Common use of Master Servicer and Servicer Not to Resign; Transfer of Servicing Clause in Contracts

Master Servicer and Servicer Not to Resign; Transfer of Servicing. (a) Neither the Master Servicer nor any Servicer shall resign from the obligations and duties hereby imposed on it except (i) upon appointment of a successor master servicer or successor servicer and receipt by the Trustee and the Trust Administrator of a letter from each Rating Agency that such a resignation and appointment will not result in a downgrading of the rating of any of the Certificates related to the applicable Mortgage Loans, or (ii) upon determination that its duties hereunder are no longer permissible under applicable law. Any such determination under clause (ii) permitting the resignation of the Master Servicer or a Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Trustee and the Trust Administrator. No such resignation shall become effective until the successor master servicer or successor servicer shall have assumed the Master Servicer or such Servicer’s, as applicable, responsibilities, duties, liabilities and obligations hereunder in accordance with Section 8.02 hereof. (b) Notwithstanding the foregoing, DLJMC or its transferee shall be entitled to request that the Master Servicer or a Servicer, other than WMMSC, resign and appoint a successor master servicer or successor servicer, as applicable; provided that such entity delivers to the Trustee, the Trust Administrator and the Master Servicer the letter required in Section 7.04(a)(i) above. (c) Notwithstanding anything to the contrary in this Agreement, servicing with respect to all or a portion of the Eligible Servicing Transfer Loans may be transferred to WMMSC under this Agreement upon written notice being delivered to the Trustee, CMMC, the Depositor, DLJMC and the Trust Administrator. Any transfer of servicing with respect to such Eligible Servicing Transfer Loans shall not require the letter set forth in Section 7.04(a)(i) above or any consent from the Certificateholders or any other party hereto. Upon the transfer of servicing to WMMSC, such Mortgage Loans shall be serviced in accordance with the procedures WMMSC employs in servicing Mortgage Loans serviced by it under this Agreement.

Master Servicer and Servicer Not to Resign; Transfer of Servicing. (a) Neither the Master Servicer nor any Servicer shall resign from the obligations and duties hereby imposed on it except (i) upon appointment of a successor master servicer or successor servicer and receipt by the Trustee and the Trust Administrator of a letter from each Rating Agency that such a resignation and appointment will not result in a downgrading of the rating of any of the Certificates related to the applicable Mortgage Loans, or (ii) upon determination that its duties hereunder are no longer permissible under applicable law. Any such determination under clause (ii) permitting the resignation of the Master Servicer or a Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Trustee and the Trust Administrator. No such resignation shall become effective until the successor master servicer or successor servicer shall have assumed the Master Servicer or such Servicer’s, as applicable, responsibilities, duties, liabilities and obligations hereunder in accordance with Section 8.02 hereof. (b) Notwithstanding the foregoing, DLJMC or its transferee shall be entitled to request that the Master Servicer or a Servicer, other than WMMSC, resign and appoint a successor master servicer or successor servicer, as applicable; provided that such entity delivers to the Trustee, the Trust Administrator and the Master Servicer the letter required in Section 7.04(a)(i) above. Notwithstanding the foregoing, at DLJMC’s request, so long as it is the owner of the related servicing rights, a Servicer shall resign upon the selection and appointment of a successor servicer; provided that DLJMC delivers to the Trustee, the Trust Administrator and the Master Servicer the letter required in Section 7.04(a)(i) above. (c) Notwithstanding anything to the contrary in this Agreement, servicing with respect to all or a portion of the Eligible Servicing Transfer Loans may be transferred to WMMSC under this Agreement upon written notice being delivered to the Trustee, CMMC, the Depositor, DLJMC and the Trust Administrator. Any transfer of servicing with respect to such Eligible Servicing Transfer Loans shall not require the letter set forth in Section 7.04(a)(i) above or any consent from the Certificateholders or any other party hereto. Upon the transfer of servicing to WMMSC, such Mortgage Loans shall be serviced in accordance with the procedures WMMSC employs in servicing Mortgage Loans serviced by it under this Agreement.

Master Servicer and Servicer Not to Resign; Transfer of Servicing. (a) Neither the Master Servicer nor any Servicer shall resign from the obligations and duties hereby imposed on it except (i) upon appointment of a successor master servicer or successor servicer and receipt by the Trustee and the Trust Administrator of a letter from each Rating Agency that such a resignation and appointment will not result in a downgrading of the rating of any of the Certificates related to the applicable Mortgage Loans, or (ii) upon determination that its duties hereunder are no longer permissible under applicable law. Any such determination under clause (ii) permitting the resignation of the Master Servicer or a Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Trustee and the Trust Administrator. No such resignation shall become effective until the successor master servicer or successor servicer shall have assumed the Master Servicer or such Servicer’s, as applicable, responsibilities, duties, liabilities and obligations hereunder in accordance with Section 8.02 hereof. In connection with any resignation of SPS pursuant to this Section 7.04(b), DLJMC may designate one or more Servicers (which may be SPS’ successor servicer) to act as the Terminating Entity under this Agreement. (b) Notwithstanding the foregoing, DLJMC or its transferee shall be entitled to request that at DLJMC’s request, so long as it is the owner of the related servicing rights, the Master Servicer or a Servicer, other than WMMSCSPS or GreenPoint shall resign, resign upon the selection and appoint appointment of a successor master servicer or successor servicer, as applicable; provided that such entity DLJMC delivers to the Trustee, Trustee and the Trust Administrator and the letter required in Section 7.04(a)(i) above. If the Master Servicer resigns pursuant to this Section 7.04(b), DLJMC shall pay the Master Servicer an amount equal to the product of (a) the Stated Principal Balance of all of the Mortgage Loans, other than the WMMSC Serviced Mortgage Loans, then outstanding and (b) 0.02%. (c) Notwithstanding the foregoing, if the Trust Administrator shall for any reason no longer be Trust Administrator hereunder, at DLJMC’s request, the Master Servicer shall resign, upon the selection and appointment of a successor master servicer; provided that DLJMC delivers to the Trustee and the Trust Administrator the letter required in Section 7.04(a)(i) above. (cd) Notwithstanding anything the foregoing, at DLJMC’s request, the Special Servicer shall resign, upon the selection and appointment of a successor special servicer by DLJMC; provided that DLJMC delivers to the contrary in this Agreement, servicing with respect to all or a portion of the Eligible Servicing Transfer Loans may be transferred to WMMSC under this Agreement upon written notice being delivered to the Trustee, CMMC, the Depositor, DLJMC Trustee and the Trust Administrator. Any transfer of servicing with respect to such Eligible Servicing Transfer Loans shall not require Administrator the letter set forth required in Section 7.04(a)(i) above or any consent from the Certificateholders or any other party hereto. Upon the transfer of servicing to WMMSC, such Mortgage Loans shall be serviced in accordance with the procedures WMMSC employs in servicing Mortgage Loans serviced by it under this Agreementabove.

Master Servicer and Servicer Not to Resign; Transfer of Servicing. (a) Neither the Master Servicer nor any Servicer shall resign from the obligations and duties hereby imposed on it except (i) upon appointment of a successor master servicer or successor servicer and receipt by the Trustee and the Trust Administrator of a letter from each Rating Agency that such a resignation and appointment will not result in a downgrading of the rating of any of the Certificates related to the applicable Mortgage Loans, or (ii) upon determination that its duties hereunder are no longer permissible under applicable law. Any such determination under clause (ii) permitting the resignation of the Master Servicer or a Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Trustee and the Trust Administrator. No such resignation shall become effective until the successor master servicer or successor servicer shall have assumed the Master Servicer or such Servicer’s, as applicable, responsibilities, duties, liabilities and obligations hereunder in accordance with Section 8.02 hereof. (b) Notwithstanding the foregoing, DLJMC or its transferee shall be entitled to request that at DLJMC’s request, so long as it is the owner of the related servicing rights, the Master Servicer Servicer, SPS, Bank of America or Xxxxx Fargo shall resign with respect to all or a portion of the Mortgage Loans serviced as Master Servicer by that Servicer, other than WMMSC, resign upon the selection and appoint appointment of a successor master servicer or successor servicer, as applicable; provided that such entity DLJMC delivers to the Trustee, Trustee and the Trust Administrator and the letter required in Section 7.04(a)(i) above. If the Master Servicer resigns pursuant to this Section 7.04(b), DLJMC shall pay the Master Servicer an amount equal to the product of (a) the Stated Principal Balance of all of the Mortgage Loans, other than the WMMSC Serviced Mortgage Loans, then outstanding and (b) 0.02%. (c) Notwithstanding the foregoing, if the Trust Administrator shall for any reason no longer be Trust Administrator hereunder, at DLJMC’s request, the Master Servicer shall resign, upon the selection and appointment of a successor master servicer; provided that DLJMC delivers to the Trustee and the Trust Administrator the letter required in Section 7.04(a)(i) above. (cd) Notwithstanding anything the foregoing, at DLJMC’s request, the Special Servicer shall resign, upon the selection and appointment of a successor special servicer by DLJMC; provided that DLJMC delivers to the contrary in this Agreement, servicing with respect to all or a portion of the Eligible Servicing Transfer Loans may be transferred to WMMSC under this Agreement upon written notice being delivered to the Trustee, CMMC, the Depositor, DLJMC Trustee and the Trust Administrator. Any transfer of servicing with respect to such Eligible Servicing Transfer Loans shall not require Administrator the letter set forth required in Section 7.04(a)(i) above or any consent from the Certificateholders or any other party hereto. Upon the transfer of servicing to WMMSC, such Mortgage Loans shall be serviced in accordance with the procedures WMMSC employs in servicing Mortgage Loans serviced by it under this Agreementabove.

Master Servicer and Servicer Not to Resign; Transfer of Servicing. (a) Neither the Master Servicer nor any Servicer shall resign from the obligations and duties hereby imposed on it except (i) upon appointment of a successor master servicer or successor servicer and receipt by the Trustee and the Trust Administrator of a letter from each Rating Agency that such a resignation and appointment will not result in a downgrading of the rating of any of the Certificates related to the applicable Mortgage Loans, or (ii) upon determination that its duties hereunder are no longer permissible under applicable law. Any such determination under clause (ii) permitting the resignation of the Master Servicer or a Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Trustee and the Trust Administrator. No such resignation shall become effective until the successor master servicer or successor servicer shall have assumed the Master Servicer or such Servicer’s, as applicable, responsibilities, duties, liabilities and obligations hereunder in accordance with Section 8.02 hereof. (b) Notwithstanding the foregoing, DLJMC or its transferee shall be entitled to request that at DLJMC’s request, so long as it is the owner of the related servicing rights, the Master Servicer Servicer, SPS, GreenPoint or Xxxxx Fargo shall resign with respect to all or a portion of the Mortgage Loans serviced as Master Servicer by that Servicer, other than WMMSC, resign upon the selection and appoint appointment of a successor master servicer or successor servicer, as applicable; provided that such entity DLJMC delivers to the Trustee, Trustee and the Trust Administrator and the letter required in Section 7.04(a)(i) above. If the Master Servicer resigns pursuant to this Section 7.04(b), DLJMC shall pay the Master Servicer an amount equal to the product of (a) the Stated Principal Balance of all of the Mortgage Loans, other than the WMMSC Serviced Mortgage Loans, then outstanding and (b) 0.02%. (c) Notwithstanding the foregoing, if the Trust Administrator shall for any reason no longer be Trust Administrator hereunder, at DLJMC’s request, the Master Servicer shall resign, upon the selection and appointment of a successor master servicer; provided that DLJMC delivers to the Trustee and the Trust Administrator the letter required in Section 7.04(a)(i) above. (cd) Notwithstanding anything the foregoing, at DLJMC’s request, the Special Servicer shall resign, upon the selection and appointment of a successor special servicer by DLJMC; provided that DLJMC delivers to the contrary in this Agreement, servicing with respect to all or a portion of the Eligible Servicing Transfer Loans may be transferred to WMMSC under this Agreement upon written notice being delivered to the Trustee, CMMC, the Depositor, DLJMC Trustee and the Trust Administrator. Any transfer of servicing with respect to such Eligible Servicing Transfer Loans shall not require Administrator the letter set forth required in Section 7.04(a)(i) above or any consent from the Certificateholders or any other party hereto. Upon the transfer of servicing to WMMSC, such Mortgage Loans shall be serviced in accordance with the procedures WMMSC employs in servicing Mortgage Loans serviced by it under this Agreementabove.

Master Servicer and Servicer Not to Resign; Transfer of Servicing. (a) Neither the Master Servicer nor any Servicer shall resign from the obligations and duties hereby imposed on it except (i) upon appointment of a successor master servicer or successor servicer and receipt by the Trustee and the Trust Administrator of a letter from each Rating Agency that such a resignation and appointment will not result in a downgrading of the rating of any of the Certificates related to the applicable Mortgage Loans, or (ii) upon determination that its duties hereunder are no longer permissible under applicable law. Any such determination under clause (ii) permitting the resignation of the Master Servicer or a Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Trustee and the Trust Administrator. No such resignation shall become effective until the successor master servicer or successor servicer shall have assumed the Master Servicer or such Servicer’s, as applicable, responsibilities, duties, liabilities and obligations hereunder in accordance with Section 8.02 hereof. (b) Notwithstanding the foregoing, DLJMC or its transferee shall be entitled to request that the Master Servicer or a Servicer, other than WMMSC, resign and appoint a successor master servicer or successor servicer, as applicable; provided that such entity delivers to the Trustee, Trustee and the Trust Administrator and the Master Servicer the letter required in Section 7.04(a)(i) above. (c) Notwithstanding anything to the contrary in this Agreement, servicing with respect to all or a portion of the Eligible Servicing Transfer Loans may be transferred to WMMSC under this Agreement upon written notice being delivered to the Trustee, CMMC, the Depositor, DLJMC and the Trust Administrator. Any transfer of servicing with respect to such Eligible Servicing Transfer Loans shall not require the letter set forth in Section 7.04(a)(i) above or any consent from the Certificateholders or any other party hereto. Upon the transfer of servicing to WMMSC, such Mortgage Loans shall be serviced in accordance with the procedures WMMSC employs in servicing Mortgage Loans serviced by it under this Agreement.

Master Servicer and Servicer Not to Resign; Transfer of Servicing. (a) Neither the Master Servicer nor any Servicer shall resign from the obligations and duties hereby imposed on it except (i) upon appointment of a successor master servicer or successor servicer and receipt by the Trustee and the Trust Administrator of a letter from each Rating Agency that that such a resignation and appointment will not result in a downgrading of the rating of any of the Certificates related to the applicable Mortgage Loans, or (ii) upon determination that its duties hereunder are no longer permissible under applicable law. Any such determination under clause (ii) permitting the resignation of the Master Servicer or a Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Trustee and the Trust Administrator. No such resignation shall become effective until the successor master servicer or successor servicer shall have assumed the Master Servicer or such Servicer’s, as applicable, responsibilities, duties, liabilities and obligations hereunder in accordance with Section 8.02 hereof. (b) Notwithstanding the foregoing, DLJMC or its transferee shall be entitled to request that at DLJMC’s request, so long as it is the owner of the related servicing rights, the Master Servicer or a ServicerSPS shall resign, other than WMMSC, resign upon the selection and appoint appointment of a successor master servicer or successor servicer, as applicable; provided that such entity DLJMC delivers to the Trustee and the Trust Administrator the letter required in Section 7.04(a)(i) above. Notwithstanding the foregoing, in the event that the Master Servicer is appointed as the successor servicer to SPS, the requirements of Section 7.04(a)(i) shall be waived. In connection with the foregoing, unless otherwise directed by DLJMC in writing on or prior to the first day of the second month following the Closing Date, DLJMC hereby directs SPS to resign as Servicer hereunder and appoints the Master Servicer to service the SPS Serviced Mortgage Loans, effective as of the first day of the third month following the Closing Date. In connection with its resignation, SPS hereby agrees to deliver to the Master Servicer on the date of its resignation a schedule setting forth all of the SPS Mortgage Loans as of such date. The Master Servicer agrees that, as of the first day of the third month following the Closing Date, it will service the SPS Serviced Mortgage Loans, and that such loans shall constitute Xxxxx Fargo Serviced Mortgage Loans, in accordance with the terms of this Agreement. If the Master Servicer resigns pursuant to this Section 7.04(b), DLJMC shall pay the Master Servicer an amount equal to the product of (a) the Stated Principal Balance of all of the Mortgage Loans then outstanding and (b) 0.02%. In connection with any resignation of SPS pursuant to this Section 7.04(b), DLJ Mortgage Capital, Inc. may designate one or more Servicers (which may be SPS’s successor servicer) to act as the Terminating Entity under this Agreement. (c) Notwithstanding clause (b) above, the Terminating Entity can be changed by amendment without the consent of Certificateholders, the Trustee, the Master Servicer, the Back-Up Servicer, the Trust Administrator, the Special Servicer or the Servicers; provided, that in the event that the Terminating Entity is someone other than a Servicer, that party will represent that one of the following will be true and correct: (i) the exercise of such option shall not result in a non-exempt prohibited transaction under ERISA or section 4975 of the Code or (ii) such party is (A) not a party in interest with respect to any employee benefit plan or arrangement subject to Section 406 of ERISA or Section 4975 of the Code, or a person using the assets of any such plan or arrangement (other than a plan sponsored or maintained by the party, provided that no assets of such plan are invested or deemed to be invested in the Certificates) and (B) not a “benefit plan investor.” (d) Notwithstanding the foregoing, if the Trust Administrator and shall for any reason no longer be Trust Administrator hereunder, at DLJMC’s request, the Master Servicer shall resign, upon the selection and appointment of a successor master servicer; provided that DLJMC delivers to the Trustee and the Trust Administrator the letter required in Section 7.04(a)(i) above. (ce) Notwithstanding anything the foregoing, at DLJMC’s request, the Special Servicer shall resign, upon the selection and appointment of a successor special servicer by DLJMC; provided that DLJMC delivers to the contrary in this Agreement, servicing with respect to all or a portion of the Eligible Servicing Transfer Loans may be transferred to WMMSC under this Agreement upon written notice being delivered to the Trustee, CMMC, the Depositor, DLJMC Trustee and the Trust Administrator. Any transfer of servicing with respect to such Eligible Servicing Transfer Loans shall not require Administrator the letter set forth required in Section 7.04(a)(i) above or any consent from the Certificateholders or any other party hereto. Upon the transfer of servicing to WMMSC, such Mortgage Loans shall be serviced in accordance with the procedures WMMSC employs in servicing Mortgage Loans serviced by it under this Agreementabove.

