Common use of Master Servicer Events of Default Clause in Contracts

Master Servicer Events of Default. Each of the following shall constitute a Master Servicer Event of Default: (a) any failure by the Master Servicer to remit to the Securities Administrator any payment required to be made under the terms of this Trust Agreement which continues unremedied for a period of two (2) Business Days after the date upon which written notice of such failure, requiring the same to be remedied, shall have been given to the Master Servicer by the Securities Administrator; (b) failure by the Master Servicer to duly observe or perform, in any material respect, any other covenants, obligations or agreements of the Master Servicer as set forth in this Trust Agreement which failure continues unremedied for a period of thirty (30) days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Master Servicer by the Securities Administrator; (c) failure by the Master Servicer to maintain its license to do business in any jurisdiction where the Mortgaged Premises are located if such license is required; (d) a decree or order of a court or agency or supervisory authority having jurisdiction for the appointment of a conservator or receiver or liquidator in any insolvency, bankruptcy, readjustment of debt, marshaling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against the Master Servicer and such decree or order shall have remained in force, undischarged or unstayed for a period of sixty (60) days; (e) the Master Servicer shall consent to the appointment of a conservator or receiver or liquidator in any insolvency, bankruptcy, readjustment of debt, marshaling of assets and liabilities or similar proceedings of or relating to the Master Servicer or relating to all or substantially all of its property; (f) the Master Servicer shall admit in writing its inability to pay its debts as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors, or voluntarily suspend payment of its obligations for three (3) Business Days; (g) the Master Servicer attempts to assign this Trust Agreement or its responsibilities hereunder or to delegate its duties hereunder (or any portion thereof) without the consent of the Trustee and the Depositor; or (h) the indictment of the Master Servicer for the taking of any action by the Master Servicer, any employee thereof, any Affiliate or any director or employee thereof that constitutes fraud or criminal activity in the performance of its obligations under the Trust Agreement, in each case, where such indictment materially and adversely affects the ability of the Master Servicer to perform its obligations under the Trust Agreement (subject to the condition that such indictment is not dismissed within ninety (90) days). In each and every such case, so long as a Master Servicer Event of Default shall not have been remedied, in addition to whatever rights the Trustee may have at law or equity to damages, including injunctive relief and specific performance, the Trustee, by notice in writing to the Master Servicer, may terminate with cause all the rights and obligations of the Master Servicer under this Trust Agreement. Upon receipt by the Master Servicer of such written notice, all authority and power of the Master Servicer under this Trust Agreement, shall pass to and be vested in any successor master servicer appointed hereunder that accepts such appointments. Upon written request from the Trustee or the Master Servicer, the Master Servicer shall prepare, execute and deliver to the successor entity designated by the Trustee pursuant to Section 8.06 any and all documents and other instruments related to the performance of its duties hereunder as the Master Servicer and, place in such successor’s possession all such documents, together with any Trustee Mortgage Loan Files related to any pool of Mortgage Loans with respect to which it acts as a successor servicer, and do or cause to be done all other acts or things necessary or appropriate to effect the purposes of such notice of termination, at the Master Servicer’s sole expense. The Master Servicer shall cooperate with the Trustee and such successor master servicer in effecting the termination of the Master Servicer’s responsibilities and rights hereunder including, without limitation, the transfer to such successor master servicer for administration by it of all cash amounts that shall at the time be credited to the Master Servicer Account or are thereafter received with respect to the Mortgage Loans. The Master Servicer being terminated shall bear and agrees to reimburse the Trustee and the successor master servicer from all costs, damages, expenses and liabilities incurred by them in connection with the transfer of master servicing, including but not limited to, legal fees and expenses, accounting fees and expenses. If the terminated Master Servicer does not pay any such costs and expenses within thirty (30) days of its receipt of an invoice therefore, the Trust shall reimburse the Trustee (or such successor master servicer therefor) and the Trustee shall be entitled to withdraw such reimbursement from amounts on deposit in the Certificate Account pursuant to Section 3.01(a)(iv); provided that the terminated Master Servicer shall reimburse the Trust for any such expense incurred by the Trust.

Master Servicer Events of Default. Each of the following shall constitute a Master Servicer Event of Default: (a) any failure by the Master Servicer to remit to the Securities Administrator any payment required to be made under the terms of this Trust Agreement which continues unremedied for a period of two (2) Business Days after the date upon which written notice of such failure, requiring the same to be remedied, shall have been given to the Master Servicer by the Securities Administrator; (b) failure by the Master Servicer to duly observe or perform, in any material respect, any other covenants, obligations or agreements of the Master Servicer as set forth in this Trust Agreement which failure continues unremedied for a period of thirty (30) days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Master Servicer by the Securities Administrator; (c) failure by the Master Servicer to maintain its license to do business in any jurisdiction where the Mortgaged Premises are located if such license is required; (d) a decree or order of a court or agency or supervisory authority having jurisdiction for the appointment of a conservator or receiver or liquidator in any insolvency, bankruptcy, readjustment of debt, marshaling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against the Master Servicer and such decree or order shall have remained in force, undischarged or unstayed for a period of sixty (60) days; (e) the Master Servicer shall consent to the appointment of a conservator or receiver or liquidator in any insolvency, bankruptcy, readjustment of debt, marshaling of assets and liabilities or similar proceedings of or relating to the Master Servicer or relating to all or substantially all of its property; (f) the Master Servicer shall admit in writing its inability to pay its debts as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors, or voluntarily suspend payment of its obligations for three (3) Business Days; (g) an affiliate of the Master Servicer that performs any back-up servicer duties of the Master Servicer or any servicing duties assumed by the Master Servicer as successor servicer under any Servicing Agreement ceases to meet the qualifications of a FNMA or FHLMC servicer; (h) the Master Servicer attempts to assign this Trust Agreement or its responsibilities hereunder or to delegate its duties hereunder (or any portion thereof) without the consent of the Trustee and the Depositor; or (hi) the indictment of the Master Servicer for the taking of any action by the Master Servicer, any employee thereof, any Affiliate or any director or employee thereof that constitutes fraud or criminal activity in the performance of its obligations under the Trust Agreement, in each case, where such indictment materially and adversely affects the ability of the Master Servicer to perform its obligations under the Trust Agreement (subject to the condition that such indictment is not dismissed within ninety (90) days). In each and every such case, so long as a Master Servicer Event of Default shall not have been remedied, in addition to whatever rights the Trustee may have at law or equity to damages, including injunctive relief and specific performance, the Trustee, by notice in writing to the Master Servicer, may terminate with cause all the rights and obligations of the Master Servicer under this Trust Agreement. Upon receipt by the Master Servicer of such written notice, all authority and power of the Master Servicer under this Trust Agreement, shall pass to and be vested in any successor master servicer appointed hereunder that which accepts such appointments. Upon written request from the Trustee or the Master ServicerTrustee, the Master Servicer shall prepare, execute and deliver to the successor entity designated by the Trustee pursuant to Section 8.06 any and all documents and other instruments related to the performance of its duties hereunder as the Master Servicer and, place in such successor’s possession all such documents, together with any Trustee Mortgage Loan Files related to any pool of Mortgage Loans with respect to which it acts as a successor servicer, and do or cause to be done all other acts or things necessary or appropriate to effect the purposes of such notice of termination, at the Master Servicer’s sole expense. The Master Servicer shall cooperate with the Trustee and such successor master servicer in effecting the termination of the Master Servicer’s responsibilities and rights hereunder includinghereunder, including without limitation, the transfer to such successor master servicer for administration by it of all cash amounts that which shall at the time be credited to the Master Servicer Account or are thereafter received with respect to the Mortgage Loans. The Master Servicer being terminated shall bear and agrees to reimburse the Trustee and the successor master servicer from all costs, damages, expenses and liabilities incurred by them in connection with the transfer of master servicing, including but not limited to, legal fees and expenses, accounting fees and expenses. If the terminated Master Servicer does not pay any such costs and expenses within thirty (30) days of its receipt of an invoice therefore, the Trust shall reimburse the Trustee (or such successor master servicer therefor) and the Trustee shall be entitled to withdraw such reimbursement from amounts on deposit in the Certificate Account pursuant to Section 3.01(a)(iv); provided that the terminated Master Servicer shall reimburse the Trust for any such expense incurred by the Trust.

