related Servicer Remittance Date deposit into the Certificate Account an amount equal to (i) the aggregate amount of Advances that WFBNA WFHMI would have been required to make under this Agreement for each Mortgage Loan that was a Designated Mortgage Loan for some or all of that month had such Designated Mortgage Loan been a WFBNA WFHMI Serviced Loan for the entire month, less (ii) the aggregate amount, if any, of Advances actually made by the Designated Servicers for such month under their respective Designated Servicing Agreements with respect to such Mortgage Loans; provided, however, that such obligation with respect to any Designated Mortgage Loan shall cease if the Master Servicer determines that Advances with respect to such Mortgage Loan would be Nonrecoverable Advances. In the event that the Master Servicer determines that any such Advance is a Nonrecoverable Advance, the Master Servicer will provide the Trustee with a certificate signed by a Servicing Officer evidencing such determination. Each month, if any Designated Servicer fails to remit all collections in respect of its Designated Mortgage Loans to the Master Servicer (less any servicing compensation permitted to be retained pursuant to the related Designated Servicing Agreement) on or before the related Servicer Remittance Date, the Master Servicer shall, or shall cause WFBNA WFHMI to, not later than the related Servicer Remittance Date, remit the amount of any such deficiency to the Trustee for deposit into the Certificate Account in accordance with Section 3.06(d). With respect to any Distribution Date, no later than the related Servicer Remittance Date, the Master Servicer shall remit to the Trustee for deposit in the Certificate Account in accordance with Section 3.06(d) the amount of the Compensating Interest Payment for the Master Servicer, with respect to the Designated Mortgage Loans. The aggregate of such deposits in respect of Compensating Interest Payments shall be made from the Master Servicer’s own funds, without reimbursement therefor. (b) The parties hereto and WFBNA WFHMI agree and acknowledge that the primary servicing of each Designated Mortgage Loan is intended to be transferred to WFBNA WFHMI on the WFBNA WFHMI Servicing Transfer Date. WFBNA WFHMI hereby agrees that it will accept the transfer of servicing of each Designated Mortgage Loan on the applicable WFBNA WFHMI Servicing Transfer Date and that it will service each Designated Mortgage Loan pursuant to the provisions of this Agreement following the applicable WFBNA WFHMI Servicing Transfer Date. Following the WFBNA WFHMI Servicing Transfer Date for any Designated Mortgage Loan, (i) such Designated Mortgage Loan shall be deemed a “Non-Designated Mortgage Loan” under this Agreement and (ii) each of Schedule IV and the Mortgage Loan Schedule will be deemed to have been updated to reflect such servicing transfer. Notwithstanding the foregoing, it is expressly understood and agreed to by the parties hereto that WFBNA WFHMI shall have no obligations or duties with respect to any Designated Mortgage Loan until (i) the WFBNA WFHMI Servicing Transfer Date of such Designated Mortgage Loan or (ii) the Master Servicer appoints WFBNA WFHMI as a successor servicer to a Designated Servicer pursuant to Section 3.23(a) hereof, and, in the case of clause (ii), WFBNA WFHMI accepts such appointment. In addition, it is expressly understood and agreed to by the parties hereto that on and after each applicable WFBNA WFHMI Servicing Transfer Date, upon assumption of primary servicing pursuant to this Agreement by WFBNA WFHMI of each Designated Mortgage Loan transferred on such date, all duties and obligations of the Master Servicer with respect to this Agreement and such Mortgage Loan shall cease and the Master Servicer shall no longer have any responsibility with respect to such Designated Mortgage Loan. (c) For the avoidance of doubt, for the period that any Designated Mortgage Loan is a Designated Mortgage Loan, the related Designated Servicer shall be entitled to any servicing compensation described in the related Designated Servicing Agreement. The Master Servicer may permit any such Designated Servicer to retain any such compensation from the collections in respect of the related Designated Mortgage Loan. DLJMC hereby represents and warrants that, with respect to any Designated Servicer and its Designated Mortgage Loan (i) the servicing fee payable to such Designated Servicer is calculated in a manner consistent with the Servicing Fee Rate and (ii) the servicing fee rate used to calculate the servicing fee payable to such Designated Servicer for its Designated Mortgage Loans does not exceed 0.50% per annum. In any month when (A) (1) a Designated Mortgage Loan becomes a WFBNA WFHMI Mortgage Loan or is serviced by a successor servicer in accordance with this Section 3.23 and (2) the sum of (x) the Servicing Fee payable to WFBNA WFHMI or such successor servicer in respect of such Mortgage Loan and (y) the servicing fee payable to the related Designated Servicer in respect of such Mortgage Loan or (B) the servicing fee payable to a Designated Servicer in respect of any Designated Mortgage Loan (other than those Designated Mortgage Loans referred to in the immediately preceding clause (A)) exceeds the amount that would have been payable had the servicing fee for such Mortgage Loan been calculated using the Servicing Fee Rate, DLJMC shall remit to the Trustee for deposit into the Certificate Account, on or before the Servicer Remittance Date, an amount equal to such excess. For purposes of the immediately preceding sentence, the Servicing Fee Rate shall equal 0.50% per annum.