Master Servicer and Servicer Not to Resign; Transfer of Servicing. (a) Neither the Master Servicer nor any Servicer shall resign from the obligations and duties hereby imposed on it except (i) upon appointment of a successor master servicer or successor servicer and receipt by the Trustee and the Trust Administrator of a letter from each Rating Agency that such a resignation and appointment will not result in a downgrading of the rating of any of the Certificates related to the applicable Mortgage Loans, or (ii) upon determination that its duties hereunder are no longer permissible under applicable law. Any such determination under clause (ii) permitting the resignation of the Master Servicer or a Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Trustee and the Trust Administrator. No such resignation shall become effective until the successor master servicer or successor servicer shall have assumed the Master Servicer or such Servicer’s, as applicable, responsibilities, duties, liabilities and obligations hereunder in accordance with Section 8.02 hereof. (b) Notwithstanding the foregoing, DLJMC or its transferee shall be entitled to request that at DLJMC’s request, so long as it is the owner of the related servicing rights, the Master Servicer or a Servicer, other than WMMSCFairbanks or GreenPoint shall resign, resign upon the selection and appoint appointment of a successor master servicer or successor servicer, as applicable; provided that such entity DLJMC delivers to the Trustee, Trustee and the Trust Administrator and the Master Servicer the letter required in Section 7.04(a)(i) above. If the Master Servicer resigns pursuant to this Section 7.04(b), DLJMC shall pay the Master Servicer an amount equal to the product of (a) the Stated Principal Balance of the GreenPoint Mortgage Loans and the Fairbanks Mortgage Loans then outstanding and (b) 0.02%. (c) Notwithstanding anything to the contrary in this Agreement, servicing with respect to all or a portion of the Eligible Servicing Transfer Loans may be transferred to WMMSC under this Agreement upon written notice being delivered to the Trustee, CMMCthe Master Servicer, the Depositor, DLJMC and the Trust Administrator. Any transfer of servicing with respect to such Eligible Servicing Transfer Loans shall not require the letter set forth in Section 7.04(a)(i) above or any consent from the Certificateholders or any other party hereto. Upon the transfer of servicing to WMMSC, such Mortgage Loans shall be serviced in accordance with the procedures WMMSC employs in servicing Mortgage Loans serviced by it under this Agreement. (d) Notwithstanding the foregoing, if the Trust Administrator shall for any reason no longer be Trust Administrator hereunder, at DLJMC’s request, the Master Servicer shall resign, upon the selection and appointment of a successor master servicer; provided that DLJMC delivers to the Trustee and the Trust Administrator the letter required in Section 7.04(a)(i) above. (e) Notwithstanding the foregoing, at DLJMC’s request, the Special Servicer shall resign, upon the selection and appointment of a successor special servicer by DLJMC; provided that DLJMC delivers to the Trustee and the Trust Administrator the letter required in Section 7.04(a)(i) above.

Master Servicer and Servicer Not to Resign; Transfer of Servicing. (a) Neither the Master Servicer nor any Servicer shall resign from the obligations and duties hereby imposed on it except (i) upon appointment of a successor master servicer or successor servicer and receipt by the Trustee and the Trust Administrator of a letter from each Rating Agency that such a resignation and appointment will not result in a downgrading of the rating of any of the Certificates related to the applicable Mortgage Loans, or (ii) upon determination that its duties hereunder are no longer permissible under applicable law. Any such determination under clause (ii) permitting the resignation of the Master Servicer or a Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Trustee and the Trust Administrator. No such resignation shall become effective until the successor master servicer or successor servicer shall have assumed the Master Servicer or such Servicer’s, as applicable, responsibilities, duties, liabilities and obligations hereunder in accordance with Section 8.02 hereof. (b) Notwithstanding the foregoing, DLJMC or its transferee shall be entitled to request that at DLJMC’s request, so long as it is the owner of the related servicing rights, the Master Servicer or a Servicer, other than WMMSCFairbanks or GreenPoint shall resign, resign upon the selection and appoint appointment of a successor master servicer or successor servicer, as applicable; provided that such entity DLJMC delivers to the Trustee, Trustee and the Trust Administrator and the Master Servicer the letter required in Section 7.04(a)(i) above. If the Master Servicer resigns pursuant to this Section 7.04(b), DLJMC shall pay the Master Servicer an amount equal to the product of (a) the Stated Principal Balance of all of the Mortgage Loans other than the WMMSC Serviced Loans then outstanding and (b) 0.02%. In connection with any resignation of Xxxxxxxx pursuant to this Section 7.04(b), DLJ Mortgage Capital, Inc. may designate one or more Servicers (which may be Xxxxxxxx’x successor servicer) to act as the Terminating Entity under this Agreement. (c) Notwithstanding anything to the contrary in this Agreement, servicing with respect to all or a portion of the Eligible Servicing Transfer Loans may be transferred to WMMSC under this Agreement upon written notice being delivered to the Trustee, CMMCthe Master Servicer, the Depositor, DLJMC and the Trust Administrator. Any transfer of servicing with respect to such Eligible Servicing Transfer Loans shall not require the letter set forth in Section 7.04(a)(i) above or any consent from the Certificateholders or any other party hereto. Upon the transfer of servicing to WMMSC, such Mortgage Loans shall be serviced in accordance with the procedures WMMSC employs in servicing Mortgage Loans serviced by it under this Agreement. (d) Notwithstanding the foregoing, if the Trust Administrator shall for any reason no longer be Trust Administrator hereunder, at DLJMC’s request, the Master Servicer shall resign, upon the selection and appointment of a successor master servicer; provided that DLJMC delivers to the Trustee and the Trust Administrator the letter required in Section 7.04(a)(i) above. (e) Notwithstanding the foregoing, at DLJMC’s request, the Special Servicer shall resign, upon the selection and appointment of a successor special servicer by DLJMC; provided that DLJMC delivers to the Trustee and the Trust Administrator the letter required in Section 7.04(a)(i) above.

Master Servicer and Servicer Not to Resign; Transfer of Servicing. (a) Neither the Master Servicer nor any Servicer shall resign from the obligations and duties hereby imposed on it except (i) upon appointment of a successor master servicer or successor servicer and receipt by the Trustee and the Trust Administrator of a letter from each Rating Agency that such a resignation and appointment will not result in a downgrading of the rating of any of the Certificates related to the applicable Mortgage Loans, or (ii) upon determination that its duties hereunder are no longer permissible under applicable law. Any such determination under clause (ii) permitting the resignation of the Master Servicer or a Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Trustee and the Trust Administrator. No such resignation shall become effective until the successor master servicer or successor servicer shall have assumed the Master Servicer or such Servicer’s, as applicable, responsibilities, duties, liabilities and obligations hereunder in accordance with Section 8.02 hereof. In connection with any resignation of SPS pursuant to this Section 7.04(a) or Section 7.04 (b), DLJMC may designate one or more Servicers (which may be SPS’ successor servicer) to act as the Terminating Entity under this Agreement. (b) Notwithstanding the foregoing, DLJMC or its transferee shall be entitled to request that at DLJMC’s request, so long as it is the owner of the related servicing rights, the Master Servicer or a Servicer, other than WMMSCSPS, resign GreenPoint or Xxxxx Fargo shall resign, upon the selection and appoint appointment of a successor master servicer or successor servicer, as applicable; provided that such entity DLJMC delivers to the Trustee, Trustee and the Trust Administrator and the letter required in Section 7.04(a)(i) above. If the Master Servicer resigns pursuant to this Section 7.04(b), DLJMC shall pay the Master Servicer an amount equal to the product of (a) the Stated Principal Balance of all of the Mortgage Loans, other than the WMMSC Serviced Mortgage Loans, then outstanding and (b) 0.02%. To the extent that the compensation of any successor servicer to Xxxxx Fargo is calculated using a rate exceeding the then-current rate used to calculate the Xxxxx Fargo Servicing Fee, each Holder of a Class ES Certificate hereby agrees to a decrease in the Excess Servicing Fee Rate in an amount equal to such excess. To the extent that the compensation of any successor servicer to Xxxxx Fargo includes Ancillary Income, each Holder of a Class ES Certificate hereby agrees that such Holder’s right to receive Ancillary Income shall be decreased in an amount equal to the amount of Ancillary Income payable to the successor servicer. To the extent that DLJMC is no longer the owner of the servicing rights, each Holder of a Class ES Certificate hereby agrees that such Holder’s right to receive the Excess Servicing Fee and Ancillary Income will be extinguished in full. (c) Notwithstanding the foregoing, if the Trust Administrator shall for any reason no longer be Trust Administrator hereunder, at DLJMC’s request, the Master Servicer shall resign, upon the selection and appointment of a successor master servicer; provided that DLJMC delivers to the Trustee and the Trust Administrator the letter required in Section 7.04(a)(i) above. (cd) Notwithstanding anything the foregoing, at DLJMC’s request, the Special Servicer shall resign, upon the selection and appointment of a successor special servicer by DLJMC; provided that DLJMC delivers to the contrary in this Agreement, servicing with respect to all or a portion of the Eligible Servicing Transfer Loans may be transferred to WMMSC under this Agreement upon written notice being delivered to the Trustee, CMMC, the Depositor, DLJMC Trustee and the Trust Administrator. Any transfer of servicing with respect to such Eligible Servicing Transfer Loans shall not require Administrator the letter set forth required in Section 7.04(a)(i) above or any consent from the Certificateholders or any other party hereto. Upon the transfer of servicing to WMMSC, such Mortgage Loans shall be serviced in accordance with the procedures WMMSC employs in servicing Mortgage Loans serviced by it under this Agreementabove.

Master Servicer and Servicer Not to Resign; Transfer of Servicing. (a) Neither the Master Servicer nor any Servicer shall resign from the obligations and duties hereby imposed on it except (i) upon appointment of a successor master servicer or successor servicer and receipt by the Trustee and the Trust Administrator of a letter from each Rating Agency that such a resignation and appointment will not result in a downgrading of the rating of any of the Certificates related to the applicable Mortgage Loans, or (ii) upon determination that its duties hereunder are no longer permissible under applicable law. Any such determination under clause (ii) permitting the resignation of the Master Servicer or a Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Trustee and the Trust Administrator. No such resignation shall become effective until the successor master servicer or successor servicer shall have assumed the Master Servicer or such Servicer’s, as applicable, responsibilities, duties, liabilities and obligations hereunder in accordance with Section 8.02 hereof. (b) Notwithstanding the foregoing, DLJMC or its transferee shall be entitled to request that at DLJMC’s request, so long as it is the owner of the related servicing rights, the Master Servicer Servicer, SPS or Xxxxx Fargo shall resign with respect to all or a portion of the Mortgage Loans serviced as Master Servicer by that Servicer, other than WMMSC, resign upon the selection and appoint appointment of a successor master servicer or successor servicer, as applicable; provided that such entity DLJMC delivers to the Trustee, Trustee and the Trust Administrator and the letter required in Section 7.04(a)(i) above. If the Master Servicer resigns pursuant to this Section 7.04(b), DLJMC shall pay the Master Servicer an amount equal to the product of (a) the Stated Principal Balance of all of the Mortgage Loans then outstanding and (b) 0.02%. (c) Notwithstanding the foregoing, if the Trust Administrator shall for any reason no longer be Trust Administrator hereunder, at DLJMC’s request, the Master Servicer shall resign, upon the selection and appointment of a successor master servicer; provided that DLJMC delivers to the Trustee and the Trust Administrator the letter required in Section 7.04(a)(i) above. (cd) Notwithstanding anything the foregoing, at DLJMC’s request, the Special Servicer shall resign, upon the selection and appointment of a successor special servicer by DLJMC; provided that DLJMC delivers to the contrary in this Agreement, servicing with respect to all or a portion of the Eligible Servicing Transfer Loans may be transferred to WMMSC under this Agreement upon written notice being delivered to the Trustee, CMMC, the Depositor, DLJMC Trustee and the Trust Administrator. Any transfer of servicing with respect to such Eligible Servicing Transfer Loans shall not require Administrator the letter set forth required in Section 7.04(a)(i) above or any consent from the Certificateholders or any other party hereto. Upon the transfer of servicing to WMMSC, such Mortgage Loans shall be serviced in accordance with the procedures WMMSC employs in servicing Mortgage Loans serviced by it under this Agreementabove.

Master Servicer and Servicer Not to Resign; Transfer of Servicing. (a) Neither the Master Servicer nor any Servicer shall resign from the obligations and duties hereby imposed on it except (i) upon appointment of a successor master servicer or successor servicer and receipt by the Trustee and the Trust Administrator of a letter from each Rating Agency that such a resignation and appointment will not result in a downgrading of the rating of any of the Certificates related to the applicable Mortgage Loans, or (ii) upon determination that its duties hereunder are no longer permissible under applicable law. Any such determination under clause (ii) permitting the resignation of the Master Servicer or a Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Trustee and the Trust Administrator. No such resignation shall become effective until the successor master servicer or successor servicer shall have assumed the Master Servicer or such Servicer’s, as applicable, responsibilities, duties, liabilities and obligations hereunder in accordance with Section 8.02 hereof. (b) Notwithstanding the foregoing, DLJMC or its transferee shall be entitled to request that at DLJMC’s request, so long as it is the owner of the related servicing rights, the Master Servicer or a Servicer, other than WMMSCSPS or GreenPoint shall resign, resign upon the selection and appoint appointment of a successor master servicer or successor servicer, as applicable; provided that such entity DLJMC delivers to the Trustee, Trustee and the Trust Administrator and the Master Servicer the letter required in Section 7.04(a)(i) above. If the Master Servicer resigns pursuant to this Section 7.04(b), DLJMC shall pay the Master Servicer an amount equal to the product of (a) the Stated Principal Balance of all of the Mortgage Loans other than the WMMSC Serviced Loans then outstanding and (b) 0.02%. In connection with any resignation of Xxxxxxxx pursuant to this Section 7.04(b), DLJ Mortgage Capital, Inc. may designate one or more Servicers (which may be Xxxxxxxx’x successor servicer) to act as the Terminating Entity under this Agreement. (c) Notwithstanding anything to the contrary in this Agreement, servicing with respect to all or a portion of the Eligible Servicing Transfer Loans may be transferred to WMMSC under this Agreement upon written notice being delivered to the Trustee, CMMCthe Master Servicer, the Depositor, DLJMC and the Trust Administrator. Any transfer of servicing with respect to such Eligible Servicing Transfer Loans shall not require the letter set forth in Section 7.04(a)(i) above or any consent from the Certificateholders or any other party hereto. Upon the transfer of servicing to WMMSC, such Mortgage Loans shall be serviced in accordance with the procedures WMMSC employs in servicing Mortgage Loans serviced by it under this Agreement. (d) Notwithstanding the foregoing, if the Trust Administrator shall for any reason no longer be Trust Administrator hereunder, at DLJMC’s request, the Master Servicer shall resign, upon the selection and appointment of a successor master servicer; provided that DLJMC delivers to the Trustee and the Trust Administrator the letter required in Section 7.04(a)(i) above. (e) Notwithstanding the foregoing, at DLJMC’s request, the Special Servicer shall resign, upon the selection and appointment of a successor special servicer by DLJMC; provided that DLJMC delivers to the Trustee and the Trust Administrator the letter required in Section 7.04(a)(i) above.

Master Servicer and Servicer Not to Resign; Transfer of Servicing. (a) Neither the Master Servicer nor any Servicer shall resign from the obligations and duties hereby imposed on it except (i) upon appointment of a successor master servicer or successor servicer and receipt by the Trustee and the Trust Administrator of a letter from each Rating Agency that such a resignation and appointment will not result in a downgrading of the rating of any of the Certificates related to the applicable Mortgage Loans, or (ii) upon determination that its duties hereunder are no longer permissible under applicable law. Any such determination under clause (ii) permitting the resignation of the Master Servicer or a Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Trustee and the Trust Administrator. No such resignation shall become effective until the successor master servicer or successor servicer shall have assumed the Master Servicer or such Servicer’s's, as applicable, responsibilities, duties, liabilities and obligations hereunder in accordance with Section 8.02 hereof. (b) Notwithstanding the foregoing, DLJMC or its transferee shall be entitled to request that at DLJMC's request, so long as it is the owner of the related servicing rights, the Master Servicer or a ServicerSPS shall resign, other than WMMSC, resign upon the selection and appoint appointment of a successor master servicer or successor servicer, as applicable; provided that such entity DLJMC delivers to the Trustee, Trustee and the Trust Administrator and the letter required in Section 7.04(a)(i) above. Notwithstanding the foregoing, in the event that the Master Servicer is appointed as the successor servicer to SPS, the requirements of Section 7.04(a)(i) shall be waived. In connection with the foregoing, unless otherwise directed by DLJMC in writing on or prior to the first day of the second month following the Closing Date, DLJMC hereby directs SPS to resign as Servicer hereunder and appoints the Master Servicer to service the SPS Serviced Mortgage Loans, effective as of the first day of the third month following the Closing Date. In connection with its resignation, SPS hereby agrees to deliver to the Master Servicer on the date of its resignation a schedule setting forth all of the SPS Mortgage Loans as of such date. The Master Servicer agrees that, as of the first day of the third month following the Closing Date, it will service the SPS Serviced Mortgage Loans, and that such loans shall constitute Xxxxx Fargo Serviced Mortgage Loans, in accordance with the terms of this Agreement. If the Master Servicer resigns pursuant to this Section 7.04(b), DLJMC shall pay the Master Servicer an amount equal to the product of (a) the Stated Principal Balance of all of the Mortgage Loans then outstanding and (b) 0.02%. (c) Notwithstanding the foregoing, if the Trust Administrator shall for any reason no longer be Trust Administrator hereunder, at DLJMC's request, the Master Servicer shall resign, upon the selection and appointment of a successor master servicer; provided that DLJMC delivers to the Trustee and the Trust Administrator the letter required in Section 7.04(a)(i) above. (cd) Notwithstanding anything the foregoing, at DLJMC's request, the Special Servicer shall resign, upon the selection and appointment of a successor special servicer by DLJMC; provided that DLJMC delivers to the contrary in this Agreement, servicing with respect to all or a portion of the Eligible Servicing Transfer Loans may be transferred to WMMSC under this Agreement upon written notice being delivered to the Trustee, CMMC, the Depositor, DLJMC Trustee and the Trust Administrator. Any transfer of servicing with respect to such Eligible Servicing Transfer Loans shall not require Administrator the letter set forth required in Section 7.04(a)(i) above or any consent from the Certificateholders or any other party hereto. Upon the transfer of servicing to WMMSC, such Mortgage Loans shall be serviced in accordance with the procedures WMMSC employs in servicing Mortgage Loans serviced by it under this Agreementabove.

Master Servicer and Servicer Not to Resign; Transfer of Servicing. (a) Neither the Master Servicer nor any Servicer shall resign from the obligations and duties hereby imposed on it except (i) upon appointment of a successor master servicer or successor servicer and receipt by the Trustee and the Trust Administrator of a letter from each Rating Agency that such a resignation and appointment will not result in a downgrading of the rating of any of the Certificates related to the applicable Mortgage Loans, or (ii) upon determination that its duties hereunder are no longer permissible under applicable law. Any such determination under clause (ii) permitting the resignation of the Master Servicer or a Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Trustee and the Trust Administrator. No such resignation shall become effective until the successor master servicer or successor servicer shall have assumed the Master Servicer or such Servicer’s, as applicable, responsibilities, duties, liabilities and obligations hereunder in accordance with Section 8.02 hereof. (b) Notwithstanding the foregoing, DLJMC or its transferee shall be entitled to request that at DLJMC’s request, so long as it is the owner of the related servicing rights, the Master Servicer or a Servicer, other than WMMSCFairbanks or GreenPoint shall resign, resign upon the selection and appoint appointment of a successor master servicer or successor servicer, as applicable; provided that such entity DLJMC delivers to the Trustee, Trustee and the Trust Administrator and the letter required in Section 7.04(a)(i) above. If the Master Servicer resigns pursuant to this Section 7.04(b), DLJMC shall pay the Master Servicer an amount equal to the product of (a) the Stated Principal Balance of all of the Mortgage Loans, other than the WMMSC Serviced Mortgage Loans, then outstanding and (b) 0.02%. (c) Notwithstanding the foregoing, if the Trust Administrator shall for any reason no longer be Trust Administrator hereunder, at DLJMC’s request, the Master Servicer shall resign, upon the selection and appointment of a successor master servicer; provided that DLJMC delivers to the Trustee and the Trust Administrator the letter required in Section 7.04(a)(i) above. (cd) Notwithstanding anything the foregoing, at DLJMC’s request, the Special Servicer shall resign, upon the selection and appointment of a successor special servicer by DLJMC; provided that DLJMC delivers to the contrary in this Agreement, servicing with respect to all or a portion of the Eligible Servicing Transfer Loans may be transferred to WMMSC under this Agreement upon written notice being delivered to the Trustee, CMMC, the Depositor, DLJMC Trustee and the Trust Administrator. Any transfer of servicing with respect to such Eligible Servicing Transfer Loans shall not require Administrator the letter set forth required in Section 7.04(a)(i) above or any consent from the Certificateholders or any other party hereto. Upon the transfer of servicing to WMMSC, such Mortgage Loans shall be serviced in accordance with the procedures WMMSC employs in servicing Mortgage Loans serviced by it under this Agreementabove.