Master Servicer Events of Default. Each of the following shall constitute a Master Servicer Event of Default: (a) any failure by the Master Servicer to remit to the Securities Administrator any payment required to be made under the terms of this Trust Agreement which continues unremedied for a period of two (2) Business Days after the date upon which written notice of such failure, requiring the same to be remedied, shall have been given to the Master Servicer (with a copy to the Trustee) by the Securities Administrator; (b) failure by the Master Servicer to duly observe or perform, in any material respect, any other covenants, obligations or agreements of the Master Servicer as set forth in this Trust Agreement which failure continues unremedied for a period of thirty (30) days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Master Servicer by the Securities Administrator; (c) failure by the Master Servicer to maintain its license to do business in any jurisdiction where the Mortgaged Premises are located if such license is required; (d) a decree or order of a court or agency or supervisory authority having jurisdiction for the appointment of a conservator or receiver or liquidator in any insolvency, bankruptcy, readjustment of debt, marshaling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against the Master Servicer and such decree or order shall have remained in force, undischarged or unstayed for a period of sixty (60) days; (e) the Master Servicer shall consent to the appointment of a conservator or receiver or liquidator in any insolvency, bankruptcy, readjustment of debt, marshaling of assets and liabilities or similar proceedings of or relating to the Master Servicer or relating to all or substantially all of its property; (f) the Master Servicer shall admit in writing its inability to pay its debts as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors, or voluntarily suspend payment of its obligations for three (3) Business Days; (g) an affiliate of the Master Servicer that performs any back-up servicer duties of the Master Servicer or any servicing duties assumed by the Master Servicer as successor servicer under any Servicing Agreement ceases to meet the qualifications of a FNMA or FHLMC servicer; (h) the Master Servicer attempts to assign this Trust Agreement or its responsibilities hereunder or to delegate its duties hereunder (or any portion thereof) without the consent of the Trustee and the Depositor; or (hi) the indictment of the Master Servicer for the taking of any action by the Master Servicer, any employee thereof, any Affiliate or any director or employee thereof that constitutes fraud or criminal activity in the performance of its obligations under the Trust Agreement, in each case, where such indictment materially and adversely affects the ability of the Master Servicer to perform its obligations under the Trust Agreement (subject to the condition that such indictment is not dismissed within ninety (90) days). In each and every such case, so long as a Master Servicer Event of Default shall not have been remedied, in addition to whatever rights the Trustee may have at law or equity to damages, including injunctive relief and specific performance, the Trustee, by notice in writing to the Master Servicer, may terminate with cause all the rights and obligations of the Master Servicer under this Trust Agreement. Upon receipt by the Master Servicer of such written notice, all authority and power of the Master Servicer under this Trust Agreement, shall pass to and be vested in any successor master servicer appointed hereunder that accepts such appointments. Upon written request from the Trustee or the Master ServicerTrustee, the Master Servicer shall prepare, execute and deliver to the successor entity designated by the Trustee pursuant to Section 8.06 any and all documents and other instruments related to the performance of its duties hereunder as the Master Servicer and, place in such successor’s possession all such documents, together with any Trustee Mortgage Loan Files related to any pool of Mortgage Loans with respect to which it acts as a successor servicer, and do or cause to be done all other acts or things necessary or appropriate to effect the purposes of such notice of termination, at the Master Servicer’s sole expense. The Master Servicer shall cooperate with the Trustee and such successor master servicer in effecting the termination of the Master Servicer’s responsibilities and rights hereunder includinghereunder, including without limitation, the transfer to such successor master servicer for administration by it of all cash amounts that shall at the time be credited to the Master Servicer Account or are thereafter received with respect to the Mortgage Loans. The Master Servicer being terminated shall bear and agrees to reimburse the Trustee and the successor master servicer from all costs, damages, expenses and liabilities incurred by them in connection with the transfer of master servicing, including but not limited to, legal fees and expenses, accounting fees and expenses. If the terminated Master Servicer does not pay any such costs and expenses within thirty (30) days of its receipt of an invoice thereforetherefor, the Trust shall reimburse the Trustee (or such successor master servicer therefor) and the Trustee shall be entitled to withdraw such reimbursement from amounts on deposit in the Certificate Account pursuant to Section 3.01(a)(iv); provided that the terminated Master Servicer shall reimburse the Trust for any such expense incurred by the Trust.

Master Servicer Events of Default. Each (a) If any one of the following shall constitute a events (“Master Servicer Event Events of Default”) shall occur and be continuing: (ai) any Any failure by the Master Servicer to remit to furnish the Securities Administrator any payment required the Mortgage Loan data sufficient to be made under prepare the terms reports described in Section 7.05 of this Trust Agreement the Indenture which continues unremedied for a period of two (2) one Business Days Day after the date upon which written notice of such failure, requiring the same to be remedied, failure shall have been given to the such Master Servicer by the Indenture Trustee or the Securities Administrator;Administrator or to such Master Servicer, the Securities Administrator and the Indenture Trustee by the Holders of not less than 25% of the aggregate Note Balance of the Notes; or (bii) Any failure by on the Master Servicer to duly observe or perform, in any material respect, any other covenants, obligations or agreements part of the Master Servicer as set forth duly to observe or perform in any material respect any other of the covenants or agreements (other than those referred to in clauses (viii) and (ix) below) on the part of the Master Servicer contained in this Trust Agreement which failure continues unremedied for a period of thirty (30) days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Master Servicer by the Indenture Trustee or the Securities Administrator;, or to the Master Servicer, the Securities Administrator and the Indenture Trustee by the Holders of not less than 25% of the aggregate Note Balance of the Notes; or (ciii) failure by the Master Servicer to maintain its license to do business in any jurisdiction where the Mortgaged Premises are located if such license is required; (d) a A decree or order of a court or agency or supervisory authority having jurisdiction for the appointment of a conservator or receiver or liquidator in any insolvency, bankruptcy, readjustment of debt, marshaling marshalling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against the Master Servicer Servicer, and such decree or order shall have remained in force, force undischarged or unstayed for a period of sixty (60) days;days or any Rating Agency reduces or withdraws or threatens to reduce or withdraw the rating of the Notes because of the financial condition or loan servicing capability of such Master Servicer; or (eiv) the The Master Servicer shall consent to the appointment of a conservator or receiver or liquidator in any insolvency, bankruptcy, readjustment of debt, marshaling marshalling of assets and liabilities liabilities, voluntary liquidation or similar proceedings of or relating to the Master Servicer or of or relating to all or substantially all of its property;; or (fv) the The Master Servicer shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors, creditors or voluntarily suspend payment of its obligations for three (3) Business Days; (g) the Master Servicer attempts to assign this Trust Agreement or its responsibilities hereunder or to delegate its duties hereunder (or any portion thereof) without the consent of the Trustee and the Depositorobligations; or (hvi) The Master Servicer shall be dissolved, or shall dispose of all or substantially all of its assets, or consolidate with or merge into another entity or shall permit another entity to consolidate or merge into it, such that the indictment resulting entity does not meet the criteria for a Successor Master Servicer as specified in Section 6.04 hereof; or (vii) If a representation or warranty set forth in Section 2.01(b) hereof shall prove to be incorrect as of the Master Servicer for the taking of time made in any action by the Master Servicer, any employee thereof, any Affiliate or any director or employee thereof respect that constitutes fraud or criminal activity in the performance of its obligations under the Trust Agreement, in each case, where such indictment materially and adversely affects the ability interests of the Noteholders, and the circumstance or condition in respect of which such representation or warranty was incorrect shall not have been eliminated or cured within 30 days after the date on which written notice of such incorrect representation or warranty shall have been given to the Master Servicer by the Indenture Trustee or the Securities Administrator, or to the Master Servicer, the Securities Administrator and the Indenture Trustee by the Holders of not less than 25% of the aggregate Note Balance of the Notes; or (viii) A sale or pledge of any of the rights of the Master Servicer hereunder or an assignment of this Agreement by the Master Servicer or a delegation of the rights or duties of the Master Servicer hereunder shall have occurred in any manner not otherwise permitted hereunder and without the prior written consent of the Indenture Trustee and the Holders of not less than 50% of the aggregate Note Balance of the Notes; or (ix) After receipt of notice from the Indenture Trustee, any failure of the Master Servicer to perform its