Master Servicer and Servicer Not to Resign; Transfer of Servicing. (a) Neither the Master Servicer nor any Servicer shall resign from the obligations and duties hereby imposed on it except (i) upon appointment of a successor master servicer or successor servicer and receipt by the Trustee and the Trust Administrator of a letter from each Rating Agency that such a resignation and appointment will not result in a downgrading of the rating of any of the Certificates related to the applicable Mortgage Loans, or (ii) upon determination that its duties hereunder are no longer permissible under applicable law. Any such determination under clause (ii) permitting the resignation of the Master Servicer or a Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Trustee and the Trust Administrator. No such resignation shall become effective until the successor master servicer or successor servicer shall have assumed the Master Servicer or such Servicer’s, as applicable, responsibilities, duties, liabilities and obligations hereunder in accordance with Section 8.02 hereof. (b) Notwithstanding the foregoing, DLJMC or its transferee shall be entitled to request that at DLJMC’s request, so long as it is the owner of the related servicing rights, the Master Servicer or a Servicer, other than WMMSCGreenPoint or Fairbanks shall resign, resign upon the selection and appoint appointment of a successor master servicer or successor servicer, as applicable; provided that such entity DLJMC delivers to the Trustee, Trustee and the Trust Administrator and the letter required in Section 7.04(a)(i) above. If the Master Servicer resigns pursuant to this Section 7.04(b), DLJMC shall pay the Master Servicer an amount equal to the product of (a) the Stated Principal Balance of the GreenPoint Mortgage Loans and Fairbanks Mortgage Loans then outstanding and (b) 0.02%. (c) Notwithstanding the foregoing, if the Trust Administrator shall for any reason no longer be Trust Administrator hereunder, at DLJMC’s request, the Master Servicer shall resign, upon the selection and appointment of a successor master servicer; provided that DLJMC delivers to the Trustee and the Trust Administrator the letter required in Section 7.04(a)(i) above. (c) Notwithstanding anything to the contrary in this Agreement, servicing with respect to all or a portion of the Eligible Servicing Transfer Loans may be transferred to WMMSC under this Agreement upon written notice being delivered to the Trustee, CMMC, the Depositor, DLJMC and the Trust Administrator. Any transfer of servicing with respect to such Eligible Servicing Transfer Loans shall not require the letter set forth in Section 7.04(a)(i) above or any consent from the Certificateholders or any other party hereto. Upon the transfer of servicing to WMMSC, such Mortgage Loans shall be serviced in accordance with the procedures WMMSC employs in servicing Mortgage Loans serviced by it under this Agreement.

Master Servicer and Servicer Not to Resign; Transfer of Servicing. (a) Neither the Master Servicer nor any Servicer shall resign from the obligations and duties hereby imposed on it except (i) upon appointment of a successor master servicer or successor servicer and receipt by the Trustee and the Trust Administrator of a letter from each Rating Agency that such a resignation and appointment will not result in a downgrading of the rating of any of the Certificates related to the applicable Mortgage Loans, or (ii) upon determination that its duties hereunder are no longer permissible under applicable law. Any such determination under clause (ii) permitting the resignation of the Master Servicer or a Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Trustee and the Trust Administrator. No such resignation shall become effective until the successor master servicer or successor servicer shall have assumed the Master Servicer or such Servicer’s, as applicable, responsibilities, duties, liabilities and obligations hereunder in accordance with Section 8.02 hereof. (b) Notwithstanding the foregoing, DLJMC or its transferee shall be entitled to request that at DLJMC’s request, so long as it is the owner of the related servicing rights, the Master Servicer Servicer, SPS, Bank of America, Banco Popular or Xxxxx Fargo shall resign with respect to all or a portion of the Mortgage Loans serviced as Master Servicer by that Servicer, other than WMMSC, resign upon the selection and appoint appointment of a successor master servicer or successor servicer, as applicable; provided that such entity DLJMC delivers to the Trustee, Trustee and the Trust Administrator and the letter required in Section 7.04(a)(i) above. If the Master Servicer resigns pursuant to this Section 7.04(b), DLJMC shall pay the Master Servicer an amount equal to the product of (a) the Stated Principal Balance of all of the Mortgage Loans, other than the WMMSC Serviced Mortgage Loans, then outstanding and (b) 0.02%. (c) Notwithstanding the foregoing, if the Trust Administrator shall for any reason no longer be Trust Administrator hereunder, at DLJMC’s request, the Master Servicer shall resign, upon the selection and appointment of a successor master servicer; provided that DLJMC delivers to the Trustee and the Trust Administrator the letter required in Section 7.04(a)(i) above. (cd) Notwithstanding anything the foregoing, at DLJMC’s request, the Special Servicer shall resign, upon the selection and appointment of a successor special servicer by DLJMC; provided that DLJMC delivers to the contrary in this Agreement, servicing with respect to all or a portion of the Eligible Servicing Transfer Loans may be transferred to WMMSC under this Agreement upon written notice being delivered to the Trustee, CMMC, the Depositor, DLJMC Trustee and the Trust Administrator. Any transfer of servicing with respect to such Eligible Servicing Transfer Loans shall not require Administrator the letter set forth required in Section 7.04(a)(i) above or any consent from the Certificateholders or any other party hereto. Upon the transfer of servicing to WMMSC, such Mortgage Loans shall be serviced in accordance with the procedures WMMSC employs in servicing Mortgage Loans serviced by it under this Agreementabove.

Master Servicer and Servicer Not to Resign; Transfer of Servicing. (a) Neither the Master Servicer nor any Servicer shall resign from the obligations and duties hereby imposed on it except (i) upon appointment of a successor master servicer or successor servicer and receipt by the Trustee and the Trust Administrator of a letter from each Rating Agency that such a resignation and appointment will not result in a downgrading of the rating of any of the Certificates related to the applicable Mortgage Loans, or (ii) upon determination that its duties hereunder are no longer permissible under applicable law. Any such determination under clause (ii) permitting the resignation of the Master Servicer or a Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Trustee and the Trust Administrator. No such resignation shall become effective until the successor master servicer or successor servicer shall have assumed the Master Servicer or such Servicer’s, as applicable, responsibilities, duties, liabilities and obligations hereunder in accordance with Section 8.02 hereof. In connection with any resignation of SPS pursuant to this Section 7.04(a) or Section 7.04 (b), DLJMC may designate one or more Servicers (which may be SPS’ successor servicer) to act as the Terminating Entity under this Agreement. (b) Notwithstanding the foregoing, DLJMC or its transferee shall be entitled to request that at DLJMC’s request, so long as it is the owner of the related servicing rights, the Master Servicer or a Servicer, other than WMMSCSPS, resign GreenPoint or Xxxxx Fargo shall resign, upon the selection and appoint appointment of a successor master servicer or successor servicer, as applicable; provided that such entity DLJMC delivers to the Trustee, Trustee and the Trust Administrator and the letter required in Section 7.04(a)(i) above. If the Master Servicer resigns pursuant to this Section 7.04(b), DLJMC shall pay the Master Servicer an amount equal to the product of (a) the Stated Principal Balance of all of the Mortgage Loans, other than the WMMSC Serviced Mortgage Loans, then outstanding and (b) 0.02%. (c) Notwithstanding the foregoing, if the Trust Administrator shall for any reason no longer be Trust Administrator hereunder, at DLJMC’s request, the Master Servicer shall resign, upon the selection and appointment of a successor master servicer; provided that DLJMC delivers to the Trustee and the Trust Administrator the letter required in Section 7.04(a)(i) above. (cd) Notwithstanding anything the foregoing, at DLJMC’s request, the Special Servicer shall resign, upon the selection and appointment of a successor special servicer by DLJMC; provided that DLJMC delivers to the contrary in this Agreement, servicing with respect to all or a portion of the Eligible Servicing Transfer Loans may be transferred to WMMSC under this Agreement upon written notice being delivered to the Trustee, CMMC, the Depositor, DLJMC Trustee and the Trust Administrator. Any transfer of servicing with respect to such Eligible Servicing Transfer Loans shall not require Administrator the letter set forth required in Section 7.04(a)(i) above or any consent from the Certificateholders or any other party hereto. Upon the transfer of servicing to WMMSC, such Mortgage Loans shall be serviced in accordance with the procedures WMMSC employs in servicing Mortgage Loans serviced by it under this Agreementabove.

Master Servicer and Servicer Not to Resign; Transfer of Servicing. (a) Neither the Master Servicer nor any Servicer shall resign from the obligations and duties hereby imposed on it except (i) upon appointment of a successor master servicer or successor servicer and receipt by the Trustee and the Trust Administrator of a letter from each Rating Agency that such a resignation and appointment will not result in a downgrading of the rating of any of the Certificates related to the applicable Mortgage Loans, or (ii) upon determination that its duties hereunder are no longer permissible under applicable law. Any such determination under clause (ii) permitting the resignation of the Master Servicer or a Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Trustee and the Trust Administrator. No such resignation shall become effective until the successor master servicer or successor servicer shall have assumed the Master Servicer or such Servicer’s, as applicable, responsibilities, duties, liabilities and obligations hereunder in accordance with Section 8.02 hereof. In connection with any resignation of SPS pursuant to this Section 7.04(b), DLJMC may designate one or more Servicers (which may be SPS’ successor servicer) to act as the Terminating Entity under this Agreement. (b) Notwithstanding the foregoing, DLJMC or its transferee shall be entitled to request that at DLJMC’s request, so long as it is the owner of the related servicing rights, the Master Servicer or a Servicer, other than WMMSCSPS, resign Xxxxx Fargo or GreenPoint shall resign, upon the selection and appoint appointment of a successor master servicer or successor servicer, as applicable; provided that such entity DLJMC delivers to the Trustee, Trustee and the Trust Administrator and the letter required in Section 7.04(a)(i) above. If the Master Servicer resigns pursuant to this Section 7.04(b), DLJMC shall pay the Master Servicer an amount equal to the product of (a) the Stated Principal Balance of all of the Mortgage Loans, other than the WMMSC Serviced Mortgage Loans, then outstanding and (b) 0.02%. To the extent that the compensation of any successor servicer to Xxxxx Fargo is calculated using a rate exceeding the then-current rate used to calculate the Xxxxx Fargo Servicing Fee, each Holder of a Class ES Certificate hereby agrees to a decrease in the Excess Servicing Fee Rate in an amount equal to such excess. To the extent that the compensation of any successor servicer to Xxxxx Fargo includes Ancillary Income, each Holder of a Class ES Certificate hereby agrees that such Holder’s right to receive Ancillary Income shall be decreased in an amount equal to the amount of Ancillary Income payable to the successor servicer. To the extent that DLJMC is no longer the owner of the servicing rights, each Holder of a Class ES Certificate hereby agrees that such Holder’s right to receive the Excess Servicing Fee and Ancillary Income will be extinguished in full. (c) Notwithstanding the foregoing, if the Trust Administrator shall for any reason no longer be Trust Administrator hereunder, at DLJMC’s request, the Master Servicer shall resign, upon the selection and appointment of a successor master servicer; provided that DLJMC delivers to the Trustee and the Trust Administrator the letter required in Section 7.04(a)(i) above. (cd) Notwithstanding anything the foregoing, at DLJMC’s request, the Special Servicer shall resign, upon the selection and appointment of a successor special servicer by DLJMC; provided that DLJMC delivers to the contrary in this Agreement, servicing with respect to all or a portion of the Eligible Servicing Transfer Loans may be transferred to WMMSC under this Agreement upon written notice being delivered to the Trustee, CMMC, the Depositor, DLJMC Trustee and the Trust Administrator. Any transfer of servicing with respect to such Eligible Servicing Transfer Loans shall not require Administrator the letter set forth required in Section 7.04(a)(i) above or any consent from the Certificateholders or any other party hereto. Upon the transfer of servicing to WMMSC, such Mortgage Loans shall be serviced in accordance with the procedures WMMSC employs in servicing Mortgage Loans serviced by it under this Agreementabove.

Master Servicer and Servicer Not to Resign; Transfer of Servicing. (a) Neither the Master Servicer nor any Servicer shall resign from the obligations and duties hereby imposed on it except (i) upon appointment of a successor master servicer or successor servicer and receipt by the Trustee and the Trust Administrator of a letter from each Rating Agency that such a resignation and appointment will not result in a downgrading of the rating of any of the Certificates related to the applicable Mortgage Loans, or (ii) upon determination that its duties hereunder are no longer permissible under applicable law. Any such determination under clause (ii) permitting the resignation of the Master Servicer or a Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Trustee and the Trust Administrator. No such resignation shall become effective until the successor master servicer or successor servicer shall have assumed the Master Servicer or such Servicer’s, as applicable, responsibilities, duties, liabilities and obligations hereunder in accordance with Section 8.02 hereof. (b) Notwithstanding the foregoing, DLJMC or its transferee shall be entitled to request that at DLJMC’s request, so long as it is the owner of the related servicing rights, the Master Servicer or a ServicerSPS shall resign, other than WMMSC, resign upon the selection and appoint appointment of a successor master servicer or successor servicer, as applicable; provided that such entity DLJMC delivers to the Trustee and the Trust Administrator the letter required in Section 7.04(a)(i) above. Notwithstanding the foregoing, in the event that the Master Servicer is appointed as the successor servicer to SPS, the requirements of Section 7.04(a)(i) shall be waived. In connection with the foregoing, unless otherwise directed by DLJMC in writing on or prior to the first day of the second month following the Closing Date, DLJMC hereby directs SPS to resign as Servicer hereunder and appoints the Master Servicer to service the SPS Serviced Mortgage Loans, effective as of the first day of the third month following the Closing Date. In connection with its resignation, SPS hereby agrees to deliver to the Master Servicer on the date of its resignation a schedule setting forth all of the SPS Mortgage Loans as of such date. The Master Servicer agrees that, as of the first day of the third month following the Closing Date, it will service the SPS Serviced Mortgage Loans, and that such loans shall constitute Wxxxx Fargo Serviced Mortgage Loans, in accordance with the terms of this Agreement. If the Master Servicer resigns pursuant to this Section 7.04(b), DLJMC shall pay the Master Servicer an amount equal to the product of (a) the Stated Principal Balance of all of the Mortgage Loans then outstanding and (b) 0.02%. In connection with any resignation of SPS pursuant to this Section 7.04(b), DLJ Mortgage Capital, Inc. may designate one or more Servicers (which may be SPS’s successor servicer) to act as the Terminating Entity under this Agreement. (c) Notwithstanding clause (b) above, the Terminating Entity can be changed by amendment without the consent of Certificateholders, the Trustee, the Master Servicer, the Back-Up Servicer, the Trust Administrator, the Special Servicer or the Servicers; provided, that in the event that the Terminating Entity is someone other than a Servicer, that party will represent that one of the following will be true and correct: (i) the exercise of such option shall not result in a non-exempt prohibited transaction under ERISA or section 4975 of the Code or (ii) such party is (A) not a party in interest with respect to any employee benefit plan or arrangement subject to Section 406 of ERISA or Section 4975 of the Code, or a person using the assets of any such plan or arrangement (other than a plan sponsored or maintained by the party, provided that no assets of such plan are invested or deemed to be invested in the Certificates) and (B) not a “benefit plan investor.” (d) Notwithstanding the foregoing, if the Trust Administrator and shall for any reason no longer be Trust Administrator hereunder, at DLJMC’s request, the Master Servicer shall resign, upon the selection and appointment of a successor master servicer; provided that DLJMC delivers to the Trustee and the Trust Administrator the letter required in Section 7.04(a)(i) above. (ce) Notwithstanding anything the foregoing, at DLJMC’s request, the Special Servicer shall resign, upon the selection and appointment of a successor special servicer by DLJMC; provided that DLJMC delivers to the contrary in this Agreement, servicing with respect to all or a portion of the Eligible Servicing Transfer Loans may be transferred to WMMSC under this Agreement upon written notice being delivered to the Trustee, CMMC, the Depositor, DLJMC Trustee and the Trust Administrator. Any transfer of servicing with respect to such Eligible Servicing Transfer Loans shall not require Administrator the letter set forth required in Section 7.04(a)(i) above or any consent from the Certificateholders or any other party hereto. Upon the transfer of servicing to WMMSC, such Mortgage Loans shall be serviced in accordance with the procedures WMMSC employs in servicing Mortgage Loans serviced by it under this Agreementabove.

Master Servicer and Servicer Not to Resign; Transfer of Servicing. (a) Neither the Master Servicer nor any Servicer shall resign from the obligations and duties hereby imposed on it except (i) upon appointment of a successor master servicer or successor servicer and receipt by the Trustee and the Trust Administrator of a letter from each Rating Agency that such a resignation and appointment will not result in a downgrading of the rating of any of the Certificates related to the applicable Mortgage Loans, or (ii) upon determination that its duties hereunder are no longer permissible under applicable law. Any such determination under clause (ii) permitting the resignation of the Master Servicer or a Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Trustee and the Trust Administrator. No such resignation shall become effective until the successor master servicer or successor servicer shall have assumed the Master Servicer or such Servicer’s, as applicable, responsibilities, duties, liabilities and obligations hereunder in accordance with Section 8.02 hereof. (b) Notwithstanding the foregoing, DLJMC or its transferee shall be entitled to request that the Master Servicer or a Servicer, other than WMMSC, resign and appoint a successor master servicer or successor servicer, as applicable; provided that such entity delivers to the Trustee, Trustee and the Trust Administrator and the Master Servicer the letter required in Section 7.04(a)(i) above. (c) Notwithstanding anything to the contrary in this Agreement, servicing with respect to all or a portion of the Eligible Servicing Transfer Loans may be transferred to WMMSC another Servicer under this Agreement upon written notice being delivered to the Trustee, CMMC, the Depositor, DLJMC and the Trust Administrator. Any transfer of servicing with respect to such Eligible Servicing Transfer Loans shall not require the letter set forth in Section 7.04(a)(i) above or any consent from the Certificateholders or any other party hereto. Upon the transfer of servicing to WMMSCthe replacement Servicer, such Mortgage Loans shall be serviced in accordance with the procedures WMMSC such replacement Servicer employs in servicing Mortgage Loans serviced by it under this Agreement.

Master Servicer and Servicer Not to Resign; Transfer of Servicing. (a) Neither the Master Servicer nor any Servicer shall resign from the obligations and duties hereby imposed on it except (i) upon appointment of a successor master servicer or successor servicer and receipt by the Trustee and the Trust Administrator of a letter from each Rating Agency that such a resignation and appointment will not result in a downgrading of the rating of any of the Certificates related to the applicable Mortgage Loans, or (ii) upon determination that its duties hereunder are no longer permissible under applicable law. Any such determination under clause (ii) permitting the resignation of the Master Servicer or a Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Trustee and the Trust Administrator. No such resignation shall become effective until the successor master servicer or successor servicer shall have assumed the Master Servicer or such Servicer’s, as applicable, responsibilities, duties, liabilities and obligations hereunder in accordance with Section 8.02 hereof. (b) Notwithstanding the foregoing, DLJMC or its transferee shall be entitled to request that the Master Servicer or a Servicer, other than WMMSC, resign and appoint a successor master servicer or successor servicer, as applicable; provided that such entity delivers to the Trustee, the Trust Administrator and the Master Servicer the letter required in Section 7.04(a)(i) above. Notwithstanding the foregoing, at DLJMC’s request, Fairbanks shall resign upon DLJMC’s selection and appointment of a successor servicer; provided that DLJMC delivers to the Trustee, the Trust Administrator and the Master Servicer the letter required in Section 7.04(a)(i) above. (c) Notwithstanding anything to the contrary in this Agreement, servicing with respect to all or a portion of the Eligible Servicing Transfer Loans may be transferred to WMMSC under this Agreement upon written notice being delivered to the Trustee, CMMC, the Depositor, DLJMC and the Trust Administrator. Any transfer of servicing with respect to such Eligible Servicing Transfer Loans shall not require the letter set forth in Section 7.04(a)(i) above or any consent from the Certificateholders or any other party hereto. Upon the transfer of servicing to WMMSC, such Mortgage Loans shall be serviced in accordance with the procedures WMMSC employs in servicing Mortgage Loans serviced by it under this Agreement.