obligations under the Trust Agreement make any Monthly Advances when such Monthly Advances are due, as required to be made hereunder. (subject to the condition that such indictment is not dismissed within ninety (90b) days). In then, and in each and every such case, so long as a Master Servicer Event of Default shall not have been remedied, in addition (x) with respect solely to whatever rights clause (ix) above, upon receipt of written notice or discovery by a Responsible Officer of the Indenture Trustee may have at law or equity to damages, including injunctive relief and specific performanceof the Securities Administrator of such failure, the Trustee, by Indenture Trustee shall give immediate telephonic notice in writing of such failure to a Master Servicing Officer of the Master Servicer, may Servicer and the Indenture Trustee shall terminate with cause all of the rights and obligations of the Master Servicer under this Trust Agreement and the Successor Master Servicer appointed in accordance with Section 6.02 shall immediately make such Monthly Advance (provided, if the Successor Master Servicer determines in its reasonable judgment that a Monthly Advance is a Nonrecoverable Advance or if it is prohibited by law from doing so, the Successor Master Servicer shall be under no obligation to make such Monthly Advance) prior to the payment of funds on the related Payment Date and assume, pursuant to Section 6.04, the duties of a Successor Master Servicer and (y) in the case of clauses (i), (ii), (iii), (iv), (v), (vi), (vii) and (viii) above, the Indenture Trustee shall, at the direction of the Holders of not less than 51% of the aggregate Note Balance of the Notes by notice then given in writing to the Master Servicer (and to the Indenture Trustee if given by Holders of Notes), terminate all of the rights and obligations of the Master Servicer as servicer under this Agreement. Upon Any such notice to the Master Servicer shall also be given to each Rating Agency and the Seller. On or after receipt by the Master Servicer of such written notice, all authority and power of the Master Servicer under this Trust Agreement, whether with respect to the Notes or the Mortgage Loans or otherwise, shall pass to and be vested in any successor master servicer appointed hereunder that accepts such appointments. Upon written request from the Trustee or Successor Master Servicer pursuant to and under this Section 6.03; and, without limitation, the Successor Master Servicer is hereby authorized and empowered to execute and deliver, on behalf of the Master Servicer, the Master Servicer shall prepareas attorney-in-fact or otherwise, execute and deliver to the successor entity designated by the Trustee pursuant to Section 8.06 any and all documents and other instruments related to the performance of its duties hereunder as the Master Servicer and, place in such successor’s possession all such documents, together with any Trustee Mortgage Loan Files related to any pool of Mortgage Loans with respect to which it acts as a successor servicerinstruments, and to do or cause to be done accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, at whether to complete the Master Servicer’s sole expensetransfer and endorsement of each Mortgage Loan and related documents, or otherwise. The Master Servicer shall agrees to cooperate with the Successor Master Servicer, the Servicer, the Securities Administrator and the Indenture Trustee and such successor master servicer in effecting the termination of the Master Servicer’s responsibilities and rights hereunder including, without limitation, the transfer to such successor master servicer for administration by it of all cash amounts that shall at the time be credited to the Master Servicer Account or are thereafter received with respect to the Mortgage Loanshereunder. The Master Servicer being terminated shall bear All Servicing Transfer Costs and agrees to reimburse the Trustee other reasonable out-of-pocket costs and the successor master servicer from all costs, damages, expenses and liabilities (including attorneys’ fees) incurred by them in connection with transferring any Mortgage Files to the transfer Successor Master Servicer and amending this Agreement to reflect such succession as Master Servicer pursuant to this Section 6.03 shall be paid by the predecessor Master Servicer within 90 days of master servicingwritten demand, including but itemized in reasonable detail, or, to the extent not limited topaid by the predecessor Master Servicer, legal fees and expensesby the Trust prior to payments to Noteholders (or, accounting fees if the predecessor Master Servicer is the Indenture Trustee, by the initial Master Servicer), upon presentation of reasonable documentation of such costs and expenses. If the terminated predecessor Master Servicer does not is required but fails to pay any the amounts specified in the preceding sentence and such costs and expenses within thirty (30) days of its receipt of an invoice thereforeamounts are paid by the Trust, the Trust Securities Administrator shall, at the direction and expense of the Certificateholders, take appropriate action to enforce such obligation and recover such amounts on behalf of such Certificateholders. Notwithstanding any termination of the activities of the Master Servicer hereunder, the Master Servicer shall reimburse the Trustee (or such successor master servicer therefor) and the Trustee shall continue to be entitled to withdraw such receive from the Trust, payment of all the accrued and unpaid portion of the Master Servicing Fees to which the Master Servicer would have been entitled and reimbursement from amounts on deposit in for all outstanding Monthly Advances which amount shall be remitted by the Certificate Account pursuant Successor Master Servicer to Section 3.01(a)(iv); provided that the terminated Master Servicer as permitted under Section 3.01 of the Indenture on a first-in, first-out basis. The Master Servicer shall reimburse continue to be entitled to the Trust benefits of Section 5.03, notwithstanding any termination hereunder, with respect to events occurring prior to such termination. (c) Upon the occurrence of a Master Servicer Event of Default, the Indenture Trustee shall act as Master Servicer under this Agreement, subject to the right of removal set forth in subsection (b) hereof, for any an initial period commencing on the date on which such expense incurred Master Servicer Event of Default occurred and ending on the last day of the calendar quarter in which such Master Servicer Event of Default occurred, which period shall be extended by the TrustIndenture Trustee (an “Extension Notice”) for a succeeding quarterly period ending on December 31, March 31, June 30 and September 30 of each year (each such quarterly period for which the Master Servicer shall be designated to act as Master Servicer hereunder, a “Master Servicer Term of Service”) until such time as the Securities Administrator and the Indenture Trustee receives written direction from the Holders of not less than 51% of the aggregate Note Balance of the Notes not to deliver an Extension Notice, in which event the Indenture Trustee shall follow such direction; provided that nothing in this clause (c) shall prohibit the Indenture Trustee from removing (or prohibit Noteholders from directing the Indenture Trustee or the Securities Administrator to direct the Indenture Trustee to remove) the Master Servicer pursuant to clause (b) above. In the event the Indenture Trustee fails to deliver an Extension Notice prior to the end of any Master Servicer Term of Service, the Master Servicer shall be automatically terminated. (d) If the Successor Master Servicer or another Person succeeds to the obligations of Master Servicer hereunder, the term of the Successor Master Servicer or such Person shall not be limited unless and until a Master Servicer Event of Default thereafter occurs with respect to such Successor Master Servicer or other Person. At such time, the provisions of Section 6.03(c) and (d) shall become applicable to the then-acting Master Servicer and the Person then-obligated to succeed such then-acting Master Servicer.

Master Servicer Events of Default. Each of the following shall constitute a “Master Servicer Event of Default”: (a) any failure by the Master Servicer to remit to deposit in the Securities Administrator Distribution Account any payment received by it from any Servicer or required to be made by the Master Servicer under the terms of this Trust Agreement which continues unremedied for a period of two (2) Business Days after the date upon which written notice of such failure, requiring the same to be remedied, shall have been given to the Master Servicer by the Securities Administratorany other party hereto; (b) failure by the Master Servicer to duly observe or perform, in any material respect, any other covenants, obligations or agreements of the Master Servicer as set forth in this Trust Agreement (including any obligation to cause any subservicer or Reporting Subcontractor (except as specified below) to take any action specified in Article XIII) which failure continues unremedied for a period of thirty (30) days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Master Servicer by the Securities AdministratorTrustee or to the Master Servicer and the Trustee by the holders of Certificates evidencing at least 25% of the Voting Rights; provided that the thirty (30) day cure period shall not apply so long as the Depositor is required to file Exchange Act Reports with respect to the Trust Fund, the failure to comply with the requirements set forth in Article XIII, for which the grace period shall not exceed the lesser of ten (10) calendar days or such period in which the applicable Exchange Act Report can be timely filed (without taking into account any extensions); (c) failure by the Master Servicer to maintain its license to do business in any jurisdiction where the Mortgaged Premises are located if such license is required; (d) a decree or order of a court or agency or supervisory authority having jurisdiction for the appointment of a conservator or receiver or liquidator in any insolvency, bankruptcy, readjustment of debt, marshaling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against the Master Servicer and such decree or order shall have remained in force, undischarged or unstayed for a period of sixty (60) days; (ed) the Master Servicer shall consent to the appointment of a conservator or receiver or liquidator in any insolvency, bankruptcy, readjustment of debt, marshaling of assets and liabilities or similar proceedings of or relating to the Master Servicer or relating to all or substantially all of its property; (fe) the Master Servicer shall admit in writing its inability to pay its debts as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors, or voluntarily suspend payment of its obligations for three (3) Business Days; (gf) except as otherwise set forth herein, the Master Servicer attempts to assign this Trust Agreement or its responsibilities hereunder or to delegate its duties hereunder (or any portion thereof) without the consent of the Trustee Securities Administrator and the Depositor; or (hg) the indictment of the Master Servicer for the taking of any action by the Master Servicer, any employee thereof, any Affiliate or any director or employee thereof that constitutes fraud or criminal activity in the performance of its obligations under the Trust this Agreement, in each case, where such indictment materially and adversely affects the ability of the Master Servicer to perform its obligations under the Trust this Agreement (subject to the condition that such indictment is not dismissed within ninety (90) days). In each and every such case, so long as a Master Servicer Event of Default shall not have been remedied, in addition to whatever rights the Trustee may have at law or equity to damages, including injunctive relief and specific performance, the Trustee, by notice in writing to the Master Servicer, may may, and (a) upon the request of the NIM Insurer or the Holders of Certificates representing at least 51% of the Voting Rights (except with respect to any Master Servicer Event of Default related to a failure to comply with an Exchange Act Filing Obligation) or (b) the Depositor, in the case of a failure related to an Exchange Act Filing Obligation, shall, terminate with cause all the rights and obligations of the Master Servicer under this Trust Agreement. The Depositor shall not be entitled to terminate the rights and obligations of the Master Servicer, pursuant to the above paragraph, if a failure of the Master Servicer to identify a Subcontractor “participating in the servicing function” within the meaning of Item 1122 of Regulation AB was attributable solely to the role or functions of such Subcontractor with respect to mortgage loans other than the Mortgage Loans. Upon receipt by the Master Servicer of such written notice, all authority and power of the Master Servicer under this Trust Agreement, shall pass to and be vested in any successor master servicer appointed hereunder that which accepts such appointments. Upon written request from the Trustee or the Master ServicerDepositor, the Master Servicer shall prepare, execute and deliver to the successor entity designated by the Trustee pursuant to Section 8.06 any and all documents and other instruments related to the performance of its duties hereunder as the Master Servicer and, place in such successor’s possession all such documents, together with any Trustee Mortgage Loan Files related to any pool of Mortgage Loans documents with respect to which it acts as a successor servicer, the master servicing of the Mortgage Loans and do or cause to be done all other acts or things necessary or appropriate to effect the purposes of such notice of termination, at the Master Servicer’s sole expense. The Master Servicer shall cooperate with the Trustee and such successor master servicer in effecting the termination of the Master Servicer’s responsibilities and rights hereunder includinghereunder, including without limitation, the transfer to such successor master servicer for administration by it of all cash amounts that which shall at the time be credited to the Master Servicer Distribution Account or are thereafter received with respect to the Mortgage Loans. The Upon the occurrence of a Master Servicer being terminated Event of Default, the Securities Administrator shall bear and agrees (i) provide prompt written notice to reimburse the Trustee Trustee, the NIM Insurer and the Depositor of such occurrence and (ii) provide the Depositor in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a successor master servicer from all costs, damages, expenses and liabilities incurred by them in connection with the transfer event the Trustee should succeed to the duties of master servicing, including but not limited to, legal fees and expenses, accounting fees and expensesthe Master Servicer as set forth herein. If In the event that the Master Servicer becomes a terminated Master Servicer does not pay any such costs and expenses within thirty (30) days due to a Master Servicer Event of its receipt of an invoice thereforeDefault, the Trust shall reimburse the Trustee (or such successor master servicer therefor) and the Trustee shall be entitled to withdraw such reimbursement from amounts on deposit in the Certificate Account pursuant to Section 3.01(a)(iv); provided that the terminated Master Servicer shall reimburse bear all costs of the Trust for any such expense transfer of master servicing hereunder (including those incurred by the TrustTrustee). If such costs are not paid by the terminated Master Servicer, such costs shall be reimbursed from the Trust Fund.

Master Servicer Events of Default. Each of the following shall constitute a Master Servicer Event of Default: (a) any failure by the Master Servicer to remit to the Securities Administrator any payment required to be made under the terms of this Trust Agreement which continues unremedied for a period of two (2) Business Days after the date upon which written notice of such failure, requiring the same to be remedied, shall have been given to the Master Servicer by the Securities Administrator; (b) failure by the Master Servicer to duly observe or perform, in any material respect, any other covenants, obligations or agreements of the Master Servicer as set forth in this Trust Agreement which failure continues unremedied for a period of thirty (30) days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Master Servicer by the Securities Administrator; (c) failure by the Master Servicer to maintain its license to do business in any jurisdiction where the Mortgaged Premises are located if such license is required; (d) a decree or order of a court or agency or supervisory authority having jurisdiction for the appointment of a conservator or receiver or liquidator in any insolvency, bankruptcy, readjustment of debt, marshaling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against the Master Servicer and such decree or order shall have remained in force, undischarged or unstayed for a period of sixty (60) days; (e) the Master Servicer shall consent to the appointment of a conservator or receiver or liquidator in any insolvency, bankruptcy, readjustment of debt, marshaling of assets and liabilities or similar proceedings of or relating to the Master Servicer or relating to all or substantially all of its property; (f) the Master Servicer shall admit in writing its inability to pay its debts as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors, or voluntarily suspend payment of its obligations for three (3) Business Days; (g) an affiliate of the Master Servicer that performs any back-up servicer duties of the Master Servicer or any servicing duties assumed by the Master Servicer as successor servicer under any Servicing Agreement ceases to meet the qualifications of a FNMA or FHLMC servicer; (h) the Master Servicer attempts to assign this Trust Agreement or its responsibilities hereunder or to delegate its duties hereunder (or any portion thereof) without the consent of the Trustee and the Depositor; or (hi) the indictment of the Master Servicer for the taking of any action by the Master Servicer, any employee thereof, any Affiliate or any director or employee thereof that constitutes fraud or criminal activity in the performance of its obligations under the Trust Agreement, in each case, where such indictment materially and adversely affects the ability of the Master Servicer to perform its obligations under the Trust Agreement (subject to the condition that such indictment is not dismissed within ninety (90) days). In each and every such case, so long as a Master Servicer Event of Default shall not have been remedied, in addition to whatever rights the Trustee may have at law or equity to damages, including injunctive relief and specific performance, the Trustee, by notice in writing to the Master Servicer, may terminate with cause all the rights and obligations of the Master Servicer under this Trust Agreement. Upon receipt by the Master Servicer of such written notice, all authority and power of the Master Servicer under this Trust Agreement, shall pass to and be vested in any successor master servicer appointed hereunder that accepts such appointments. Upon written request from the Trustee or the Master ServicerTrustee, the Master Servicer shall prepare, execute and deliver to the successor entity designated by the Trustee pursuant to Section 8.06 any and all documents and other instruments related to the performance of its duties hereunder as the Master Servicer and, place in such successor’s possession all such documents, together with any Trustee Mortgage Loan Files related to any pool of Mortgage Loans with respect to which it acts as a successor servicer, and do or cause to be done all other acts or things necessary or appropriate to effect the purposes of such notice of termination, at the Master Servicer’s sole expense. The Master Servicer shall cooperate with the Trustee and such successor master servicer in effecting the termination of the Master Servicer’s responsibilities and rights hereunder includinghereunder, including without limitation, the transfer to such successor master servicer for administration by it of all cash amounts that shall at the time be credited to the Master Servicer Account or are thereafter received with respect to the Mortgage Loans. The Master Servicer being terminated shall bear and agrees to reimburse the Trustee and the successor master servicer from all costs, damages, expenses and liabilities incurred by them in connection with the transfer of master servicing, including but not limited to, legal fees and expenses, accounting fees and expenses. If the terminated Master Servicer does not pay any such costs and expenses within thirty (30) days of its receipt of an invoice therefore, the Trust shall reimburse the Trustee (or such successor master servicer therefor) and the Trustee shall be entitled to withdraw such reimbursement from amounts on deposit in the Certificate Account pursuant to Section 3.01(a)(iv); provided that the terminated Master Servicer shall reimburse the Trust for any such expense incurred by the Trust.