Master Servicer and Servicer Not to Resign; Transfer of Servicing. (a) Neither the Master Servicer nor any Servicer shall resign from the obligations and duties hereby imposed on it except (i) upon appointment of a successor master servicer or successor servicer and receipt by the Trustee and the Trust Administrator of a letter from each Rating Agency that such a resignation and appointment will not result in a downgrading of the rating of any of the Certificates related to the applicable Mortgage Loans, or (ii) upon determination that its duties hereunder are no longer permissible under applicable law. Any such determination under clause (ii) permitting the resignation of the Master Servicer or a Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Trustee and the Trust Administrator. No such resignation shall become effective until the successor master servicer or successor servicer shall have assumed the Master Servicer or such Servicer’s, as applicable, responsibilities, duties, liabilities and obligations hereunder in accordance with Section 8.02 hereof. (b) Notwithstanding the foregoing, DLJMC or its transferee shall be entitled to request that at DLJMC’s request, so long as it is the owner of the related servicing rights, the Master Servicer Servicer, SPS, Bank of America or Xxxxx Fargo shall resign with respect to all or a portion of the Mortgage Loans serviced as Master Servicer by that Servicer, other than WMMSC, resign upon the selection and appoint appointment of a successor master servicer or successor servicer, as applicable; provided that such entity DLJMC delivers to the Trustee, Trustee and the Trust Administrator and the letter required in Section 7.04(a)(i) above. If the Master Servicer resigns pursuant to this Section 7.04(b), DLJMC shall pay the Master Servicer an amount equal to the product of (a) the Stated Principal Balance of all of the Mortgage Loans then outstanding and (b) 0.02%. (c) Notwithstanding the foregoing, if the Trust Administrator shall for any reason no longer be Trust Administrator hereunder, at DLJMC’s request, the Master Servicer shall resign, upon the selection and appointment of a successor master servicer; provided that DLJMC delivers to the Trustee and the Trust Administrator the letter required in Section 7.04(a)(i) above. (cd) Notwithstanding anything the foregoing, at DLJMC’s request, the Special Servicer shall resign, upon the selection and appointment of a successor special servicer by DLJMC; provided that DLJMC delivers to the contrary in this Agreement, servicing with respect to all or a portion of the Eligible Servicing Transfer Loans may be transferred to WMMSC under this Agreement upon written notice being delivered to the Trustee, CMMC, the Depositor, DLJMC Trustee and the Trust Administrator. Any transfer of servicing with respect to such Eligible Servicing Transfer Loans shall not require Administrator the letter set forth required in Section 7.04(a)(i) above or any consent from the Certificateholders or any other party hereto. Upon the transfer of servicing to WMMSC, such Mortgage Loans shall be serviced in accordance with the procedures WMMSC employs in servicing Mortgage Loans serviced by it under this Agreementabove.

Master Servicer and Servicer Not to Resign; Transfer of Servicing. (a) Neither the Master Servicer nor any Servicer shall resign from the obligations and duties hereby imposed on it except (i) upon appointment of a successor master servicer or successor servicer and receipt by the Trustee and the Trust Administrator of a letter from each Rating Agency that such a resignation and appointment will not result in a downgrading of the rating of any of the Certificates related to the applicable Mortgage Loans, or (ii) upon determination that its duties hereunder are no longer permissible under applicable law. Any such determination under clause (ii) permitting the resignation of the Master Servicer or a Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Trustee and the Trust Administrator. No such resignation shall become effective until the successor master servicer or successor servicer shall have assumed the Master Servicer or such Servicer’s's, as applicable, responsibilities, duties, liabilities and obligations hereunder in accordance with Section 8.02 hereof. (b) Notwithstanding the foregoing, DLJMC or its transferee shall be entitled to request that at DLJMC's request, so long as it is the owner of the related servicing rights, the Master Servicer or a ServicerSPS shall resign, other than WMMSC, resign upon the selection and appoint appointment of a successor master servicer or successor servicer, as applicable; provided that such entity DLJMC delivers to the Trustee, Trustee and the Trust Administrator and the letter required in Section 7.04(a)(i) above. Notwithstanding the foregoing, in the event that the Master Servicer is appointed as the successor servicer to SPS, the requirements of Section 7.04(a)(i) shall be waived. In connection with the foregoing, unless otherwise directed by DLJMC in writing on or prior to December 1, 2004, DLJMC hereby directs SPS to resign as Servicer hereunder and appoints the Master Servicer to service the SPS Serviced Mortgage Loans, effective as of January 1, 2005. In connection with its resignation, SPS hereby agrees to deliver to the Master Servicer on the date of its resignation a schedule setting forth all of the SPS Mortgage Loans as of such date. The Master Servicer agrees that, as of January 1, 2005, it will service the SPS Serviced Mortgage Loans, and that such loans shall constitute Wells Fargo Serviced Mortgage Loans, in accordance with the terxx xx this Agreement. If the Master Servicer resigns pursuant to this Section 7.04(b), DLJMC shall pay the Master Servicer an amount equal to the product of (a) the Stated Principal Balance of all of the Mortgage Loans then outstanding and (b) 0.02%. In connection with any resignation of SPS pursuant to this Section 7.04(b), DLJ Mortgage Capital, Inc. may designate one or more Servicers (which may be SPS's successor servicer) to act as the Terminating Entity under this Agreement. (c) [Reserved]. (d) Notwithstanding the foregoing, if the Trust Administrator shall for any reason no longer be Trust Administrator hereunder, at DLJMC's request, the Master Servicer shall resign, upon the selection and appointment of a successor master servicer; provided that DLJMC delivers to the Trustee and the Trust Administrator the letter required in Section 7.04(a)(i) above. (ce) Notwithstanding anything the foregoing, at DLJMC's request, the Special Servicer shall resign, upon the selection and appointment of a successor special servicer by DLJMC; provided that DLJMC delivers to the contrary in this Agreement, servicing with respect to all or a portion of the Eligible Servicing Transfer Loans may be transferred to WMMSC under this Agreement upon written notice being delivered to the Trustee, CMMC, the Depositor, DLJMC Trustee and the Trust Administrator. Any transfer of servicing with respect to such Eligible Servicing Transfer Loans shall not require Administrator the letter set forth required in Section 7.04(a)(i) above or any consent from the Certificateholders or any other party hereto. Upon the transfer of servicing to WMMSC, such Mortgage Loans shall be serviced in accordance with the procedures WMMSC employs in servicing Mortgage Loans serviced by it under this Agreementabove.

Master Servicer and Servicer Not to Resign; Transfer of Servicing. (a) Neither the Master Servicer nor any A Servicer shall not resign from the obligations and duties hereby imposed on it except (i) upon appointment of a successor master servicer or successor servicer and receipt by the Trustee and the Trust Administrator of a letter from each Rating Agency that such a resignation and appointment will not result in a downgrading of the rating of any of the Certificates related to the applicable Mortgage Loans, or (ii) upon determination that its duties hereunder are no longer permissible under applicable law. Any such determination under clause (ii) permitting the resignation of the Master Servicer or a Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Trustee and the Trust Administrator. No such resignation shall become effective until the successor master servicer or successor servicer shall have assumed the Master Servicer or such Servicer’s, as applicable, 's responsibilities, duties, liabilities and obligations hereunder in accordance with Section 8.02 hereof. (b) Notwithstanding the foregoing, DLJMC DLJ Mortgage Capital, Inc. or its transferee shall be entitled to request that the Master Servicer or a Servicer, other than WMMSC, resign and appoint a successor master servicer or successor servicer, as applicable; provided that such entity delivers to the Trustee, Trustee and the Trust Administrator and the Master Servicer the letter required in Section 7.04(a)(i) above. (c) Notwithstanding anything to ; and provided further, however, that the contrary in this Agreement, servicing with respect to all or a portion resignation and appointment of the Eligible Master Servicer shall be subject to, and shall in no way affect, WMMSC's right to continue to serve as the Servicer of the WMMSC Serviced Mortgage Loans, and to collect any related Servicing Transfer Loans may be transferred to WMMSC under this Agreement upon written notice being delivered to the Trustee, CMMC, the Depositor, DLJMC and the Trust Administrator. Any transfer of servicing with respect to such Eligible Servicing Transfer Loans shall not require the letter set forth in Section 7.04(a)(i) above or any consent from the Certificateholders or any other party hereto. Upon the transfer of servicing to WMMSC, Fee for such Mortgage Loans shall be serviced in accordance with the procedures WMMSC employs in servicing Mortgage Loans serviced by it under this AgreementLoans.

Master Servicer and Servicer Not to Resign; Transfer of Servicing. (a) Neither the Master Servicer nor any Servicer shall resign from the obligations and duties hereby imposed on it except (i) upon appointment of a successor master servicer or successor servicer and receipt by the Trustee and the Trust Administrator of a letter from each Rating Agency that that such a resignation and appointment will not result in a downgrading of the rating of any of the Certificates related to the applicable Mortgage Loans, or (ii) upon determination that its duties hereunder are no longer permissible under applicable law. Any such determination under clause (ii) permitting the resignation of the Master Servicer or a Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Trustee and the Trust Administrator. No such resignation shall become effective until the successor master servicer or successor servicer shall have assumed the Master Servicer or such Servicer’s, as applicable, responsibilities, duties, liabilities and obligations hereunder in accordance with Section 8.02 hereof. (b) Notwithstanding the foregoing, DLJMC or its transferee shall be entitled to request that at DLJMC’s request, so long as it is the owner of the related servicing rights, the Master Servicer or a ServicerSPS shall resign, other than WMMSC, resign upon the selection and appoint appointment of a successor master servicer or successor servicer, as applicable; provided that such entity DLJMC delivers to the Trustee, Trustee and the Trust Administrator and the letter required in Section 7.04(a)(i) above. Notwithstanding the foregoing, in the event that the Master Servicer is appointed as the successor servicer to SPS, the requirements of Section 7.04(a)(i) shall be waived. In connection with the foregoing, unless otherwise directed by DLJMC in writing on or prior to April 1, 2005, DLJMC hereby directs SPS to resign as Servicer hereunder and appoints the Master Servicer to service the SPS Serviced Mortgage Loans, effective as of April 1, 2005. In connection with its resignation, SPS hereby agrees to deliver to the Master Servicer on the date of its resignation a schedule setting forth all of the SPS Mortgage Loans as of such date. The Master Servicer agrees that, as of April 1, 2005, it will service the SPS Serviced Mortgage Loans, and that such loans shall constitute Xxxxx Fargo Serviced Mortgage Loans, in accordance with the terms of this Agreement. If the Master Servicer resigns pursuant to this Section 7.04(b), DLJMC shall pay the Master Servicer an amount equal to the product of (a) the Stated Principal Balance of all of the Mortgage Loans then outstanding and (b) 0.02%. In connection with any resignation of SPS pursuant to this Section 7.04(b), DLJ Mortgage Capital, Inc. may designate one or more Servicers (which may be SPS’s successor servicer) to act as the Terminating Entity under this Agreement. (c) [Reserved] (d) Notwithstanding the foregoing, if the Trust Administrator shall for any reason no longer be Trust Administrator hereunder, at DLJMC’s request, the Master Servicer shall resign, upon the selection and appointment of a successor master servicer; provided that DLJMC delivers to the Trustee and the Trust Administrator the letter required in Section 7.04(a)(i) above. (ce) Notwithstanding anything the foregoing, at DLJMC’s request, the Special Servicer shall resign, upon the selection and appointment of a successor special servicer by DLJMC; provided that DLJMC delivers to the contrary in this Agreement, servicing with respect to all or a portion of the Eligible Servicing Transfer Loans may be transferred to WMMSC under this Agreement upon written notice being delivered to the Trustee, CMMC, the Depositor, DLJMC Trustee and the Trust Administrator. Any transfer of servicing with respect to such Eligible Servicing Transfer Loans shall not require Administrator the letter set forth required in Section 7.04(a)(i) above or any consent from the Certificateholders or any other party hereto. Upon the transfer of servicing to WMMSC, such Mortgage Loans shall be serviced in accordance with the procedures WMMSC employs in servicing Mortgage Loans serviced by it under this Agreementabove.

Master Servicer and Servicer Not to Resign; Transfer of Servicing. (a) Neither the Master Servicer nor any Servicer shall resign from the obligations and duties hereby imposed on it except (i) upon appointment of a successor master servicer or successor servicer and receipt by the Trustee and the Trust Administrator of a letter from each Rating Agency that such a resignation and appointment will not result in a downgrading of the rating of any of the Certificates related to the applicable Mortgage Loans, or (ii) upon determination that its duties hereunder are no longer permissible under applicable law. Any such determination under clause (ii) permitting the resignation of the Master Servicer or a Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Trustee and the Trust Administrator. No such resignation shall become effective until the successor master servicer or successor servicer shall have assumed the Master Servicer or such Servicer’s, as applicable, responsibilities, duties, liabilities and obligations hereunder in accordance with Section 8.02 hereof. (b) Notwithstanding the foregoing, DLJMC or its transferee shall be entitled to request that at DLJMC’s request, so long as it is the owner of the related servicing rights, the Master Servicer or a Servicer, other than WMMSCFairbanks or GreenPoint shall resign, resign upon the selection and appoint appointment of a successor master servicer or successor servicer, as applicable; provided that such entity DLJMC delivers to the Trustee, Trustee and the Trust Administrator and the letter required in Section 7.04(a)(i) above. If the Master Servicer resigns pursuant to this Section 7.04(b), DLJMC shall pay the Master Servicer an amount equal to the product of (a) the Stated Principal Balance of all Mortgage Loans, other than the WMMSC Serviced Mortgage Loans, then outstanding and (b) 0.02%. (c) Notwithstanding the foregoing, if the Trust Administrator shall for any reason no longer be Trust Administrator hereunder, at DLJMC’s request, the Master Servicer shall resign, upon the selection and appointment of a successor master servicer; provided that DLJMC delivers to the Trustee and the Trust Administrator the letter required in Section 7.04(a)(i) above. (c) Notwithstanding anything to the contrary in this Agreement, servicing with respect to all or a portion of the Eligible Servicing Transfer Loans may be transferred to WMMSC under this Agreement upon written notice being delivered to the Trustee, CMMC, the Depositor, DLJMC and the Trust Administrator. Any transfer of servicing with respect to such Eligible Servicing Transfer Loans shall not require the letter set forth in Section 7.04(a)(i) above or any consent from the Certificateholders or any other party hereto. Upon the transfer of servicing to WMMSC, such Mortgage Loans shall be serviced in accordance with the procedures WMMSC employs in servicing Mortgage Loans serviced by it under this Agreement.

Master Servicer and Servicer Not to Resign; Transfer of Servicing. (a) Neither the Master Servicer nor any Servicer shall resign from the obligations and duties hereby imposed on it except (i) upon appointment of a successor master servicer or successor servicer and receipt by the Trustee and the Trust Administrator of a letter from each Rating Agency that that such a resignation and appointment will not result in a downgrading of the rating of any of the Certificates related to the applicable Mortgage Loans, or (ii) upon determination that its duties hereunder are no longer permissible under applicable law. Any such determination under clause (ii) permitting the resignation of the Master Servicer or a Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Trustee and the Trust Administrator. No such resignation shall become effective until the successor master servicer or successor servicer shall have assumed the Master Servicer or such Servicer’s, as applicable, responsibilities, duties, liabilities and obligations hereunder in accordance with Section 8.02 hereof. (b) Notwithstanding the foregoing, DLJMC or its transferee shall be entitled to request that at DLJMC’s request, so long as it is the owner of the related servicing rights, the Master Servicer or a ServicerSPS shall resign, other than WMMSC, resign upon the selection and appoint appointment of a successor master servicer or successor servicer, as applicable; provided provided, that DLJMC delivers to the Trustee and the Trust Administrator the letter required in Section 7.04(a)(i) above. Notwithstanding the foregoing, in the event that the Master Servicer is appointed as the successor servicer to SPS, the requirements of Section 7.04(a)(i) shall be waived. In connection with the foregoing, unless otherwise directed by DLJMC in writing on or prior to the first day of the second month following the Closing Date, DLJMC hereby directs SPS to resign as Servicer hereunder and appoints the Master Servicer to service the SPS Serviced Mortgage Loans, effective as of the first day of the third month following the Closing Date. In connection with its resignation, SPS hereby agrees to deliver to the Master Servicer on the date of its resignation a schedule setting forth all of the SPS Mortgage Loans as of such date. The Master Servicer agrees that, as of the first day of the third month following the Closing Date, it will service the SPS Serviced Mortgage Loans, and that such entity delivers loans shall constitute Xxxxx Fargo Serviced Mortgage Loans, in accordance with the terms of this Agreement. If the Master Servicer resigns pursuant to this Section 7.04(b), DLJMC shall pay the Master Servicer an amount equal to the product of (a) the Stated Principal Balance of all of the Mortgage Loans then outstanding and (b) 0.02%. In connection with any resignation of SPS pursuant to this Section 7.04(b), DLJ Mortgage Capital, Inc. may designate one or more Servicers (which may be SPS’s successor servicer) to act as the Terminating Entity under this Agreement. (c) Notwithstanding clause (b) above, the Terminating Entity can be changed by amendment without the consent of Certificateholders, the Trustee, the Master Servicer, the Back-Up Servicer, the Trust Administrator, the Special Servicer or the Servicers; provided, that in the event that the Terminating Entity is someone other than a Servicer, that party will represent that one of the following will be true and correct: (i) the exercise of such option shall not result in a non-exempt prohibited transaction under ERISA or section 4975 of the Code or (ii) such party is (A) not a party in interest with respect to any employee benefit plan or arrangement subject to Section 406 of ERISA or Section 4975 of the Code, or a person using the assets of any such plan or arrangement (other than a plan sponsored or maintained by the party, provided that no assets of such plan are invested or deemed to be invested in the Certificates) and (B) not a “benefit plan investor.” (d) Notwithstanding the foregoing, if the Trust Administrator and shall for any reason no longer be Trust Administrator hereunder, at DLJMC’s request, the Master Servicer shall resign, upon the selection and appointment of a successor master servicer; provided, that DLJMC delivers to the Trustee and the Trust Administrator the letter required in Section 7.04(a)(i) above. (ce) Notwithstanding anything the foregoing, at DLJMC’s request, the Special Servicer shall resign, upon the selection and appointment of a successor special servicer by DLJMC; provided, that DLJMC delivers to the contrary in this Agreement, servicing with respect to all or a portion of the Eligible Servicing Transfer Loans may be transferred to WMMSC under this Agreement upon written notice being delivered to the Trustee, CMMC, the Depositor, DLJMC Trustee and the Trust Administrator. Any transfer of servicing with respect to such Eligible Servicing Transfer Loans shall not require Administrator the letter set forth required in Section 7.04(a)(i) above or any consent from the Certificateholders or any other party hereto. Upon the transfer of servicing to WMMSC, such Mortgage Loans shall be serviced in accordance with the procedures WMMSC employs in servicing Mortgage Loans serviced by it under this Agreementabove.