Master Servicer Events of Default. Each of the following shall constitute a "Master Servicer Event of Default": (a) any failure by the Master Servicer to remit to deposit in the Securities Administrator Distribution Account any payment received by it from any Servicer or required to be made by the Master Servicer under the terms of this Trust Agreement which continues unremedied for a period of two (2) Business Days after the date upon which written notice of such failure, requiring the same to be remedied, shall have been given to the Master Servicer by the Securities Administratorany other party hereto; (b) failure by the Master Servicer to duly observe or perform, in any material respect, any other covenants, obligations or agreements of the Master Servicer as set forth in this Trust Agreement (including any obligation to cause any subservicer or Reporting Subcontractor (except as specified below) to take any action specified in Article XIII) which failure continues unremedied for a period of thirty (30) days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Master Servicer by the Securities Administrator;Trustee or to the Master Servicer and the Trustee by the holders of Certificates evidencing at least 25% of the Voting Rights; provided that the thirty (30) day cure period shall not apply so long as the Depositor is required to file Exchange Act Reports with respect to the Trust Fund, the failure to comply with the requirements set forth in Article XIII, for which the grace period shall not exceed the lesser of ten (10) calendar days or such period in which the applicable Exchange Act Report can be filed timely (without taking into account any extensions). (c) failure by the Master Servicer to maintain its license to do business in any jurisdiction where the Mortgaged Premises are located if such license is required; (d) a decree or order of a court or agency or supervisory authority having jurisdiction for the appointment of a conservator or receiver or liquidator in any insolvency, bankruptcy, readjustment of debt, marshaling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against the Master Servicer and such decree or order shall have remained in force, undischarged or unstayed for a period of sixty (60) days; (ed) the Master Servicer shall consent to the appointment of a conservator or receiver or liquidator in any insolvency, bankruptcy, readjustment of debt, marshaling of assets and liabilities or similar proceedings of or relating to the Master Servicer or relating to all or substantially all of its property; (fe) the Master Servicer shall admit in writing its inability to pay its debts as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors, or voluntarily suspend payment of its obligations for three (3) Business Days; (gf) except as otherwise set forth herein, the Master Servicer attempts to assign this Trust Agreement or its responsibilities hereunder or to delegate its duties hereunder (or any portion thereof) without the consent of the Trustee Trustee, the Securities Administrator and the Depositor; or (hg) the indictment of the Master Servicer for the taking of any action by the Master Servicer, any employee thereof, any Affiliate or any director or employee thereof that constitutes fraud or criminal activity in the performance of its obligations under the Trust this Agreement, in each case, where such indictment materially and adversely affects the ability of the Master Servicer to perform its obligations under the Trust this Agreement (subject to the condition that such indictment is not dismissed within ninety (90) days). In each and every such case, so long as a Master Servicer Event of Default shall not have been remedied, in addition to whatever rights the Trustee may have at law or equity to damages, including injunctive relief and specific performance, the Trustee, by notice in writing to the Master Servicer, may may, and (a) upon the request of the Holders of Certificates representing at least 51% of the Voting Rights (except with respect to any Master Servicer Event of Default related to a failure to comply with an Exchange Act Filing Obligation) or (b) the Depositor, in the case of a failure related to an Exchange Act Filing Obligation, shall, terminate with cause all the rights and obligations of the Master Servicer under this Trust Agreement. The Depositor shall not be entitled to terminate the rights and obligations of the Master Servicer, pursuant to the above paragraph, if a failure of the Master Servicer to identify a Subcontractor "participating in the servicing function" within the meaning of Item 1122 of Regulation AB was attributable solely to the role or functions of such Subcontractor with respect to mortgage loans other than the Mortgage Loans. Upon receipt by the Master Servicer of such written notice, all authority and power of the Master Servicer under this Trust Agreement, shall pass to and be vested in any successor master servicer appointed hereunder that which accepts such appointments. Upon written request from the Trustee or the Master ServicerDepositor, the Master Servicer shall prepare, execute and deliver to the successor entity designated by the Trustee pursuant to Section 8.06 any and all documents and other instruments related to the performance of its duties hereunder as the Master Servicer and, place in such successor’s 's possession all such documents, together with any Trustee Mortgage Loan Files related to any pool of Mortgage Loans documents with respect to which it acts as a successor servicer, the master servicing of the Mortgage Loans and do or cause to be done all other acts or things necessary or appropriate to effect the purposes of such notice of termination, at the Master Servicer’s 's sole expense. The Master Servicer shall cooperate with the Trustee and such successor master servicer in effecting the termination of the Master Servicer’s 's responsibilities and rights hereunder includinghereunder, including without limitation, the transfer to such successor master servicer for administration by it of all cash amounts that which shall at the time be credited to the Master Servicer Distribution Account or are thereafter received with respect to the Mortgage Loans. The Upon the occurrence of a Master Servicer being terminated Event of Default, the Securities Administrator shall bear provide the Depositor in writing and agrees in form and substance reasonably satisfactory to reimburse the Trustee and Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a successor master servicer from all costs, damages, expenses and liabilities incurred by them in connection with the transfer event the Trustee should succeed to the duties of master servicing, including but not limited to, legal fees and expenses, accounting fees and expenses. If the terminated Master Servicer does not pay any such costs and expenses within thirty (30) days of its receipt of an invoice therefore, the Trust shall reimburse the Trustee (or such successor master servicer therefor) and the Trustee shall be entitled to withdraw such reimbursement from amounts on deposit in the Certificate Account pursuant to Section 3.01(a)(iv); provided that the terminated Master Servicer shall reimburse the Trust for any such expense incurred by the Trustas set forth herein.

Master Servicer Events of Default. Each of the following shall constitute a "Master Servicer Event of Default": (a) any failure by the Master Servicer to remit to deposit in the Securities Administrator Distribution Account any payment received by it from any Servicer or required to be made by the Master Servicer under the terms of this Trust Agreement which continues unremedied for a period of two (2) Business Days after the date upon which written notice of such failure, requiring the same to be remedied, shall have been given to the Master Servicer by the Securities Administratorany other party hereto; (b) failure by the Master Servicer to duly observe or perform, in any material respect, any other covenants, obligations or agreements of the Master Servicer as set forth in this Trust Agreement which failure continues unremedied for a period of thirty (30) days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Master Servicer by the Securities AdministratorTrustee or to the Master Servicer and Trustee by the holders of Certificates evidencing at least 25% of the Voting Rights; (c) failure by the Master Servicer to maintain its license to do business in any jurisdiction where the Mortgaged Premises are located if such license is required; (d) a decree or order of a court or agency or supervisory authority having jurisdiction for the appointment of a conservator or receiver or liquidator in any insolvency, bankruptcy, readjustment of debt, marshaling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against the Master Servicer and such decree or order shall have remained in force, undischarged or unstayed for a period of sixty (60) days; (ed) the Master Servicer shall consent to the appointment of a conservator or receiver or liquidator in any insolvency, bankruptcy, readjustment of debt, marshaling of assets and liabilities or similar proceedings of or relating to the Master Servicer or relating to all or substantially all of its property; (fe) the Master Servicer shall admit in writing its inability to pay its debts as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors, or voluntarily suspend payment of its obligations for three (3) Business Days; (gf) Except as otherwise set forth herein, the Master Servicer attempts to assign this Trust Agreement or its responsibilities hereunder or to delegate its duties hereunder (or any portion thereof) without the consent of the Trustee Trustee, Securities Administrator and the Depositor; or (hg) the indictment of the Master Servicer for the taking of any action by the Master Servicer, any employee thereof, any Affiliate or any director or employee thereof that constitutes fraud or criminal activity in the performance of its obligations under the Trust this Agreement, in each case, where such indictment materially and adversely affects the ability of the Master Servicer to perform its obligations under the Trust this Agreement (subject to the condition that such indictment is not dismissed within ninety (90) days). In each and every such case, so long as a Master Servicer Event of Default shall not have been remedied, in addition to whatever rights the Trustee may have at law or equity to damages, including injunctive relief and specific performance, the Trustee, by notice in writing to the Master Servicer, may may, and upon the request of the Holders of Certificates representing at least 51% of the Voting Rights shall, terminate with cause all the rights and obligations of the Master Servicer under this Trust Agreement. Upon receipt by the Master Servicer of such written notice, all authority and power of the Master Servicer under this Trust Agreement, shall pass to and be vested in any successor master servicer appointed hereunder that which accepts such appointments. Upon written request from the Trustee or the Master ServicerDepositor, the Master Servicer shall prepare, execute and deliver to the successor entity designated by the Trustee pursuant to Section 8.06 any and all documents and other instruments related to the performance of its duties hereunder as the Master Servicer and, place in such successor’s 's possession all such documents, together with any Trustee Mortgage Loan Files related to any pool of Mortgage Loans documents with respect to which it acts as a successor servicer, the master servicing of the Mortgage Loans and do or cause to be done all other acts or things necessary or appropriate to effect the purposes of such notice of termination, at the Master Servicer’s 's sole expense. The Master Servicer shall cooperate with the Trustee and such successor master servicer in effecting the termination of the Master Servicer’s 's responsibilities and rights hereunder includinghereunder, including without limitation, the transfer to such successor master servicer for administration by it of all cash amounts that which shall at the time be credited to the Master Servicer Distribution Account or are thereafter received with respect to the Mortgage Loans. The Master Servicer being terminated shall bear and agrees to reimburse the Trustee and the successor master servicer from all costs, damages, expenses and liabilities incurred by them in connection with the transfer of master servicing, including but not limited to, legal fees and expenses, accounting fees and expenses. If the terminated Master Servicer does not pay any such costs and expenses within thirty (30) days of its receipt of an invoice therefore, the Trust shall reimburse the Trustee (or such successor master servicer therefor) and the Trustee shall be entitled to withdraw such reimbursement from amounts on deposit in the Certificate Account pursuant to Section 3.01(a)(iv); provided that the terminated Master Servicer shall reimburse the Trust for any such expense incurred by the Trust.