Master Servicer and Servicer Not to Resign; Transfer of Servicing. (a) Neither the Master Servicer nor any Servicer shall resign from the obligations and duties hereby imposed on it except (i) upon appointment of a successor master servicer or successor servicer and receipt by the Trustee and the Trust Administrator of a letter from each Rating Agency that such a resignation and appointment will not result in a downgrading of the rating of any of the Certificates related to the applicable Mortgage Loans; provided that no such letter shall be required to the extent that Olympus resigns and Fairbanks Capital Corp. is appointed as successor servicer to Olympus, or (ii) upon determination that its duties hereunder are no longer permissible under applicable law. Any such determination under clause (ii) permitting the resignation of the Master Servicer or a Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Trustee and the Trust Administrator. No such resignation shall become effective until the successor master servicer or successor servicer shall have assumed the Master Servicer or such Servicer’s, as applicable, responsibilities, duties, liabilities and obligations hereunder in accordance with Section 8.02 hereof. (b) Notwithstanding the foregoing, DLJMC or its transferee shall be entitled to request that the Master Servicer or a Servicer, other than WMMSC, resign and appoint a successor master servicer or successor servicer, as applicable; provided that such entity delivers to the Trustee, Trustee and the Trust Administrator and the Master Servicer the letter required in Section 7.04(a)(i) above. (c) Notwithstanding anything ; provided, further, that such entity shall not be required to deliver such letter to the contrary in this Agreement, servicing with respect to all Trustee or a portion of the Eligible Servicing Transfer Loans may be transferred to WMMSC under this Agreement upon written notice being delivered Trust Administrator to the Trustee, CMMC, the Depositor, DLJMC extent that Olympus resigns and the Trust Administrator. Any transfer of servicing with respect Fairbanks Capital Corp. is appointed as successor servicer to such Eligible Servicing Transfer Loans shall not require the letter set forth in Section 7.04(a)(i) above or any consent from the Certificateholders or any other party hereto. Upon the transfer of servicing to WMMSC, such Mortgage Loans shall be serviced in accordance with the procedures WMMSC employs in servicing Mortgage Loans serviced by it under this AgreementOlympus.

Master Servicer and Servicer Not to Resign; Transfer of Servicing. (a) Neither the Master Servicer nor any Servicer shall resign from the obligations and duties hereby imposed on it except (i) upon appointment of a successor master servicer or successor servicer and receipt by the Trustee and the Trust Administrator of a letter from each Rating Agency that such a resignation and appointment will not result in a downgrading of the rating of any of the Certificates related to the applicable Mortgage Loans, or (ii) upon determination that its duties hereunder are no longer permissible under applicable law. Any such determination under clause (ii) permitting the resignation of the Master Servicer or a Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Trustee and the Trust Administrator. No such resignation shall become effective until the successor master servicer or successor servicer shall have assumed the Master Servicer or such Servicer’s's, as applicable, responsibilities, duties, liabilities and obligations hereunder in accordance with Section 8.02 hereof. (b) Notwithstanding the foregoing, DLJMC or its transferee shall be entitled to request that at DLJMC's request, so long as it is the owner of the related servicing rights, the Master Servicer or a Servicer, other than WMMSCSPS or GreenPoint shall resign, resign upon the selection and appoint appointment of a successor master servicer or successor servicer, as applicable; provided that such entity DLJMC delivers to the Trustee, Trustee and the Trust Administrator and the Master Servicer the letter required in Section 7.04(a)(i) above. Notwithstanding the foregoing, in the event that the Master Servicer is appointed as the successor servicer to SPS or GreenPoint, the requirements of Section 7.04(a)(i) shall be waived. If the Master Servicer resigns pursuant to this Section 7.04(b), DLJMC shall pay the Master Servicer an amount equal to the product of (a) the Stated Principal Balance of all of the Mortgage Loans other than the WMMSC Serviced Loans then outstanding and (b) 0.02%. In connection with any resignation of SPS pursuant to this Section 7.04(b), DLJ Mortgage Capital, Inc. may designate one or more Servicers (which may be SPS's successor servicer) to act as the Terminating Entity under this Agreement. (c) Notwithstanding anything to the contrary in this Agreement, servicing with respect to all or a portion of the Eligible Servicing Transfer Loans may be transferred to WMMSC under this Agreement upon written notice being delivered to the Trustee, CMMCthe Master Servicer, the Depositor, DLJMC and the Trust Administrator. Any transfer of servicing with respect to such Eligible Servicing Transfer Loans shall not require the letter set forth in Section 7.04(a)(i) above or any consent from the Certificateholders or any other party hereto. Upon the transfer of servicing to WMMSC, such Mortgage Loans shall be serviced in accordance with the procedures WMMSC employs in servicing Mortgage Loans serviced by it under this Agreement. (d) Notwithstanding the foregoing, if the Trust Administrator shall for any reason no longer be Trust Administrator hereunder, at DLJMC's request, the Master Servicer shall resign, upon the selection and appointment of a successor master servicer; provided that DLJMC delivers to the Trustee and the Trust Administrator the letter required in Section 7.04(a)(i) above. (e) Notwithstanding the foregoing, at DLJMC's request, the Special Servicer shall resign, upon the selection and appointment of a successor special servicer by DLJMC; provided that DLJMC delivers to the Trustee and the Trust Administrator the letter required in Section 7.04(a)(i) above.

Master Servicer and Servicer Not to Resign; Transfer of Servicing. (a) Neither the Master Servicer nor any Servicer shall resign from the obligations and duties hereby imposed on it except (i) upon appointment of a successor master servicer or successor servicer and receipt by the Trustee and the Trust Administrator of a letter from each Rating Agency that such a resignation and appointment will not result in a downgrading of the rating of any of the Certificates related to the applicable Mortgage Loans, or (ii) upon determination that its duties hereunder are no longer permissible under applicable law. Any such determination under clause (ii) permitting the resignation of the Master Servicer or a Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Trustee and the Trust Administrator. No such resignation shall become effective until the successor master servicer or successor servicer shall have assumed the Master Servicer or such Servicer’s's, as applicable, responsibilities, duties, liabilities and obligations hereunder in accordance with Section 8.02 hereof. (b) Notwithstanding the foregoing, DLJMC or its transferee shall be entitled to request that at DLJMC's request, so long as it is the owner of the related servicing rights, the Master Servicer or a ServicerSPS shall resign, other than WMMSC, resign upon the selection and appoint appointment of a successor master servicer or successor servicer, as applicable; provided that such entity DLJMC delivers to the Trustee, Trustee and the Trust Administrator and the letter required in Section 7.04(a)(i) above. Notwithstanding the foregoing, in the event that the Master Servicer is appointed as the successor servicer to SPS, the requirements of Section 7.04(a)(i) shall be waived. In connection with the foregoing, unless otherwise directed by DLJMC in writing on or prior to February 1, 2005, DLJMC hereby directs SPS to resign as Servicer hereunder and appoints the Master Servicer to service the SPS Serviced Mortgage Loans, effective as of March 1, 2005. In connection with its resignation, SPS hereby agrees to deliver to the Master Servicer on the date of its resignation a schedule setting forth all of the SPS Mortgage Loans as of such date. The Master Servicer agrees that, as of March 1, 2005, it will service the SPS Serviced Mortgage Loans, and that such loans shall constitute Wxxxx Fargo Serviced Mortgage Loans, in accordance with the terms of this Agreement. If the Master Servicer resigns pursuant to this Section 7.04(b), DLJMC shall pay the Master Servicer an amount equal to the product of (a) the Stated Principal Balance of all of the Mortgage Loans then outstanding and (b) 0.02%. In connection with any resignation of SPS pursuant to this Section 7.04(b), DLJ Mortgage Capital, Inc. may designate one or more Servicers (which may be SPS's successor servicer) to act as the Terminating Entity under this Agreement. (c) [Reserved] (d) Notwithstanding the foregoing, if the Trust Administrator shall for any reason no longer be Trust Administrator hereunder, at DLJMC's request, the Master Servicer shall resign, upon the selection and appointment of a successor master servicer; provided that DLJMC delivers to the Trustee and the Trust Administrator the letter required in Section 7.04(a)(i) above. (ce) Notwithstanding anything the foregoing, at DLJMC's request, the Special Servicer shall resign, upon the selection and appointment of a successor special servicer by DLJMC; provided that DLJMC delivers to the contrary in this Agreement, servicing with respect to all or a portion of the Eligible Servicing Transfer Loans may be transferred to WMMSC under this Agreement upon written notice being delivered to the Trustee, CMMC, the Depositor, DLJMC Trustee and the Trust Administrator. Any transfer of servicing with respect to such Eligible Servicing Transfer Loans shall not require Administrator the letter set forth required in Section 7.04(a)(i) above or any consent from the Certificateholders or any other party hereto. Upon the transfer of servicing to WMMSC, such Mortgage Loans shall be serviced in accordance with the procedures WMMSC employs in servicing Mortgage Loans serviced by it under this Agreementabove.

Master Servicer and Servicer Not to Resign; Transfer of Servicing. (a) Neither the Master Servicer nor any Servicer shall resign from the obligations and duties hereby imposed on it except (i) upon appointment of a successor master servicer or successor servicer and receipt by the Trustee and the Trust Administrator of a letter from each Rating Agency that such a resignation and appointment will not result in a downgrading of the rating of any of the Certificates related to the applicable Mortgage Loans, or (ii) upon determination that its duties hereunder are no longer permissible under applicable law. Any such determination under clause (ii) permitting the resignation of the a Master Servicer or a Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Trustee and the Trust Administrator. No such resignation shall become effective until the successor master servicer or successor servicer shall have assumed the such Master Servicer Servicer’s or such Servicer’s, as applicable, responsibilities, duties, liabilities and obligations hereunder in accordance with Section 8.02 hereof. (b) Notwithstanding the foregoing, DLJMC or its transferee shall be entitled to request that at DLJMC’s request, so long as it is the owner of the related servicing rights, the related Master Servicer or a Servicer, other than WMMSCFairbanks or GreenPoint shall resign, resign upon the selection and appoint appointment of a successor master servicer or successor servicer, as applicable; provided that such entity DLJMC delivers to the Trustee, Trustee and the Trust Administrator and the Master Servicer the letter required in Section 7.04(a)(i) above. If Xxxxx Fargo, as a Master Servicer resigns pursuant to this Section 7.04(b), DLJMC shall pay Xxxxx Fargo an amount equal to the product of (a) the Stated Principal Balance of all of the Mortgage Loans other than the WMMSC Serviced Loans and IndyMac Serviced Mortgage Loans then outstanding and (b) 0.02%. In connection with any resignation of Fairbanks pursuant to this Section 7.04(b), DLJ Mortgage Capital, Inc. may designate one or more Servicers (which may be Xxxxxxxx’x successor servicer) to act as the Terminating Entity under this Agreement. (c) Notwithstanding anything to the contrary in this Agreement, servicing with respect to all or a portion of the Eligible Servicing Transfer Loans may be transferred to WMMSC under this Agreement upon written notice being delivered to the Trustee, CMMCeach Master Servicer, the Depositor, DLJMC and the Trust Administrator. Any transfer of servicing with respect to such Eligible Servicing Transfer Loans shall not require the letter set forth in Section 7.04(a)(i) above or any consent from the Certificateholders or any other party hereto. Upon the transfer of servicing to WMMSC, such Mortgage Loans shall be serviced in accordance with the procedures WMMSC employs in servicing Mortgage Loans serviced by it under this Agreement. (d) Notwithstanding the foregoing, if the Trust Administrator shall for any reason no longer be Trust Administrator hereunder, at DLJMC’s request, Xxxxx Fargo, as a Master Servicer shall resign, upon the selection and appointment of a successor master servicer; provided that DLJMC delivers to the Trustee and the Trust Administrator the letter required in Section 7.04(a)(i) above. (e) Notwithstanding the foregoing, at DLJMC’s request, the Special Servicer shall resign, upon the selection and appointment of a successor special servicer by DLJMC; provided that DLJMC delivers to the Trustee and the Trust Administrator the letter required in Section 7.04(a)(i) above.

Master Servicer and Servicer Not to Resign; Transfer of Servicing. (a) Neither the Master Servicer nor any Servicer shall resign from the obligations and duties hereby imposed on it except (i) upon appointment of a successor master servicer or successor servicer and receipt by the Trustee and the Trust Administrator of a letter from each Rating Agency that such a resignation and appointment will not result in a downgrading of the rating of any of the Certificates related to the applicable Mortgage Loans, ; provided that no such letter shall be required to the extent Olympus resigns and Fairbanks Capital Corp. is appointed as successor servicer to Olympus or (ii) upon determination that its duties hereunder are no longer permissible under applicable law. Any such determination under clause (ii) permitting the resignation of the Master Servicer or a Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Trustee and the Trust Administrator. No such resignation shall become effective until the successor master servicer or successor servicer shall have assumed the Master Servicer or such Servicer’s, as applicable, responsibilities, duties, liabilities and obligations hereunder in accordance with Section 8.02 hereof. (b) Notwithstanding the foregoing, DLJMC DLJ Mortgage Capital, Inc. or its transferee shall be entitled to request that the Master Servicer or a Servicer, other than WMMSCWMMSC or Bank of America, resign and appoint a successor master servicer or successor servicer, as applicable; provided that such entity delivers to the Trustee, Trustee and the Trust Administrator and the Master Servicer the letter required in Section 7.04(a)(i) above. (c) Notwithstanding anything ; provided, further, that such entity shall not be required to deliver such letter to the contrary in this Agreement, servicing with respect to all Trustee or a portion of the Eligible Servicing Transfer Loans may be transferred to WMMSC under this Agreement upon written notice being delivered Trust Administrator to the Trustee, CMMC, the Depositor, DLJMC extent that Olympus resigns and the Trust Administrator. Any transfer of servicing with respect Fairbanks Capital Corp. is appointed as successor servicer to such Eligible Servicing Transfer Loans shall not require the letter set forth in Section 7.04(a)(i) above or any consent from the Certificateholders or any other party hereto. Upon the transfer of servicing to WMMSC, such Mortgage Loans shall be serviced in accordance with the procedures WMMSC employs in servicing Mortgage Loans serviced by it under this AgreementOlympus.

Master Servicer and Servicer Not to Resign; Transfer of Servicing. (a) Neither the Master Servicer nor any Servicer shall resign from the obligations and duties hereby imposed on it except (i) upon appointment of a successor master servicer or successor servicer and receipt by the Trustee and the Trust Administrator of a letter from each Rating Agency that such a resignation and appointment will not result in a downgrading of the rating of any of the Certificates related to the applicable Mortgage Loans, or (ii) upon determination that its duties hereunder are no longer permissible under applicable law. Any such determination under clause (ii) permitting the resignation of the Master Servicer or a Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Trustee and the Trust Administrator. No such resignation shall become effective until the successor master servicer or successor servicer shall have assumed the Master Servicer or such Servicer’s, as applicable, responsibilities, duties, liabilities and obligations hereunder in accordance with Section 8.02 hereof. In connection with any resignation of SPS pursuant to this Section 7.04(b), DLJMC may designate one or more Servicers (which may be SPS’ successor servicer) to act as the Terminating Entity under this Agreement. (b) Notwithstanding the foregoing, DLJMC or its transferee shall be entitled to request that at DLJMC’s request, so long as it is the owner of the related servicing rights, the Master Servicer or a Servicer, other than WMMSCSPS, resign Xxxxx Fargo or GreenPoint shall resign, upon the selection and appoint appointment of a successor master servicer or successor servicer, as applicable; provided that such entity DLJMC delivers to the Trustee, Trustee and the Trust Administrator and the letter required in Section 7.04(a)(i) above. If the Master Servicer resigns pursuant to this Section 7.04(b), DLJMC shall pay the Master Servicer an amount equal to the product of (a) the Stated Principal Balance of all of the Mortgage Loans, other than the WMMSC Serviced Mortgage Loans, then outstanding and (b) 0.02%. (c) Notwithstanding the foregoing, if the Trust Administrator shall for any reason no longer be Trust Administrator hereunder, at DLJMC’s request, the Master Servicer shall resign, upon the selection and appointment of a successor master servicer; provided that DLJMC delivers to the Trustee and the Trust Administrator the letter required in Section 7.04(a)(i) above. (cd) Notwithstanding anything the foregoing, at DLJMC’s request, the Special Servicer shall resign, upon the selection and appointment of a successor special servicer by DLJMC; provided that DLJMC delivers to the contrary in this Agreement, servicing with respect to all or a portion of the Eligible Servicing Transfer Loans may be transferred to WMMSC under this Agreement upon written notice being delivered to the Trustee, CMMC, the Depositor, DLJMC Trustee and the Trust Administrator. Any transfer of servicing with respect to such Eligible Servicing Transfer Loans shall not require Administrator the letter set forth required in Section 7.04(a)(i) above or any consent from the Certificateholders or any other party hereto. Upon the transfer of servicing to WMMSC, such Mortgage Loans shall be serviced in accordance with the procedures WMMSC employs in servicing Mortgage Loans serviced by it under this Agreementabove.

Master Servicer and Servicer Not to Resign; Transfer of Servicing. (a) Neither the Master Servicer nor any Servicer shall resign from the obligations and duties hereby imposed on it except (i) upon appointment of a successor master servicer or successor servicer and receipt by the Trustee and the Trust Administrator of a letter from each Rating Agency that such a resignation and appointment will not result in a downgrading of the rating of any of the Certificates related to the applicable Mortgage Loans, or (ii) upon determination that its duties hereunder are no longer permissible under applicable law. Any such determination under clause (ii) permitting the resignation of the Master Servicer or a Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Trustee and the Trust Administrator. No such resignation shall become effective until the successor master servicer or successor servicer shall have assumed the Master Servicer or such Servicer’s, as applicable, responsibilities, duties, liabilities and obligations hereunder in accordance with Section 8.02 hereof. (b) Notwithstanding the foregoing, DLJMC or its transferee shall be entitled to request that the Master Servicer or a Servicer, other than WMMSCWMMSC and Bank of America, resign and appoint a successor master servicer or successor servicer, as applicable; provided that such entity delivers to the Trustee, Trustee and the Trust Administrator and the Master Servicer the letter required in Section 7.04(a)(i) above. (c) Notwithstanding anything to the contrary in this Agreement, servicing with respect to all or a portion of the Eligible Servicing Transfer Loans may be transferred to WMMSC another Servicer under this Agreement upon written notice being delivered to the Trustee, CMMC, the Depositor, DLJMC and the Trust Administrator. Any transfer of servicing with respect to such Eligible Servicing Transfer Loans shall not require the letter set forth in Section 7.04(a)(i) above or any consent from the Certificateholders or any other party hereto. Upon the transfer of servicing to WMMSCthe replacement Servicer, such Mortgage Loans shall be serviced in accordance with the procedures WMMSC such replacement Servicer employs in servicing Mortgage Loans serviced by it under this Agreement.