Master Servicer Events of Default. Each of the following shall constitute a Master Servicer Event of Default: (a) any failure by the Master Servicer to remit to the Securities Administrator any payment required to be made under the terms of this Trust Agreement which continues unremedied for a period of two (2) Business Days after the date upon which written notice of such failure, requiring the same to be remedied, shall have been given to the Master Servicer by the Securities Administrator; (b) failure by the Master Servicer to duly observe or perform, in any material respect, any other covenants, obligations or agreements of the Master Servicer as set forth in this Trust Agreement which failure continues unremedied for a period of thirty (30) days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Master Servicer by the Securities Administrator; (c) failure by the Master Servicer to maintain its license to do business in any jurisdiction where the Mortgaged Premises are located if such license is required; (d) a decree or order of a court or agency or supervisory authority having jurisdiction for the appointment of a conservator or receiver or liquidator in any insolvency, bankruptcy, readjustment of debt, marshaling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against the Master Servicer and such decree or order shall have remained in force, undischarged or unstayed for a period of sixty (60) days; (e) the Master Servicer shall consent to the appointment of a conservator or receiver or liquidator in any insolvency, bankruptcy, readjustment of debt, marshaling of assets and liabilities or similar proceedings of or relating to the Master Servicer or relating to all or substantially all of its property; (f) the Master Servicer shall admit in writing its inability to pay its debts as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors, or voluntarily suspend payment of its obligations for three (3) Business Days; (g) an affiliate of the Master Servicer that performs any back-up servicer duties of the Master Servicer or any servicing duties assumed by the Master Servicer as successor servicer under any Servicing Agreement ceases to meet the qualifications of a FNMA or FHLMC servicer; (h) the Master Servicer attempts to assign this Trust Agreement or its responsibilities hereunder or to delegate its duties hereunder (or any portion thereof) without the consent of the Trustee and the Depositor; or (hi) the indictment of the Master Servicer for the taking of any action by the Master Servicer, any employee thereof, any Affiliate or any director or employee thereof that constitutes fraud or criminal activity in the performance of its obligations under the Trust Agreement, in each case, where such indictment materially and adversely affects the ability of the Master Servicer to perform its obligations under the Trust Agreement (subject to the condition that such indictment is not dismissed within ninety (90) days). In each and every such case, so long as a Master Servicer Event of Default shall not have been remedied, in addition to whatever rights the Trustee may have at law or equity to damages, including injunctive relief and specific performance, the Trustee, by notice in writing to the Master Servicer, may terminate with cause all the rights and obligations of the Master Servicer under this Trust Agreement. Upon receipt by the Master Servicer of such written notice, all authority and power of the Master Servicer under this Trust Agreement, shall pass to and be vested in any successor master servicer appointed hereunder that which accepts such appointments. Upon written request from the Trustee or the Master Servicer, the Master Servicer shall prepare, execute and deliver to the successor entity designated by the Trustee pursuant to Section 8.06 any and all documents and other instruments related to the performance of its duties hereunder as the Master Servicer and, place in such successor’s possession all such documents, together with any Trustee Mortgage Loan Files related to any pool of Mortgage Loans with respect to which it acts as a successor servicer, and do or cause to be done all other acts or things necessary or appropriate to effect the purposes of such notice of termination, at the Master Servicer’s sole expense. The Master Servicer shall cooperate with the Trustee and such successor master servicer in effecting the termination of the Master Servicer’s responsibilities and rights hereunder includinghereunder, including without limitation, the transfer to such successor master servicer for administration by it of all cash amounts that which shall at the time be credited to the Master Servicer Account or are thereafter received with respect to the Mortgage Loans. The Master Servicer being terminated shall bear and agrees to reimburse the Trustee and the successor master servicer from all costs, damages, expenses and liabilities incurred by them in connection with the transfer of master servicing, including but not limited to, legal fees and expenses, accounting fees and expenses. If the terminated Master Servicer does not pay any such costs and expenses within thirty (30) days of its receipt of an invoice therefore, the Trust shall reimburse the Trustee (or such successor master servicer therefor) and the Trustee shall be entitled to withdraw such reimbursement from amounts on deposit in the Certificate Account pursuant to Section 3.01(a)(iv); provided that the terminated Master Servicer shall reimburse the Trust for any such expense incurred by the Trust.

Master Servicer Events of Default. Each of the following shall constitute a Master Servicer Event of Default: (a) any failure by the Master Servicer to remit to the Securities Administrator any payment required to be made under the terms of this Trust Agreement which continues unremedied for a period of two (2) Business Days after the date upon which written notice of such failure, requiring the same to be remedied, shall have been given to the Master Servicer by the Securities Administrator; (b) failure by the Master Servicer to duly observe or perform, in any material respect, any other covenants, obligations or agreements of the Master Servicer as set forth in this Trust Agreement which failure continues unremedied for a period of thirty (30) days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Master Servicer by the Securities Administrator; (c) failure by the Master Servicer to maintain its license to do business in any jurisdiction where the Mortgaged Premises are located if such license is required; (d) a decree or order of a court or agency or supervisory authority having jurisdiction for the appointment of a conservator or receiver or liquidator in any insolvency, bankruptcy, readjustment of debt, marshaling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against the Master Servicer and such decree or order shall have remained in force, undischarged or unstayed for a period of sixty (60) days; (e) the Master Servicer shall consent to the appointment of a conservator or receiver or liquidator in any insolvency, bankruptcy, readjustment of debt, marshaling of assets and liabilities or similar proceedings of or relating to the Master Servicer or relating to all or substantially all of its property; (f) the Master Servicer shall admit in writing its inability to pay its debts as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors, or voluntarily suspend payment of its obligations for three (3) Business Days; (g) an affiliate of the Master Servicer that performs any back-up servicer duties of the Master Servicer or any servicing duties assumed by the Master Servicer as successor servicer under any Servicing Agreement ceases to meet the qualifications of a FNMA or FHLMC servicer; (h) the Master Servicer attempts to assign this Trust Agreement or its responsibilities hereunder or to delegate its duties hereunder (or any portion thereof) without the consent of the Trustee and the Depositor; (i) the occurrence of certain Delinquency Events; or (hj) the indictment of the Master Servicer for the taking of any action by the Master Servicer, any employee thereof, any Affiliate or any director or employee thereof that constitutes fraud or criminal activity in the performance of its obligations under the Trust Agreement, in each case, where such indictment materially and adversely affects the ability of the Master Servicer to perform its obligations under the Trust Agreement (subject to the condition that such indictment is not dismissed within ninety (90) days). In each and every such case, so long as a Master Servicer Event of Default shall not have been remedied, in addition to whatever rights the Trustee may have at law or equity to damages, including injunctive relief and specific performance, the Trustee, by notice in writing to the Master Servicer, may terminate with cause all the rights and obligations of the Master Servicer under this Trust Agreement. Upon receipt by the Master Servicer of such written notice, all authority and power of the Master Servicer under this Trust Agreement, shall pass to and be vested in any successor master servicer appointed hereunder that which accepts such appointments. Upon written request from the Trustee or the Master Servicer, the Master Servicer shall prepare, execute and deliver to the successor entity designated by the Trustee pursuant to Section 8.06 any and all documents and other instruments related to the performance of its duties hereunder as the Master Servicer and, place in such successor’s possession all such documents, together with any Trustee Mortgage Loan Files related to any pool of Mortgage Loans with respect to which it acts as a successor servicer, and do or cause to be done all other acts or things necessary or appropriate to effect the purposes of such notice of termination, at the Master Servicer’s sole expense. The Master Servicer shall cooperate with the Trustee and such successor master servicer in effecting the termination of the Master Servicer’s responsibilities and rights hereunder includinghereunder, including without limitation, the transfer to such successor master servicer for administration by it of all cash amounts that which shall at the time be credited to the Master Servicer Account or are thereafter received with respect to the Mortgage Loans. The Master Servicer being terminated shall bear and agrees to reimburse the Trustee and the successor master servicer from all costs, damages, expenses and liabilities incurred by them in connection with the transfer of master servicing, including but not limited to, legal fees and expenses, accounting fees and expenses. If the terminated Master Servicer does not pay any such costs and expenses within thirty (30) days of its receipt of an invoice therefore, the Trust shall reimburse the Trustee (or such successor master servicer therefor) and the Trustee shall be entitled to withdraw such reimbursement from amounts on deposit in the Certificate Account pursuant to Section 3.01(a)(iv); provided that the terminated Master Servicer shall reimburse the Trust for any such expense incurred by the Trust.