Master Servicer and Servicer Not to Resign; Transfer of Servicing. (a) Neither the Master Servicer nor any Servicer shall resign from the obligations and duties hereby imposed on it except (i) upon appointment of a successor master servicer or successor servicer and receipt by the Trustee and the Trust Administrator of a letter from each Rating Agency that such a resignation and appointment will not result in a downgrading of the rating of any of the Certificates related to the applicable Mortgage Loans, or (ii) upon determination that its duties hereunder are no longer permissible under applicable law. Any such determination under clause (ii) permitting the resignation of the Master Servicer or a Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Trustee and the Trust Administrator. No such resignation shall become effective until the successor master servicer or successor servicer shall have assumed the Master Servicer or such Servicer’s, as applicable, responsibilities, duties, liabilities and obligations hereunder in accordance with Section 8.02 hereof. (b) Notwithstanding the foregoing, DLJMC or its transferee shall be entitled to request that at DLJMC’s request, so long as it is the owner of the related servicing rights, the Master Servicer or a Servicer, other than WMMSCFairbanks or GreenPoint shall resign, resign upon the selection and appoint appointment of a successor master servicer or successor servicer, as applicable; provided that such entity DLJMC delivers to the Trustee, Trustee and the Trust Administrator and the Master Servicer the letter required in Section 7.04(a)(i) above. If the Master Servicer resigns pursuant to this Section 7.04(b), DLJMC shall pay the Master Servicer an amount equal to the product of (a) the Stated Principal Balance of the GreenPoint Mortgage Loans and the Fairbanks Mortgage Loans then outstanding and (b) 0.02%. (c) Notwithstanding anything to the contrary in this Agreement, servicing with respect to all or a portion of the Eligible Servicing Transfer Loans may be transferred to WMMSC under this Agreement upon written notice being delivered to the Trustee, CMMCthe Master Servicer, the Depositor, DLJMC and the Trust Administrator. Any transfer of servicing with respect to such Eligible Servicing Transfer Loans shall not require the letter set forth in Section 7.04(a)(i) above or any consent from the Certificateholders or any other party hereto. Upon the transfer of servicing to WMMSC, such Mortgage Loans shall be serviced in accordance with the procedures WMMSC employs in servicing Mortgage Loans serviced by it under this Agreement. (d) Notwithstanding the foregoing, if the Trust Administrator shall for any reason no longer be Trust Administrator hereunder, at DLJMC’s request, the Master Servicer shall resign, upon the selection and appointment of a successor master servicer; provided that DLJMC delivers to the Trustee and the Trust Administrator the letter required in Section 7.04(a)(i) above.

Master Servicer and Servicer Not to Resign; Transfer of Servicing. (a) Neither the Master Servicer nor any Servicer shall resign from the obligations and duties hereby imposed on it except (i) upon appointment of a successor master servicer or successor servicer and receipt by the Trustee and the Trust Administrator of a letter from each Rating Agency that such a resignation and appointment will not result in a downgrading of the rating of any of the Certificates related to the applicable Mortgage Loans, or (ii) upon determination that its duties hereunder are no longer permissible under applicable law. Any such determination under clause (ii) permitting the resignation of the Master Servicer or a Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Trustee and the Trust Administrator. No such resignation shall become effective until the successor master servicer or successor servicer shall have assumed the Master Servicer or such Servicer’s, as applicable, responsibilities, duties, liabilities and obligations hereunder in accordance with Section 8.02 hereof. In connection with any resignation of Fairbanks pursuant to this Section 7.04(b), DLJMC may designate one or more Servicers (which may be Fairbanks’ successor servicer) to act as the Terminating Entity under this Agreement. (b) Notwithstanding the foregoing, DLJMC or its transferee shall be entitled to request that at DLJMC’s request, so long as it is the owner of the related servicing rights, the Master Servicer or a Servicer, other than WMMSCFairbanks or GreenPoint shall resign, resign upon the selection and appoint appointment of a successor master servicer or successor servicer, as applicable; provided that such entity DLJMC delivers to the Trustee, Trustee and the Trust Administrator and the letter required in Section 7.04(a)(i) above. If the Master Servicer resigns pursuant to this Section 7.04(b), DLJMC shall pay the Master Servicer an amount equal to the product of (a) the Stated Principal Balance of all of the Mortgage Loans, other than the WMMSC Serviced Mortgage Loans, then outstanding and (b) 0.02%. (c) Notwithstanding the foregoing, if the Trust Administrator shall for any reason no longer be Trust Administrator hereunder, at DLJMC’s request, the Master Servicer shall resign, upon the selection and appointment of a successor master servicer; provided that DLJMC delivers to the Trustee and the Trust Administrator the letter required in Section 7.04(a)(i) above. (cd) Notwithstanding anything the foregoing, at DLJMC’s request, the Special Servicer shall resign, upon the selection and appointment of a successor special servicer by DLJMC; provided that DLJMC delivers to the contrary in this Agreement, servicing with respect to all or a portion of the Eligible Servicing Transfer Loans may be transferred to WMMSC under this Agreement upon written notice being delivered to the Trustee, CMMC, the Depositor, DLJMC Trustee and the Trust Administrator. Any transfer of servicing with respect to such Eligible Servicing Transfer Loans shall not require Administrator the letter set forth required in Section 7.04(a)(i) above or any consent from the Certificateholders or any other party hereto. Upon the transfer of servicing to WMMSC, such Mortgage Loans shall be serviced in accordance with the procedures WMMSC employs in servicing Mortgage Loans serviced by it under this Agreementabove.

Master Servicer and Servicer Not to Resign; Transfer of Servicing. (a) Neither the Master Servicer nor any Servicer shall resign from the obligations and duties hereby imposed on it except (i) upon appointment of a successor master servicer or successor servicer and receipt by the Trustee and the Trust Administrator of a letter from each Rating Agency that such a resignation and appointment will not result in a downgrading of the rating of any of the Certificates (with respect to the Class I-A-5 Certificates, without regard to the Class I-A-5 Policy) related to the applicable Mortgage Loans, or (ii) upon determination that its duties hereunder are no longer permissible under applicable law. Any such determination under clause (ii) permitting the resignation of the Master Servicer or a Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Trustee Trustee, the Class I-A-5 Insurer and the Trust Administrator. No such resignation shall become effective until the successor master servicer or successor servicer shall have assumed the Master Servicer or such Servicer’s, as applicable, responsibilities, duties, liabilities and obligations hereunder in accordance with Section 8.02 hereof. In connection with any resignation of SPS pursuant to this Section 7.04(a) or Section 7.04 (b), DLJMC may designate one or more Servicers (which may be SPS’ successor servicer) to act as the Terminating Entity under this Agreement. (b) Notwithstanding the foregoing, DLJMC or its transferee shall be entitled to request that at DLJMC’s request, so long as it is the owner of the related servicing rights, the Master Servicer or a Servicer, other than WMMSCSPS, resign GreenPoint or Xxxxx Fargo shall resign, upon the selection and appoint appointment of a successor master servicer or successor servicer, as applicable; provided that such entity DLJMC delivers to the Trustee, Trustee and the Trust Administrator and the letter required in Section 7.04(a)(i) above. If the Master Servicer resigns pursuant to this Section 7.04(b), DLJMC shall pay the Master Servicer an amount equal to the product of (a) the Stated Principal Balance of all of the Mortgage Loans then outstanding and (b) 0.02%. With respect to any Xxxxx Fargo Serviced PP/ES Mortgage Loan, to the extent that the compensation of any successor servicer to Xxxxx Fargo with respect to such Mortgage Loan is calculated using a rate exceeding the then-current Xxxxx Fargo Subservicing Fee Rate with respect to such Mortgage Loan, each Holder of a Class ES Certificate hereby agrees to a decrease in the Excess Servicing Fee Rate with respect to such Mortgage Loan in an amount equal to such excess. With respect to any Xxxxx Fargo Serviced PP/ES Mortgage Loan, to the extent that the compensation of any successor servicer to Xxxxx Fargo with respect to such Mortgage Loan includes Ancillary Income, each Holder of a Class ES Certificate hereby agrees that such Holder’s right to receive Ancillary Income with respect to such Mortgage Loan shall be decreased in an amount equal to the amount of Ancillary Income payable to the successor servicer with respect to such Mortgage Loan. To the extent that DLJMC is no longer the owner of the servicing rights with respect to any Xxxxx Fargo Serviced PP/ES Mortgage Loan, each Holder of a Class ES Certificate hereby agrees that such Holder’s right to receive the Excess Servicing Fee and Ancillary Income with respect to such Mortgage Loan will be extinguished in full. With respect to any SPS Serviced Mortgage Loan, to the extent that the compensation of any successor servicer to SPS with respect to such Mortgage Loan is calculated using a rate exceeding the then-current SPS Subservicing Fee Rate with respect to such Mortgage Loan, each Holder of a Class ES Certificate hereby agrees to a decrease in the Excess Servicing Fee Rate with respect to such Mortgage Loan in an amount equal to such excess. With respect to any SPS Serviced Mortgage Loan, to the extent that the compensation of any successor servicer to SPS with respect to such Mortgage Loan includes Ancillary Income, each Holder of a Class ES Certificate hereby agrees that such Holder’s right to receive Ancillary Income with respect to such Mortgage Loan shall be decreased in an amount equal to the amount of Ancillary Income payable to the successor servicer with respect to such Mortgage Loan. To the extent that DLJMC is no longer the owner of the servicing rights with respect to any SPS Serviced Mortgage Loan, each Holder of a Class ES Certificate hereby agrees that such Holder’s right to receive the Excess Servicing Fee and Ancillary Income with respect to such Mortgage Loan will be extinguished in full. (c) Notwithstanding the foregoing, if the Trust Administrator shall for any reason no longer be Trust Administrator hereunder, at DLJMC’s request, the Master Servicer shall resign, upon the selection and appointment of a successor master servicer; provided that DLJMC delivers to the Trustee and the Trust Administrator the letter required in Section 7.04(a)(i) above. (cd) Notwithstanding anything the foregoing, at DLJMC’s request, the Special Servicer shall resign, upon the selection and appointment of a successor special servicer by DLJMC; provided that DLJMC delivers to the contrary in this Agreement, servicing with respect to all or a portion of the Eligible Servicing Transfer Loans may be transferred to WMMSC under this Agreement upon written notice being delivered to the Trustee, CMMC, the Depositor, DLJMC Trustee and the Trust Administrator. Any transfer of servicing with respect to such Eligible Servicing Transfer Loans shall not require Administrator the letter set forth required in Section 7.04(a)(i) above or any consent from the Certificateholders or any other party hereto. Upon the transfer of servicing to WMMSC, such Mortgage Loans shall be serviced in accordance with the procedures WMMSC employs in servicing Mortgage Loans serviced by it under this Agreementabove.

Master Servicer and Servicer Not to Resign; Transfer of Servicing. (a) Neither the Master Servicer nor any Servicer shall resign from the obligations and duties hereby imposed on it except (i) upon appointment of a successor master servicer or successor servicer and receipt by the Trustee and the Trust Administrator of a letter from each Rating Agency that such a resignation and appointment will not result in a downgrading of the rating of any of the Certificates related to the applicable Mortgage Loans, or (ii) upon determination that its duties hereunder are no longer permissible under applicable law. Any such determination under clause (ii) permitting the resignation of the Master Servicer or a Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Trustee and the Trust Administrator. No such resignation shall become effective until the successor master servicer or successor servicer shall have assumed the Master Servicer or such Servicer’s's, as applicable, responsibilities, duties, liabilities and obligations hereunder in accordance with Section 8.02 hereof. (b) Notwithstanding the foregoing, DLJMC or its transferee shall be entitled to request that at DLJMC's request, so long as it is the owner of the related servicing rights, the Master Servicer or a ServicerSPS shall resign, other than WMMSC, resign upon the selection and appoint appointment of a successor master servicer or successor servicer, as applicable; provided that such entity DLJMC delivers to the Trustee, Trustee and the Trust Administrator and the letter required in Section 7.04(a)(i) above. Notwithstanding the foregoing, in the event that the Master Servicer is appointed as the successor servicer to SPS, the requirements of Section 7.04(a)(i) shall be waived. In connection with the foregoing, unless otherwise directed by DLJMC in writing on or prior to the first day of the second month following the Closing Date, DLJMC hereby directs SPS to resign as Servicer hereunder and appoints the Master Servicer to service the SPS Serviced Mortgage Loans, effective as of the first day of the third month following the Closing Date. In connection with its resignation, SPS hereby agrees to deliver to the Master Servicer on the date of its resignation a schedule setting forth all of the SPS Mortgage Loans as of such date. The Master Servicer agrees that, as of the first day of the third month following the Closing Date, it will service the SPS Serviced Mortgage Loans, and that such loans shall constitute Wells Fargo Serviced Mortgage Loans, in accordance with the terms of this Agreement. If the Master Servicer resigxx xursuant to this Section 7.04(b), DLJMC shall pay the Master Servicer an amount equal to the product of (a) the Stated Principal Balance of all of the Mortgage Loans then outstanding and (b) 0.02%. (c) Notwithstanding the foregoing, if the Trust Administrator shall for any reason no longer be Trust Administrator hereunder, at DLJMC's request, the Master Servicer shall resign, upon the selection and appointment of a successor master servicer; provided that DLJMC delivers to the Trustee and the Trust Administrator the letter required in Section 7.04(a)(i) above. (cd) Notwithstanding anything the foregoing, at DLJMC's request, the Special Servicer shall resign, upon the selection and appointment of a successor special servicer by DLJMC; provided that DLJMC delivers to the contrary in this Agreement, servicing with respect to all or a portion of the Eligible Servicing Transfer Loans may be transferred to WMMSC under this Agreement upon written notice being delivered to the Trustee, CMMC, the Depositor, DLJMC Trustee and the Trust Administrator. Any transfer of servicing with respect to such Eligible Servicing Transfer Loans shall not require Administrator the letter set forth required in Section 7.04(a)(i) above or any consent from the Certificateholders or any other party hereto. Upon the transfer of servicing to WMMSC, such Mortgage Loans shall be serviced in accordance with the procedures WMMSC employs in servicing Mortgage Loans serviced by it under this Agreementabove.

Master Servicer and Servicer Not to Resign; Transfer of Servicing. (a) Neither the Master Servicer nor any Servicer shall resign from the obligations and duties hereby imposed on it except (i) upon appointment of a successor master servicer or successor servicer and receipt by the Trustee and the Trust Administrator of a letter from each Rating Agency that such a resignation and appointment will not result in a downgrading of the rating of any of the Certificates related to the applicable Mortgage Loans, or (ii) upon determination that its duties hereunder are no longer permissible under applicable law. Any such determination under clause (ii) permitting the resignation of the Master Servicer or a Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Trustee and the Trust Administrator. No such resignation shall become effective until the successor master servicer or successor servicer shall have assumed the Master Servicer or such Servicer’s, as applicable, responsibilities, duties, liabilities and obligations hereunder in accordance with Section 8.02 hereof. (b) Notwithstanding the foregoing, DLJMC or its transferee shall be entitled to request that at DLJMC’s request, so long as it is the owner of the related servicing rights, the Master Servicer or a ServicerSPS shall resign, other than WMMSC, resign upon the selection and appoint appointment of a successor master servicer or successor servicer, as applicable; provided that such entity DLJMC delivers to the Trustee, Trustee and the Trust Administrator and the letter required in Section 7.04(a)(i) above. Notwithstanding the foregoing, in the event that the Master Servicer is appointed as the successor servicer to SPS, the requirements of Section 7.04(a)(i) shall be waived. In connection with the foregoing, unless otherwise directed by DLJMC in writing on or prior to February 1, 2005, DLJMC hereby directs SPS to resign as Servicer hereunder and appoints the Master Servicer to service the SPS Serviced Mortgage Loans, effective as of March 1, 2005. In connection with its resignation, SPS hereby agrees to deliver to the Master Servicer on the date of its resignation a schedule setting forth all of the SPS Mortgage Loans as of such date. The Master Servicer agrees that, as of March 1, 2005, it will service the SPS Serviced Mortgage Loans, and that such loans shall constitute Xxxxx Fargo Serviced Mortgage Loans, in accordance with the terms of this Agreement. If the Master Servicer resigns pursuant to this Section 7.04(b), DLJMC shall pay the Master Servicer an amount equal to the product of (a) the Stated Principal Balance of all of the Mortgage Loans then outstanding and (b) 0.02%. In connection with any resignation of SPS pursuant to this Section 7.04(b), DLJ Mortgage Capital, Inc. may designate one or more Servicers (which may be SPS’s successor servicer) to act as the Terminating Entity under this Agreement. (c) [Reserved] (d) Notwithstanding the foregoing, if the Trust Administrator shall for any reason no longer be Trust Administrator hereunder, at DLJMC’s request, the Master Servicer shall resign, upon the selection and appointment of a successor master servicer; provided that DLJMC delivers to the Trustee and the Trust Administrator the letter required in Section 7.04(a)(i) above. (ce) Notwithstanding anything the foregoing, at DLJMC’s request, the Special Servicer shall resign, upon the selection and appointment of a successor special servicer by DLJMC; provided that DLJMC delivers to the contrary in this Agreement, servicing with respect to all or a portion of the Eligible Servicing Transfer Loans may be transferred to WMMSC under this Agreement upon written notice being delivered to the Trustee, CMMC, the Depositor, DLJMC Trustee and the Trust Administrator. Any transfer of servicing with respect to such Eligible Servicing Transfer Loans shall not require Administrator the letter set forth required in Section 7.04(a)(i) above or any consent from the Certificateholders or any other party hereto. Upon the transfer of servicing to WMMSC, such Mortgage Loans shall be serviced in accordance with the procedures WMMSC employs in servicing Mortgage Loans serviced by it under this Agreementabove.

Master Servicer and Servicer Not to Resign; Transfer of Servicing. (a) Neither the Master Servicer nor any Servicer shall resign from the obligations and duties hereby imposed on it except (i) upon appointment of a successor master servicer or successor servicer and receipt by the Trustee and the Trust Administrator of a letter from each Rating Agency that such a resignation and appointment will not result in a downgrading of the rating of any of the Certificates related to the applicable Mortgage Loans, or (ii) upon determination that its duties hereunder are no longer permissible under applicable law. Any such determination under clause (ii) permitting the resignation of the Master Servicer or a Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Trustee and the Trust Administrator. No such resignation shall become effective until the successor master servicer or successor servicer shall have assumed the Master Servicer or such Servicer’s, as applicable, responsibilities, duties, liabilities and obligations hereunder in accordance with Section 8.02 hereof. (b) Notwithstanding the foregoing, DLJMC or its transferee shall be entitled to request that at DLJMC’s request, so long as it is the owner of the related servicing rights, the Master Servicer or a ServicerSPS shall resign, other than WMMSC, resign upon the selection and appoint appointment of a successor master servicer or successor servicer, as applicable; provided that such entity DLJMC delivers to the Trustee, Trustee and the Trust Administrator and the letter required in Section 7.04(a)(i) above. Notwithstanding the foregoing, in the event that the Master Servicer is appointed as the successor servicer to SPS, the requirements of Section 7.04(a)(i) shall be waived. In connection with the foregoing, unless otherwise directed by DLJMC in writing on or prior to March 1, 2005, DLJMC hereby directs SPS to resign as Servicer hereunder and appoints the Master Servicer to service the SPS Serviced Mortgage Loans, effective as of April 1, 2005. In connection with its resignation, SPS hereby agrees to deliver to the Master Servicer on the date of its resignation a schedule setting forth all of the SPS Mortgage Loans as of such date. The Master Servicer agrees that, as of April 1, 2005, it will service the SPS Serviced Mortgage Loans, and that such loans shall constitute Xxxxx Fargo Serviced Mortgage Loans, in accordance with the terms of this Agreement. If the Master Servicer resigns pursuant to this Section 7.04(b), DLJMC shall pay the Master Servicer an amount equal to the product of (a) the Stated Principal Balance of all of the Mortgage Loans then outstanding and (b) 0.02%. In connection with any resignation of SPS pursuant to this Section 7.04(b), DLJ Mortgage Capital, Inc. may designate one or more Servicers (which may be SPS’s successor servicer) to act as the Terminating Entity under this Agreement. (c) [Reserved] (d) Notwithstanding the foregoing, if the Trust Administrator shall for any reason no longer be Trust Administrator hereunder, at DLJMC’s request, the Master Servicer shall resign, upon the selection and appointment of a successor master servicer; provided that DLJMC delivers to the Trustee and the Trust Administrator the letter required in Section 7.04(a)(i) above. (ce) Notwithstanding anything the foregoing, at DLJMC’s request, the Special Servicer shall resign, upon the selection and appointment of a successor special servicer by DLJMC; provided that DLJMC delivers to the contrary in this Agreement, servicing with respect to all or a portion of the Eligible Servicing Transfer Loans may be transferred to WMMSC under this Agreement upon written notice being delivered to the Trustee, CMMC, the Depositor, DLJMC Trustee and the Trust Administrator. Any transfer of servicing with respect to such Eligible Servicing Transfer Loans shall not require Administrator the letter set forth required in Section 7.04(a)(i) above or any consent from the Certificateholders or any other party hereto. Upon the transfer of servicing to WMMSC, such Mortgage Loans shall be serviced in accordance with the procedures WMMSC employs in servicing Mortgage Loans serviced by it under this Agreementabove.