Master Servicer Events of Default. Each (a) If any one of the following shall constitute a events (“Master Servicer Event Events of Default”) shall occur and be continuing: (ai) any Any failure by the Master Servicer to remit to furnish the Securities Administrator any payment required the Mortgage Loan data sufficient to be made under prepare the terms of this Trust Agreement reports described in Section 5.03 which continues unremedied for a period of two (2) one Business Days Day after the date upon which written notice of such failure, requiring the same to be remedied, failure shall have been given to the such Master Servicer by the Trustee or the Securities Administrator;Administrator or to such Master Servicer, the Securities Administrator and the Trustee by any Holder with Certificates evidencing Voting Interests of at least 25%; or (bii) Any failure by on the Master Servicer to duly observe or perform, in any material respect, any other covenants, obligations or agreements part of the Master Servicer as set forth duly to observe or perform in any material respect any other of the covenants or agreements (other than those referred to in clauses (viii) and (ix) below) on the part of the Master Servicer contained in this Trust Agreement which failure continues unremedied for a period of thirty (30) days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Master Servicer by the Trustee or the Securities Administrator;, or to the Master Servicer, the Securities Administrator and the Trustee by any Holder with Certificates evidencing Voting Interests of at least 25%; or (ciii) failure by the Master Servicer to maintain its license to do business in any jurisdiction where the Mortgaged Premises are located if such license is required; (d) a A decree or order of a court or agency or supervisory authority having jurisdiction for the appointment of a conservator or receiver or liquidator in any insolvency, bankruptcy, readjustment of debt, marshaling marshalling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against the Master Servicer Servicer, and such decree or order shall have remained in force, force undischarged or unstayed for a period of sixty (60) days;days or any Rating Agency reduces or withdraws or threatens to reduce or withdraw the rating of the Certificates because of the financial condition or loan servicing capability of such Master Servicer; or (eiv) the The Master Servicer shall consent to the appointment of a conservator or receiver or liquidator in any insolvency, bankruptcy, readjustment of debt, marshaling marshalling of assets and liabilities liabilities, voluntary liquidation or similar proceedings of or relating to the Master Servicer or of or relating to all or substantially all of its property;; or (fv) the The Master Servicer shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors, creditors or voluntarily suspend payment of its obligations for three (3) Business Days;obligations; or (gvi) The Master Servicer shall be dissolved, or shall dispose of all or substantially all of its assets, or consolidate with or merge into another entity or shall permit another entity to consolidate or merge into it, such that the resulting entity does not meet the criteria for a Successor Master Servicer as specified in Section 8.04 hereof; or (vii) If a representation or warranty set forth in Section 2.03(d) hereof shall prove to be incorrect as of the time made in any respect that materially and adversely affects the interests of the Certificateholders, and the circumstance or condition in respect of which such representation or warranty was incorrect shall not have been eliminated or cured within 30 days after the date on which written notice of such incorrect representation or warranty shall have been given to the Master Servicer attempts by the Trustee or the Securities Administrator, or to assign this Trust Agreement the Master Servicer, the Securities Administrator and the Trustee by any Holder with Certificates evidencing Voting Interests of at least 25%; or (viii) A sale or its responsibilities pledge of any of the rights of the Master Servicer hereunder or to delegate its an assignment of this Agreement by the Master Servicer or a delegation of the rights or duties of the Master Servicer hereunder (or shall have occurred in any portion thereof) manner not otherwise permitted hereunder and without the prior written consent of the Trustee and the Depositorany Holder with Certificates evidencing Voting Interests of at least 50%; or (hix) After receipt of notice from the indictment of the Master Servicer for the taking of any action by the Master ServicerTrustee, any employee thereof, any Affiliate or any director or employee thereof that constitutes fraud or criminal activity in the performance of its obligations under the Trust Agreement, in each case, where such indictment materially and adversely affects the ability failure of the Master Servicer to perform its obligations under the Trust Agreement make any Monthly Advances when such Monthly Advances are due, as required to be made hereunder. (subject to the condition that such indictment is not dismissed within ninety (90b) days). In then, and in each and every such case, so long as a Master Servicer Event of Default shall not have been remedied, in addition (x) with respect solely to whatever rights clause (ix) above, upon receipt of written notice or discovery by a Responsible Officer of the Trustee may have at law or equity to damages, including injunctive relief and specific performanceof the Securities Administrator of such failure, the Trustee, by Trustee shall give immediate telephonic notice in writing of such failure to a Master Servicing Officer of the Master Servicer, may Servicer and the Trustee shall terminate with cause all of the rights and obligations of the Master Servicer under this Trust Agreement and the Successor Master Servicer appointed in accordance with Section 8.02 shall immediately make such Monthly Advance (provided, if the Successor Master Servicer determines in its reasonable judgment that a Monthly Advance is a Nonrecoverable Advance or if it is prohibited by law from doing so, the Successor Master Servicer shall be under no obligation to make such Monthly Advance) prior to the payment of funds on the related Distribution Date and assume, pursuant to Section 8.04, the duties of a Successor Master Servicer and (y) in the case of clauses (i), (ii), (iii), (iv), (v), (vi), (vii) and (viii) above, the Trustee shall, at the direction of the Holders of Offered Certificates evidencing not less than 51% of all of the Voting Rights by notice then given in writing to the Master Servicer (and to the Trustee if given by Holders of Certificates), terminate all of the rights and obligations of the Master Servicer as servicer under this Agreement. Upon Any such notice to the Master Servicer shall also be given to each Rating Agency and the Seller. On or after receipt by the Master Servicer of such written notice, all authority and power of the Master Servicer under this Trust Agreement, whether with respect to the Certificates or the Mortgage Loans or otherwise, shall pass to and be vested in any successor master servicer appointed hereunder that accepts such appointments. Upon written request from the Trustee or Successor Master Servicer pursuant to and under this Section 8.03; and, without limitation, the Successor Master Servicer is hereby authorized and empowered to execute and deliver, on behalf of the Master Servicer, the Master Servicer shall prepareas attorney-in-fact or otherwise, execute and deliver to the successor entity designated by the Trustee pursuant to Section 8.06 any and all documents and other instruments related to the performance of its duties hereunder as the Master Servicer and, place in such successor’s possession all such documents, together with any Trustee Mortgage Loan Files related to any pool of Mortgage Loans with respect to which it acts as a successor servicerinstruments, and to do or cause to be done accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, at whether to complete the Master Servicer’s sole expensetransfer and endorsement of each Mortgage Loan and related documents, or otherwise. The Master Servicer shall agrees to cooperate with the Successor Master Servicer, the Servicer, the Securities Administrator and the Trustee and such successor master servicer in effecting the termination of the Master Servicer’s responsibilities and rights hereunder including, without limitation, the transfer to such successor master servicer for administration by it of all cash amounts that shall at the time be credited to the Master Servicer Account or are thereafter received with respect to the Mortgage Loanshereunder. The Master Servicer being terminated shall bear All Servicing Transfer Costs and agrees to reimburse the Trustee other reasonable out-of-pocket costs and the successor master servicer from all costs, damages, expenses and liabilities (including attorneys’ fees) incurred by them in connection with the transfer termination of master servicingthe Master Servicer and transferring any Mortgage Files to the Successor Master Servicer and amending this Agreement to reflect such succession as Master Servicer pursuant to this Section 8.03 shall be paid by the predecessor Master Servicer within 90 days of written demand, including but itemized in reasonable detail, or, to the extent not limited topaid by the predecessor Master Servicer, legal fees and expensesby the Trust prior to distributions to Certificateholders (or, accounting fees if the predecessor Master Servicer is the Trustee, by the initial Master Servicer), upon presentation of reasonable documentation of such costs and expenses. If the terminated predecessor Master Servicer does not is required but fails to pay any the amounts specified in the preceding sentence and such costs and expenses within thirty (30) days of its receipt of an invoice thereforeamounts are paid by the Trust, the Trust Securities Administrator shall, at the direction and expense of the Class C Certificateholders, take appropriate action to enforce such obligation and recover such amounts on behalf of such Class C Certificateholders. Notwithstanding any termination of the activities of the Master Servicer hereunder, the Master Servicer shall reimburse the Trustee (or such successor master servicer therefor) and the Trustee shall continue to be entitled to withdraw such receive from the Trust, payment of all the accrued and unpaid portion of the Master Servicing Fees to which the Master Servicer would have been entitled and reimbursement from amounts on deposit in for all outstanding Monthly Advances which amount shall be remitted by the Certificate Account pursuant Successor Master Servicer to Section 3.01(a)(iv); provided that the terminated Master Servicer as permitted under Section 5.04 on a first-in, first-out basis. The Master Servicer shall reimburse continue to be entitled to the Trust benefits of Section 7.03, notwithstanding any termination hereunder, with respect to events occurring prior to such termination. (c) Upon the occurrence of a Master Servicer Event of Default, the Master Servicer shall act as Master Servicer under this Agreement, subject to the right of removal set forth in subsection (b) hereof, for any an initial period commencing on the date on which such expense incurred Master Servicer Event of Default occurred and ending on the last day of the calendar quarter in which such Master Servicer Event of Default occurred, which period shall be extended by the TrustTrustee (an “Extension Notice”) for a succeeding quarterly period ending on December 31, March 31, June 30 and September 30 of each year (each such quarterly period for which the Master Servicer shall be designated to act as Master Servicer hereunder, a “Master Servicer Term of Service”) until such time as the Securities Administrator and the Trustee receives written direction from the Holders of Certificates evidencing at least 51% of the Voting Rights not to deliver an Extension Notice, in which event the Trustee shall follow such direction; provided that nothing in this clause (c) shall prohibit the Trustee from removing (or prohibit Certificateholders from directing the Trustee or the Securities Administrator to direct the Trustee to remove) the Master Servicer pursuant to clause (b) above. In the event the Trustee fails to deliver an Extension Notice prior to the end of any Master Servicer Term of Service, the Master Servicer shall be automatically terminated. (d) If the Successor Master Servicer or another Person succeeds to the obligations of Master Servicer hereunder, the term of the Successor Master Servicer or such Person shall not be limited unless and until a Master Servicer Event of Default thereafter occurs with respect to such Successor Master Servicer or other Person. At such time, the provisions of Section 8.03 (c) and (d) shall become applicable to the then-acting Master Servicer and the Person then-obligated to succeed such then-acting Master Servicer.