Master Servicer and Servicer Not to Resign; Transfer of Servicing. (a) Neither the Master Servicer nor any Servicer shall resign from the obligations and duties hereby imposed on it except (i) upon appointment of a successor master servicer or successor servicer and receipt by the Trustee and the Trust Administrator of a letter from each Rating Agency that such a resignation and appointment will not result in a downgrading of the rating of any of the Certificates related to the applicable Mortgage Loans, or (ii) upon determination that its duties hereunder are no longer permissible under applicable law. Any such determination under clause (ii) permitting the resignation of the Master Servicer or a Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Trustee and the Trust Administrator. No such resignation shall become effective until the successor master servicer or successor servicer shall have assumed the Master Servicer or such Servicer’s, as applicable, responsibilities, duties, liabilities and obligations hereunder in accordance with Section 8.02 hereof. (b) Notwithstanding the foregoing, DLJMC or its transferee shall be entitled to request that at DLJMC’s request, so long as it is the owner of the related servicing rights, the Master Servicer or a ServicerGreenPoint shall resign, other than WMMSC, resign upon the selection and appoint appointment of a successor master servicer or successor servicer, as applicable; provided that such entity DLJMC delivers to the Trustee, Trustee and the Trust Administrator and the letter required in Section 7.04(a)(i) above. If the Master Servicer resigns pursuant to this Section 7.04(b), DLJMC shall pay the Master Servicer an amount equal to the product of (a) the Stated Principal Balance of the GreenPoint Mortgage Loans then outstanding and (b) 0.02%. (c) Notwithstanding the foregoing, if the Trust Administrator shall for any reason no longer be Trust Administrator hereunder, at DLJMC’s request, the Master Servicer shall resign, upon the selection and appointment of a successor master servicer; provided that DLJMC delivers to the Trustee and the Trust Administrator the letter required in Section 7.04(a)(i) above. (c) Notwithstanding anything to the contrary in this Agreement, servicing with respect to all or a portion of the Eligible Servicing Transfer Loans may be transferred to WMMSC under this Agreement upon written notice being delivered to the Trustee, CMMC, the Depositor, DLJMC and the Trust Administrator. Any transfer of servicing with respect to such Eligible Servicing Transfer Loans shall not require the letter set forth in Section 7.04(a)(i) above or any consent from the Certificateholders or any other party hereto. Upon the transfer of servicing to WMMSC, such Mortgage Loans shall be serviced in accordance with the procedures WMMSC employs in servicing Mortgage Loans serviced by it under this Agreement.

Master Servicer and Servicer Not to Resign; Transfer of Servicing. (a) Neither the Master Servicer nor any A Servicer shall not resign from the obligations and duties hereby imposed on it except (i) upon appointment of a successor master servicer or successor servicer and receipt by the Trustee and the Trust Administrator of a letter from each Rating Agency that such a resignation and appointment will not result in a downgrading of the rating of any of the Certificates related to the applicable Mortgage Loans, or (ii) upon determination that its duties hereunder are no longer permissible under applicable law. Any such determination under clause (ii) permitting the resignation of the Master Servicer or a Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Trustee and the Trust Administrator. No such resignation shall become effective until the successor master servicer or successor servicer shall have assumed the Master Servicer or such Servicer’s, as applicable, 's responsibilities, duties, liabilities and obligations hereunder in accordance with Section 8.02 hereof. (b) Notwithstanding the foregoing, DLJMC DLJ Mortgage Capital, Inc. or its transferee shall be entitled to request that (i) the Master Servicer or a Servicer, other than WMMSC, or (ii) the Master Servicer to the extent that WMMSC subservices Mortgage Loans for the Master Servicer, resign and appoint a successor master servicer or successor servicer, as applicable; provided that such entity delivers to the Trustee, Trustee and the Trust Administrator and the Master Servicer the letter required in Section 7.04(a)(i) above. (c) Notwithstanding anything to ; and provided further, however, that the contrary in this Agreement, servicing with respect to all or a portion resignation and appointment of the Eligible Servicing Transfer Loans may Master Servicer under the foregoing clause (ii) shall be transferred subject to, and shall in no way affect, WMMSC's right to WMMSC under this Agreement upon written notice being delivered continue to serve as the Trustee, CMMC, the Depositor, DLJMC and the Trust Administrator. Any transfer Servicer of servicing with respect to such Eligible Servicing Transfer Loans shall not require the letter set forth in Section 7.04(a)(i) above or any consent from the Certificateholders or any other party hereto. Upon the transfer of servicing to WMMSC, such Mortgage Loans shall be serviced in accordance with the procedures WMMSC employs in servicing Loans, and to collect any related Servicing Fee for such Mortgage Loans serviced by it under this AgreementLoans.

Master Servicer and Servicer Not to Resign; Transfer of Servicing. (a) Neither the Master Servicer nor any Servicer shall resign from the obligations and duties hereby imposed on it except (i) upon appointment of a successor master servicer or successor servicer and receipt by the Trustee and the Trust Administrator of a letter from each Rating Agency that such a resignation and appointment will not result in a downgrading of the rating of any of the Certificates related to the applicable Mortgage Loans, or (ii) upon determination that its duties hereunder are no longer permissible under applicable law. Any such determination under clause (ii) permitting the resignation of the Master Servicer or a Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Trustee and the Trust Administrator. No such resignation shall become effective until the successor master servicer or successor servicer shall have assumed the Master Servicer or such Servicer’s, as applicable, responsibilities, duties, liabilities and obligations hereunder in accordance with Section 8.02 hereof. (b) Notwithstanding the foregoing, DLJMC or its transferee shall be entitled to request that at DLJMC’s request, so long as it is the owner of the related servicing rights, the Master Servicer or a Servicer, other than WMMSCFairbanks or GreenPoint shall resign, resign upon the selection and appoint appointment of a successor master servicer or successor servicer, as applicable; provided that such entity DLJMC delivers to the Trustee, Trustee and the Trust Administrator and the Master Servicer the letter required in Section 7.04(a)(i) above. If the Master Servicer resigns pursuant to this Section 7.04(b), DLJMC shall pay the Master Servicer an amount equal to the product of (a) the Stated Principal Balance of the GreenPoint Mortgage Loans and the Fairbanks Mortgage Loans then outstanding and (b) 0.02%. (c) Notwithstanding anything to the contrary in this Agreement, servicing with respect to all or a portion of the Eligible Servicing Transfer Loans may be transferred to WMMSC under this Agreement upon written notice being delivered to the Trustee, CMMCthe Master Servicer, the Depositor, DLJMC and the Trust Administrator. Any transfer of servicing with respect to such Eligible Servicing Transfer Loans shall not require the letter set forth in Section 7.04(a)(i) above or any consent from the Certificateholders or any other party hereto. Upon the transfer of servicing to WMMSC, such Mortgage Loans shall be serviced in accordance with the procedures WMMSC employs in servicing Mortgage Loans serviced by it under this Agreement. (d) Notwithstanding the foregoing, if the Trust Administrator shall for any reason no longer be Trust Administrator hereunder, at DLJMC’s request, the Master Servicer shall resign, upon the selection and appointment of a successor master servicer; provided that DLJMC delivers to the Trustee and the Trust Administrator the letter required in Section 7.04(a)(i) above. (e) Notwithstanding the foregoing, at DLJMC’s request, Fairbanks shall resign as Special Servicer, upon the selection and appointment of a successor special servicer by DLJMC; provided that DLJMC delivers to the Trustee and the Trust Administrator the letter required in Section 7.04(a)(i) above.

Master Servicer and Servicer Not to Resign; Transfer of Servicing. (a) Neither the Master Servicer nor any Servicer shall resign from the obligations and duties hereby imposed on it except (i) upon appointment of a successor master servicer or successor servicer and receipt by the Trustee and the Trust Administrator of a letter from each Rating Agency that that such a resignation and appointment will not result in a downgrading of the rating of any of the Certificates related to the applicable Mortgage Loans, or (ii) upon determination that its duties hereunder are no longer permissible under applicable law. Any such determination under clause (ii) permitting the resignation of the Master Servicer or a Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Trustee and the Trust Administrator. No such resignation shall become effective until the successor master servicer or successor servicer shall have assumed the Master Servicer or such Servicer’s, as applicable, responsibilities, duties, liabilities and obligations hereunder in accordance with Section 8.02 hereof. (b) Notwithstanding the foregoing, DLJMC or its transferee shall be entitled to request that at DLJMC’s request, so long as it is the owner of the related servicing rights, the Master Servicer or a ServicerSPS shall resign, other than WMMSC, resign upon the selection and appoint appointment of a successor master servicer or successor servicer, as applicable; provided that such entity DLJMC delivers to the Trustee, Trustee and the Trust Administrator and the letter required in Section 7.04(a)(i) above. Notwithstanding the foregoing, in the event that the Master Servicer is appointed as the successor servicer to SPS, the requirements of Section 7.04(a)(i) shall be waived. In connection with the foregoing, unless otherwise directed by DLJMC in writing on or prior to the first day of the second month following the Closing Date, DLJMC hereby directs SPS to resign as Servicer hereunder and appoints the Master Servicer to service the SPS Serviced Mortgage Loans, effective as of the first day of the third month following the Closing Date. In connection with its resignation, SPS hereby agrees to deliver to the Master Servicer on the date of its resignation a schedule setting forth all of the SPS Mortgage Loans as of such date. The Master Servicer agrees that, as of the first day of the third month following the Closing Date, it will service the SPS Serviced Mortgage Loans, and that such loans shall constitute Xxxxx Fargo Serviced Mortgage Loans, in accordance with the terms of this Agreement. If the Master Servicer resigns pursuant to this Section 7.04(b), DLJMC shall pay the Master Servicer an amount equal to the product of (a) the Stated Principal Balance of all of the Mortgage Loans then outstanding and (b) 0.02%. (c) Notwithstanding the foregoing, if the Trust Administrator shall for any reason no longer be Trust Administrator hereunder, at DLJMC’s request, the Master Servicer shall resign, upon the selection and appointment of a successor master servicer; provided that DLJMC delivers to the Trustee and the Trust Administrator the letter required in Section 7.04(a)(i) above. (cd) Notwithstanding anything the foregoing, at DLJMC’s request, the Special Servicer shall resign, upon the selection and appointment of a successor special servicer by DLJMC; provided that DLJMC delivers to the contrary in this Agreement, servicing with respect to all or a portion of the Eligible Servicing Transfer Loans may be transferred to WMMSC under this Agreement upon written notice being delivered to the Trustee, CMMC, the Depositor, DLJMC Trustee and the Trust Administrator. Any transfer of servicing with respect to such Eligible Servicing Transfer Loans shall not require Administrator the letter set forth required in Section 7.04(a)(i) above or any consent from the Certificateholders or any other party hereto. Upon the transfer of servicing to WMMSC, such Mortgage Loans shall be serviced in accordance with the procedures WMMSC employs in servicing Mortgage Loans serviced by it under this Agreementabove.

Master Servicer and Servicer Not to Resign; Transfer of Servicing. (a) Neither the Master Servicer nor any Servicer shall resign from the obligations and duties hereby imposed on it except (i) upon appointment of a successor master servicer or successor servicer and receipt by the Trustee and the Trust Administrator of a letter from each Rating Agency that such a resignation and appointment will not result in a downgrading of the rating of any of the Certificates related to the applicable Mortgage Loans, or (ii) upon determination that its duties hereunder are no longer permissible under applicable law. Any such determination under clause (ii) permitting the resignation of the Master Servicer or a Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Trustee and the Trust Administrator. No such resignation shall become effective until the successor master servicer or successor servicer shall have assumed the Master Servicer or such Servicer’s, as applicable, responsibilities, duties, liabilities and obligations hereunder in accordance with Section 8.02 hereof. (b) Notwithstanding the foregoing, DLJMC or its transferee shall be entitled to request that at DLJMC’s request, so long as it is the owner of the related servicing rights, the Master Servicer Servicer, SPS, Banco Popular or Xxxxx Fargo shall resign with respect to all or a portion of the Mortgage Loans serviced as Master Servicer by that Servicer, other than WMMSC, resign upon the selection and appoint appointment of a successor master servicer or successor servicer, as applicable; provided that such entity DLJMC delivers to the Trustee, Trustee and the Trust Administrator and the letter required in Section 7.04(a)(i) above. If the Master Servicer resigns pursuant to this Section 7.04(b), DLJMC shall pay the Master Servicer an amount equal to the product of (a) the Stated Principal Balance of all of the Mortgage Loans then outstanding and (b) 0.02%. (c) Notwithstanding the foregoing, if the Trust Administrator shall for any reason no longer be Trust Administrator hereunder, at DLJMC’s request, the Master Servicer shall resign, upon the selection and appointment of a successor master servicer; provided that DLJMC delivers to the Trustee and the Trust Administrator the letter required in Section 7.04(a)(i) above. (cd) Notwithstanding anything the foregoing, at DLJMC’s request, the Special Servicer shall resign, upon the selection and appointment of a successor special servicer by DLJMC; provided that DLJMC delivers to the contrary in this Agreement, servicing with respect to all or a portion of the Eligible Servicing Transfer Loans may be transferred to WMMSC under this Agreement upon written notice being delivered to the Trustee, CMMC, the Depositor, DLJMC Trustee and the Trust Administrator. Any transfer of servicing with respect to such Eligible Servicing Transfer Loans shall not require Administrator the letter set forth required in Section 7.04(a)(i) above or any consent from the Certificateholders or any other party hereto. Upon the transfer of servicing to WMMSC, such Mortgage Loans shall be serviced in accordance with the procedures WMMSC employs in servicing Mortgage Loans serviced by it under this Agreementabove.

Master Servicer and Servicer Not to Resign; Transfer of Servicing. (a) Neither the Master Servicer nor any Servicer shall resign from the obligations and duties hereby imposed on it except (i) upon appointment of a successor master servicer or successor servicer and receipt by the Trustee and the Trust Administrator of a letter from each Rating Agency that such a resignation and appointment will not result in a downgrading of the rating of any of the Certificates related to the applicable Mortgage Loans, or (ii) upon determination that its duties hereunder are no longer permissible under applicable law. Any such determination under clause (ii) permitting the resignation of the Master Servicer or a Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Trustee and the Trust Administrator. No such resignation shall become effective until the successor master servicer or successor servicer shall have assumed the Master Servicer or such Servicer’s's, as applicable, responsibilities, duties, liabilities and obligations hereunder in accordance with Section 8.02 hereof. (b) Notwithstanding the foregoing, DLJMC or its transferee shall be entitled to request that at DLJMC's request, so long as it is the owner of the related servicing rights, the Master Servicer or a ServicerSPS shall resign, other than WMMSC, resign upon the selection and appoint appointment of a successor master servicer or successor servicer, as applicable; provided that such entity DLJMC delivers to the Trustee, Trustee and the Trust Administrator and the letter required in Section 7.04(a)(i) above. Notwithstanding the foregoing, in the event that the Master Servicer is appointed as the successor servicer to SPS, the requirements of Section 7.04(a)(i) shall be waived. In connection with the foregoing, unless otherwise directed by DLJMC in writing on or prior to the first day of the second month following the Closing Date, DLJMC hereby directs SPS to resign as Servicer hereunder and appoints the Master Servicer to service the SPS Serviced Mortgage Loans, effective as of the first day of the third month following the Closing Date. In connection with its resignation, SPS hereby agrees to deliver to the Master Servicer on the date of its resignation a schedule setting forth all of the SPS Mortgage Loans as of such date. The Master Servicer agrees that, as of the first day of the third month following the Closing Date, it will service the SPS Serviced Mortgage Loans, and that such loans shall constitute Wells Fargo Serviced Mortgage Loans, in accordance with thx xxxms of this Agreement. If the Master Servicer resigns pursuant to this Section 7.04(b), DLJMC shall pay the Master Servicer an amount equal to the product of (a) the Stated Principal Balance of all of the Mortgage Loans then outstanding and (b) 0.02%. (c) Notwithstanding the foregoing, if the Trust Administrator shall for any reason no longer be Trust Administrator hereunder, at DLJMC's request, the Master Servicer shall resign, upon the selection and appointment of a successor master servicer; provided that DLJMC delivers to the Trustee and the Trust Administrator the letter required in Section 7.04(a)(i) above. (cd) Notwithstanding anything the foregoing, at DLJMC's request, the Special Servicer shall resign, upon the selection and appointment of a successor special servicer by DLJMC; provided that DLJMC delivers to the contrary in this Agreement, servicing with respect to all or a portion of the Eligible Servicing Transfer Loans may be transferred to WMMSC under this Agreement upon written notice being delivered to the Trustee, CMMC, the Depositor, DLJMC Trustee and the Trust Administrator. Any transfer of servicing with respect to such Eligible Servicing Transfer Loans shall not require Administrator the letter set forth required in Section 7.04(a)(i) above or any consent from the Certificateholders or any other party hereto. Upon the transfer of servicing to WMMSC, such Mortgage Loans shall be serviced in accordance with the procedures WMMSC employs in servicing Mortgage Loans serviced by it under this Agreementabove.

Master Servicer and Servicer Not to Resign; Transfer of Servicing. (a) Neither the Master Servicer nor any Servicer shall resign from the obligations and duties hereby imposed on it except (i) upon appointment of a successor master servicer or successor servicer and receipt by the Certificate Insurer, the Trustee and the Trust Administrator of a letter from each Rating Agency that such a resignation and appointment will not result in a downgrading of the rating of any of the Certificates related to the applicable Mortgage LoansLoans (without regard to the Policy), or (ii) upon determination that its duties hereunder are no longer permissible under applicable law. Any such determination under clause (ii) permitting the resignation of the Master Servicer or a Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Trustee Trustee, the Certificate Insurer and the Trust Administrator. No such resignation shall become effective until the successor master servicer or successor servicer shall have assumed the Master Servicer or such Servicer’s, as applicable, responsibilities, duties, liabilities and obligations hereunder in accordance with Section 8.02 hereof. (b) Notwithstanding the foregoing, DLJMC or its transferee shall be entitled to request that at DLJMC’s request, so long as it is the owner of the related servicing rights, the Master Servicer Servicer, SPS or Xxxxx Fargo shall resign with respect to all or a Servicerportion of the Mortgage Loans serviced or master serviced by that servicer, other than WMMSC, resign upon the selection and appoint appointment of a successor master servicer or successor servicer, as applicable; provided that such entity DLJMC delivers to the Trustee, the Certificate Insurer and the Trust Administrator and the letter required in Section 7.04(a)(i) above. If the Master Servicer resigns pursuant to this Section 7.04(b), DLJMC shall pay the Master Servicer an amount equal to the product of (a) the Stated Principal Balance of all of the Mortgage Loans, other than the WMMSC Serviced Mortgage Loans, then outstanding and (b) 0.02%. (c) Notwithstanding the foregoing, if the Trust Administrator shall for any reason no longer be Trust Administrator hereunder, at DLJMC’s request, the Master Servicer shall resign, upon the selection and appointment of a successor master servicer; provided that DLJMC delivers to the Trustee, the Certificate Insurer and the Trust Administrator the letter required in Section 7.04(a)(i) above. (cd) Notwithstanding anything to the contrary in this Agreementforegoing, servicing with respect to all or a portion at the request of the Eligible Servicing Transfer Loans may be transferred to WMMSC under Holder of the largest Percentage Interest of Class X Certificates, a Special Servicer shall resign, upon the selection and appointment of a successor special servicer by the majority Class X Certificateholder; provided, that any such successor Special Servicer shall meet all the requirements of a Servicer as described in Section 8.02 of this Agreement upon written notice being delivered to the Trustee, CMMC, the Depositor, DLJMC and the Trust Administrator. Any transfer of servicing with respect to such Eligible Servicing Transfer Loans shall not require the letter set forth comply in Section 7.04(a)(i) above or any consent from the Certificateholders or any other party hereto. Upon the transfer of servicing to WMMSC, such Mortgage Loans shall be serviced in accordance all respects with the procedures WMMSC employs in servicing Mortgage Loans serviced by it under applicable provisions of this Agreement.

Master Servicer and Servicer Not to Resign; Transfer of Servicing. (a) Neither the Master Servicer nor any Servicer shall resign from the obligations and duties hereby imposed on it except (i) upon appointment of a successor master servicer or successor servicer and receipt by the Trustee and the Trust Administrator of a letter from each Rating Agency that such a resignation and appointment will not result in a downgrading of the rating of any of the Certificates related to the applicable Mortgage Loans, or (ii) upon determination that its duties hereunder are no longer permissible under applicable law. Any such determination under clause (ii) permitting the resignation of the Master Servicer or a Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Trustee and the Trust Administrator. No such resignation shall become effective until the successor master servicer or successor servicer shall have assumed the Master Servicer or such Servicer’s's, as applicable, responsibilities, duties, liabilities and obligations hereunder in accordance with Section 8.02 hereof. (b) Notwithstanding the foregoing, DLJMC or its transferee shall be entitled to request that at DLJMC's request, so long as it is the owner of the related servicing rights, the Master Servicer or a ServicerSPS shall resign, other than WMMSC, resign upon the selection and appoint appointment of a successor master servicer or successor servicer, as applicable; provided that such entity DLJMC delivers to the Trustee, Trustee and the Trust Administrator and the letter required in Section 7.04(a)(i) above. Notwithstanding the foregoing, in the event that the Master Servicer is appointed as the successor servicer to SPS, the requirements of Section 7.04(a)(i) shall be waived. In connection with the foregoing, unless otherwise directed by DLJMC in writing on or prior to the first day of the second month following the Closing Date, DLJMC hereby directs SPS to resign as Servicer hereunder and appoints the Master Servicer to service the SPS Serviced Mortgage Loans, effective as of the first day of the third month following the Closing Date. In connection with its resignation, SPS hereby agrees to deliver to the Master Servicer on the date of its resignation a schedule setting forth all of the SPS Mortgage Loans as of such date. The Master Servicer agrees that, as of the first day of the third month following the Closing Date, it shall service the SPS Serviced Mortgage Loans, and that such loans shall constitute Wells Fargo Serviced Mortgage Loans, in accordance with the terms of this Agreement. If the Xxxxer Servicer resigns pursuant to this Section 7.04(b), DLJMC shall pay the Master Servicer an amount equal to the product of (a) the Stated Principal Balance of all of the Mortgage Loans then outstanding and (b) 0.02%. (c) Notwithstanding the foregoing, if the Trust Administrator shall for any reason no longer be Trust Administrator hereunder, at DLJMC's request, the Master Servicer shall resign, upon the selection and appointment of a successor master servicer; provided that DLJMC delivers to the Trustee and the Trust Administrator the letter required in Section 7.04(a)(i) above. (cd) Notwithstanding anything the foregoing, at DLJMC's request, the Special Servicer shall resign, upon the selection and appointment of a successor special servicer by DLJMC; provided that DLJMC delivers to the contrary in this Agreement, servicing with respect to all or a portion of the Eligible Servicing Transfer Loans may be transferred to WMMSC under this Agreement upon written notice being delivered to the Trustee, CMMC, the Depositor, DLJMC Trustee and the Trust Administrator. Any transfer of servicing with respect to such Eligible Servicing Transfer Loans shall not require Administrator the letter set forth required in Section 7.04(a)(i) above or any consent from the Certificateholders or any other party hereto. Upon the transfer of servicing to WMMSC, such Mortgage Loans shall be serviced in accordance with the procedures WMMSC employs in servicing Mortgage Loans serviced by it under this Agreementabove.

Master Servicer and Servicer Not to Resign; Transfer of Servicing. (a) Neither the Master Servicer nor any Servicer shall resign from the obligations and duties hereby imposed on it except (i) upon appointment of a successor master servicer or successor servicer and receipt by the Trustee and the Trust Administrator of a letter from each Rating Agency that such a resignation and appointment will not result in a downgrading of the rating of any of the Certificates related to the applicable Mortgage Loans, or (ii) upon determination that its duties hereunder are no longer permissible under applicable law. Any such determination under clause (ii) permitting the resignation of the Master Servicer or a Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Trustee and the Trust Administrator. No such resignation shall become effective until the successor master servicer or successor servicer shall have assumed the Master Servicer or such Servicer’s, as applicable, responsibilities, duties, liabilities and obligations hereunder in accordance with Section 8.02 hereof. In connection with any resignation of SPS pursuant to this Section 7.04(a) or Section 7.04 (b), DLJMC may designate one or more Servicers (which may be SPS’ successor servicer) to act as the Terminating Entity under this Agreement. (b) Notwithstanding the foregoing, DLJMC or its transferee shall be entitled to request that at DLJMC’s request, so long as it is the owner of the related servicing rights, the Master Servicer or a Servicer, other than WMMSCSPS or Xxxxx Fargo shall resign, resign upon the selection and appoint appointment of a successor master servicer or successor servicer, as applicable; provided that such entity DLJMC delivers to the Trustee, Trustee and the Trust Administrator and the letter required in Section 7.04(a)(i) above. If the Master Servicer resigns pursuant to this Section 7.04(b), DLJMC shall pay the Master Servicer an amount equal to the product of (a) the Stated Principal Balance of all of the Mortgage Loans, other than the WMMSC Serviced Mortgage Loans, then outstanding and (b) 0.02%. To the extent that the compensation of any successor servicer to Xxxxx Fargo is calculated using a rate exceeding the then-current rate used to calculate the Xxxxx Fargo Servicing Fee, each Holder of a Class ES Certificate hereby agrees to a decrease in the Excess Servicing Fee Rate in an amount equal to such excess. To the extent that the compensation of any successor servicer to Xxxxx Fargo includes Ancillary Income, each Holder of a Class ES Certificate hereby agrees that such Holder’s right to receive Ancillary Income shall be decreased in an amount equal to the amount of Ancillary Income payable to the successor servicer. To the extent that DLJMC is no longer the owner of the servicing rights, each Holder of a Class ES Certificate hereby agrees that such Holder’s right to receive the Excess Servicing Fee and Ancillary Income will be extinguished in full. (c) Notwithstanding the foregoing, if the Trust Administrator shall for any reason no longer be Trust Administrator hereunder, at DLJMC’s request, the Master Servicer shall resign, upon the selection and appointment of a successor master servicer; provided that DLJMC delivers to the Trustee and the Trust Administrator the letter required in Section 7.04(a)(i) above. (cd) Notwithstanding anything the foregoing, at DLJMC’s request, the Special Servicer shall resign, upon the selection and appointment of a successor special servicer by DLJMC; provided that DLJMC delivers to the contrary in this Agreement, servicing with respect to all or a portion of the Eligible Servicing Transfer Loans may be transferred to WMMSC under this Agreement upon written notice being delivered to the Trustee, CMMC, the Depositor, DLJMC Trustee and the Trust Administrator. Any transfer of servicing with respect to such Eligible Servicing Transfer Loans shall not require Administrator the letter set forth required in Section 7.04(a)(i) above or any consent from the Certificateholders or any other party hereto. Upon the transfer of servicing to WMMSC, such Mortgage Loans shall be serviced in accordance with the procedures WMMSC employs in servicing Mortgage Loans serviced by it under this Agreementabove.

Master Servicer and Servicer Not to Resign; Transfer of Servicing. (a) Neither the Master Servicer nor any Servicer shall resign from the obligations and duties hereby imposed on it except (i) upon appointment of a successor master servicer or successor servicer and receipt by the Trustee and the Trust Administrator of a letter from each Rating Agency that such a resignation and appointment will not result in a downgrading of the rating of any of the Certificates related to the applicable Mortgage Loans, or (ii) upon determination that its duties hereunder are no longer permissible under applicable law. Any such determination under clause (ii) permitting the resignation of the Master Servicer or a Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Trustee and the Trust Administrator. No such resignation shall become effective until the successor master servicer or successor servicer shall have assumed the Master Servicer or such Servicer’s's, as applicable, responsibilities, duties, liabilities and obligations hereunder in accordance with Section 8.02 hereof. (b) (b) Notwithstanding the foregoing, DLJMC or its transferee shall be entitled to request that at DLJMC's request, so long as it is the owner of the related servicing rights, the Master Servicer or a ServicerSPS shall resign, other than WMMSC, resign upon the selection and appoint appointment of a successor master servicer or successor servicer, as applicable; provided that such entity DLJMC delivers to the Trustee, Trustee and the Trust Administrator and the Master Servicer the letter required in Section 7.04(a)(i) above. Notwithstanding the foregoing, in the event that the Master Servicer is appointed as the successor servicer to SPS, the requirements of Section 7.04(a)(i) shall be waived. In connection with the foregoing, unless otherwise directed by DLJMC in writing on or prior to December 1, 2004, DLJMC hereby directs SPS to resign as Servicer hereunder and appoints the Master Servicer to service the SPS Serviced Mortgage Loans, effective as of January 1, 2005. In connection with its resignation, SPS hereby agrees to deliver to the Master Servicer on the date of its resignation a schedule setting forth all of the SPS Mortgage Loans as of such date. The Master Servicer agrees that, as of January 1, 2005, it will service the SPS Serviced Mortgage Loans, and that such loans shall constitute Wells Fargo Serviced Mortgage Loans, in accordance with the terms of this Agrexxxxx. If the Master Servicer resigns pursuant to this Section 7.04(b), DLJMC shall pay the Master Servicer an amount equal to the product of (a) the Stated Principal Balance of all of the Mortgage Loans then outstanding and (b) 0.02%. In connection with any resignation of SPS pursuant to this Section 7.04(b), DLJ Mortgage Capital, Inc. may designate one or more Servicers (which may be SPS's successor servicer) to act as the Terminating Entity under this Agreement. (c) Notwithstanding anything to the contrary in this Agreement, servicing with respect to all or a portion of the Eligible Servicing Transfer Loans may be transferred to WMMSC under this Agreement upon written notice being delivered to the Trustee, CMMCthe Master Servicer, the Depositor, DLJMC and the Trust Administrator. Any transfer of servicing with respect to such Eligible Servicing Transfer Loans shall not require the letter set forth in Section 7.04(a)(i) above or any consent from the Certificateholders or any other party hereto. Upon the transfer of servicing to WMMSC, such Mortgage Loans shall be serviced in accordance with the procedures WMMSC employs in servicing Mortgage Loans serviced by it under this Agreement. (d) Notwithstanding the foregoing, if the Trust Administrator shall for any reason no longer be Trust Administrator hereunder, at DLJMC's request, the Master Servicer shall resign, upon the selection and appointment of a successor master servicer; provided that DLJMC delivers to the Trustee and the Trust Administrator the letter required in Section 7.04(a)(i) above. (e) Notwithstanding the foregoing, at DLJMC's request, the Special Servicer shall resign, upon the selection and appointment of a successor special servicer by DLJMC; provided that DLJMC delivers to the Trustee and the Trust Administrator the letter required in Section 7.04(a)(i) above.

Master Servicer and Servicer Not to Resign; Transfer of Servicing. (a) Neither the Master Servicer nor any A Servicer shall not resign from the obligations and duties hereby imposed on it except (i) upon appointment of a successor master servicer or successor servicer and receipt by the Trustee and the Trust Administrator of a letter from each Rating Agency that such a resignation and appointment will not result in a downgrading of the rating of any of the Certificates related to the applicable Mortgage Loans, or (ii) upon determination that its duties hereunder are no longer permissible under applicable law. Any such determination under clause (iiiii) permitting the resignation of the Master Servicer or a Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Trustee and the Trust Administrator. No such resignation shall become effective until the successor master servicer or successor servicer shall have assumed the Master Servicer or such Servicer’s, as applicable, 's responsibilities, duties, liabilities and obligations hereunder in accordance with Section 8.02 hereof. (b) Notwithstanding the foregoing, DLJMC DLJ Mortgage Capital, Inc. or its transferee shall be entitled to request that the Master Servicer or a Servicer, other than WMMSC, or the Master Servicer to the extent that WMMSC subservices Mortgage Loans for the Master Servicer, resign and appoint a successor master servicer or successor servicer, as applicable; provided that such entity delivers to the Trustee, Trustee and the Trust Administrator and the Master Servicer the letter required in Section 7.04(a)(i) above. (c) Notwithstanding anything to ; and provided further, however that the contrary in this Agreement, servicing with respect to all or a portion resignation and appointment of the Eligible Servicing Transfer Loans may Master Servicer under the foregoing clause (ii) shall be transferred subject to, and shall in no way affect, WMMSC's right to WMMSC under this Agreement upon written notice being delivered continue to serve as the Trustee, CMMC, the Depositor, DLJMC and the Trust Administrator. Any transfer Servicer of servicing with respect to such Eligible Servicing Transfer Loans shall not require the letter set forth in Section 7.04(a)(i) above or any consent from the Certificateholders or any other party hereto. Upon the transfer of servicing to WMMSC, such Mortgage Loans Loans, and to collect any related Servicing Fee for such Mortgage Loans. No such resignation shall be serviced become effective until the successor servicer shall have assumed such Servicer's responsibilities, duties, liabilities and obligations hereunder in accordance with the procedures WMMSC employs in servicing Mortgage Loans serviced by it under this AgreementSection 8.02 hereof.

Master Servicer and Servicer Not to Resign; Transfer of Servicing. (a) Neither the Master Servicer nor any Servicer shall resign from the obligations and duties hereby imposed on it except (i) upon appointment of a successor master servicer or successor servicer and receipt by the Certificate Insurer, the Trustee and the Trust Administrator of a letter from each Rating Agency that such a resignation and appointment will not result in a downgrading of the rating of any of the Certificates related to the applicable Mortgage LoansLoans (without regard to the Policy), or (ii) upon determination that its duties hereunder are no longer permissible under applicable law. Any such determination under clause (ii) permitting the resignation of the Master Servicer or a Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Trustee Trustee, the Certificate Insurer and the Trust Administrator. No such resignation shall become effective until the successor master servicer or successor servicer shall have assumed the Master Servicer or such Servicer’s, as applicable, responsibilities, duties, liabilities and obligations hereunder in accordance with Section 8.02 hereof. (b) Notwithstanding the foregoing, DLJMC at DLJMC’s request, so long as it is the owner of the related servicing rights, Xxxxx Fargo, as Master Servicer, SPS or its transferee Xxxxx Fargo, as Servicer, shall be entitled resign with respect to request that the Master Servicer all or a Servicerportion of the Mortgage Loans serviced or master serviced by that servicer, other than WMMSC, resign upon the selection and appoint appointment of a successor master servicer or successor servicer, as applicable; provided that such entity DLJMC delivers to the Trustee, the Certificate Insurer and the Trust Administrator and the letter required in Section 7.04(a)(i) above. If the Master Servicer resigns pursuant to this Section 7.04(b), DLJMC shall pay the Master Servicer an amount equal to the product of (a) the Stated Principal Balance of all of the Mortgage Loans and (b) 0.02%. (c) Notwithstanding the foregoing, if the Trust Administrator shall for any reason no longer be Trust Administrator hereunder, at DLJMC’s request, the Master Servicer shall resign, upon the selection and appointment of a successor master servicer; provided that DLJMC delivers to the Trustee, the Certificate Insurer and the Trust Administrator the letter required in Section 7.04(a)(i) above. (cd) Notwithstanding anything to the contrary in this Agreementforegoing, servicing with respect to all or a portion at the request of the Eligible Servicing Transfer Loans may be transferred to WMMSC under Holder of the largest Percentage Interest of Class X Certificates, a Special Servicer shall resign, upon the selection and appointment of a successor special servicer by the majority Class X Certificateholder; provided, that any such successor Special Servicer shall meet all the requirements of a Servicer as described in Section 8.02 of this Agreement upon written notice being delivered to the Trustee, CMMC, the Depositor, DLJMC and the Trust Administrator. Any transfer of servicing with respect to such Eligible Servicing Transfer Loans shall not require the letter set forth comply in Section 7.04(a)(i) above or any consent from the Certificateholders or any other party hereto. Upon the transfer of servicing to WMMSC, such Mortgage Loans shall be serviced in accordance all respects with the procedures WMMSC employs in servicing Mortgage Loans serviced by it under applicable provisions of this Agreement.

Master Servicer and Servicer Not to Resign; Transfer of Servicing. (a) Neither the Master Servicer nor any Servicer shall resign from the obligations and duties hereby imposed on it except (i) upon appointment of a successor master servicer or successor servicer and receipt by the Trustee and the Trust Administrator of a letter from each Rating Agency that such a resignation and appointment will not result in a downgrading of the rating of any of the Certificates related to the applicable Mortgage Loans, or (ii) upon determination that its duties hereunder are no longer permissible under applicable law. Any such determination under clause (ii) permitting the resignation of the Master Servicer or a Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Trustee and the Trust Administrator. No such resignation shall become effective until the successor master servicer or successor servicer shall have assumed the Master Servicer or such Servicer’s, as applicable, responsibilities, duties, liabilities and obligations hereunder in accordance with Section 8.02 hereof. (b) Notwithstanding the foregoing, DLJMC or its transferee shall be entitled to request that at DLJMC’s request, so long as it is the owner of the related servicing rights, the Master Servicer Servicer, SPS or Xxxxx Fargo shall resign with respect to all or a portion of the Mortgage Loans serviced as Master Servicer by that Servicer, other than WMMSC, resign upon the selection and appoint appointment of a successor master servicer or successor servicer, as applicable; provided that such entity DLJMC delivers to the Trustee, Trustee and the Trust Administrator and the letter required in Section 7.04(a)(i) above. If the Master Servicer resigns pursuant to this Section 7.04(b), DLJMC shall pay the Master Servicer an amount equal to the product of (a) the Stated Principal Balance of all of the Mortgage Loans, other than the WMMSC Serviced Mortgage Loans, then outstanding and (b) 0.02%. (c) Notwithstanding the foregoing, if the Trust Administrator shall for any reason no longer be Trust Administrator hereunder, at DLJMC’s request, the Master Servicer shall resign, upon the selection and appointment of a successor master servicer; provided that DLJMC delivers to the Trustee and the Trust Administrator the letter required in Section 7.04(a)(i) above. (cd) Notwithstanding anything the foregoing, at DLJMC’s request, the Special Servicer shall resign, upon the selection and appointment of a successor special servicer by DLJMC; provided that DLJMC delivers to the contrary in this Agreement, servicing with respect to all or a portion of the Eligible Servicing Transfer Loans may be transferred to WMMSC under this Agreement upon written notice being delivered to the Trustee, CMMC, the Depositor, DLJMC Trustee and the Trust Administrator. Any transfer of servicing with respect to such Eligible Servicing Transfer Loans shall not require Administrator the letter set forth required in Section 7.04(a)(i) above or any consent from the Certificateholders or any other party hereto. Upon the transfer of servicing to WMMSC, such Mortgage Loans shall be serviced in accordance with the procedures WMMSC employs in servicing Mortgage Loans serviced by it under this Agreementabove.