Master Servicer Events of Default. Each of the following shall constitute a "Master Servicer Event of Default": (a) any failure by the Master Servicer to remit to the Securities Administrator for deposit in the Distribution Account any payment received by it from any Servicer or required to be made by the Master Servicer under the terms of this Trust Agreement which continues unremedied for a period of two (2) Business Days after the date upon which written notice of such failure, requiring the same to be remedied, shall have been given to the Master Servicer by the Securities Administratorany other party hereto; (b) failure by the Master Servicer to duly observe or perform, in any material respect, any other covenants, obligations or agreements of the Master Servicer as set forth in this Trust Agreement which failure continues unremedied for a period of thirty (30) days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Master Servicer by the Securities AdministratorTrustee or to the Master Servicer and Trustee by the holders of Certificates evidencing at least 25% of the Voting Rights; (c) failure by the Master Servicer to maintain its license to do business in any jurisdiction where the Mortgaged Premises are located if such license is required; (d) a decree or order of a court or agency or supervisory authority having jurisdiction for the appointment of a conservator or receiver or liquidator in any insolvency, bankruptcy, readjustment of debt, marshaling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against the Master Servicer and such decree or order shall have remained in force, undischarged or unstayed for a period of sixty (60) days; (ed) the Master Servicer shall consent to the appointment of a conservator or receiver or liquidator in any insolvency, bankruptcy, readjustment of debt, marshaling of assets and liabilities or similar proceedings of or relating to the Master Servicer or relating to all or substantially all of its property; (fe) the Master Servicer shall admit in writing its inability to pay its debts as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors, or voluntarily suspend payment of its obligations for three (3) Business Days; (gf) Except as otherwise set forth herein, the Master Servicer attempts to assign this Trust Agreement or its responsibilities hereunder or to delegate its duties hereunder (or any portion thereof) without the consent of the Trustee Trustee, Securities Administrator and the Depositor; oror 165 (hg) the indictment of the Master Servicer for the taking of any action by the Master Servicer, any employee thereof, any Affiliate or any director or employee thereof that constitutes fraud or criminal activity in the performance of its obligations under the Trust this Agreement, in each case, where such indictment materially and adversely affects the ability of the Master Servicer to perform its obligations under the Trust this Agreement (subject to the condition that such indictment is not dismissed within ninety (90) days). In each and every such case, so long as a Master Servicer Event of Default shall not have been remedied, in addition to whatever rights the Trustee Securities Administrator may have at law or equity to damages, including injunctive relief and specific performance, the TrusteeSecurities Administrator, by notice in writing to the Master ServicerServicer may, may and at the direction of the Holders of Certificates representing at least 51% of the Voting Rights, shall, terminate with cause all the rights and obligations of the Master Servicer under this Trust Agreement. Upon receipt by the Master Servicer of such written notice, all authority and power of the Master Servicer under this Trust Agreement, shall pass to and be vested in any successor master servicer appointed hereunder that which accepts such appointments. Upon written request from the Trustee or the Master ServicerDepositor, the Master Servicer shall prepare, execute and deliver to the successor entity designated by the Trustee pursuant to Section 8.06 any and all documents and other instruments related to the performance of its duties hereunder as the Master Servicer and, and place in such successor’s 's possession all such documents, together with any Trustee Mortgage Loan Files related to any pool of Mortgage Loans documents with respect to which it acts as a successor servicer, the master servicing of the Mortgage Loans and do or cause to be done all other acts or things necessary or appropriate to effect the purposes of such notice of termination, at the Master Servicer’s 's sole expense. The Master Servicer shall cooperate with the Trustee and such successor master servicer in effecting the termination of the Master Servicer’s 's responsibilities and rights hereunder includinghereunder, including without limitation, the transfer to such successor master servicer for administration by it of all cash amounts that which shall at the time be credited to the Master Servicer Distribution Account or are thereafter received with respect to the Mortgage Loans. The Master Servicer being terminated shall bear and agrees to reimburse the Trustee and the successor master servicer from all costs, damages, expenses and liabilities incurred by them in connection with the transfer of master servicing, including but not limited to, legal fees and expenses, accounting fees and expenses. If the terminated Master Servicer does not pay any such costs and expenses within thirty (30) days of its receipt of an invoice therefore, the Trust shall reimburse the Trustee (or such successor master servicer therefor) and the Trustee shall be entitled to withdraw such reimbursement from amounts on deposit in the Certificate Account pursuant to Section 3.01(a)(iv); provided that the terminated Master Servicer shall reimburse the Trust for any such expense incurred by the Trust.

Master Servicer Events of Default. Each of the following shall constitute a “Master Servicer Event of Default”: (a) any failure by the Master Servicer to remit to deposit in the Securities Administrator Certificate Account any payment received by it from any Servicer or required to be made by the Master Servicer under the terms of this Trust Agreement which continues unremedied for a period of two (2) Business Days after the date upon which written notice of such failure, requiring the same to be remedied, shall have been given to the Master Servicer by the Securities Administratorany other party hereto; (b) failure by the Master Servicer to duly observe or perform, in any material respect, any other covenants, obligations or agreements of the Master Servicer as set forth in this Trust Agreement (including any obligation to cause any subservicer, Servicer or Reporting Subcontractor to take any action specified in Sections 13.07(a)(3), 13.08(a) or 13.08(b)), which failure continues unremedied for a period of thirty (30) days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Master Servicer by the Securities AdministratorTrustee or to the Master Servicer and the Trustee by the Holders of Certificates evidencing at least 25% of the Voting Rights; provided that the thirty (30) day cure period shall not apply so long as the Depositor is required to file Exchange Act Reports with respect to the Trust Fund, the failure to comply with the requirements set forth in Article XIII, for which the grace period shall not exceed the lesser of ten (10) calendar days or such period in which the applicable Exchange Act Report can be timely filed (without taking into account any extensions); (c) failure by the Master Servicer to maintain its license to do business in any jurisdiction where the Mortgaged Premises are located if such license is required; (d) a decree or order of a court or agency or supervisory authority having jurisdiction for the appointment of a conservator or receiver or liquidator in any insolvency, bankruptcy, readjustment of debt, marshaling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against the Master Servicer and such decree or order shall have remained in force, undischarged or unstayed for a period of sixty (60) days; (ed) the Master Servicer shall consent to the appointment of a conservator or receiver or liquidator in any insolvency, bankruptcy, readjustment of debt, marshaling of assets and liabilities or similar proceedings of or relating to the Master Servicer or relating to all or substantially all of its property; (fe) the Master Servicer shall admit in writing its inability to pay its debts as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors, or voluntarily suspend payment of its obligations for three (3) Business Days; (gf) except as otherwise set forth herein, the Master Servicer attempts to assign this Trust Agreement or its responsibilities hereunder or to delegate its duties hereunder (or any portion thereof) without the consent of the Trustee Securities Administrator and the Depositor; or (hg) the indictment of the Master Servicer for the taking of any action by the Master Servicer, any employee thereof, any Affiliate or any director or employee thereof that constitutes fraud or criminal activity in the performance of its obligations under the Trust this Agreement, in each case, where such indictment materially and adversely affects the ability of the Master Servicer to perform its obligations under the Trust this Agreement (subject to the condition that such indictment is not dismissed within ninety (90) days). In each and every such case, so long as a Master Servicer Event of Default shall not have been remedied, in addition to whatever rights the Trustee may have at law or equity to damages, including injunctive relief and specific performance, the Trustee, by notice in writing to the Master Servicer, may may, and (a) upon the request of the Holders of Certificates representing at least 51% of the Voting Rights (except with respect to any Master Servicer Event of Default related to a failure to comply with an Exchange Act Filing Obligation) or (b) the Depositor, in the case of a failure related to an Exchange Act Filing Obligation, shall, terminate with cause all the rights and obligations of the Master Servicer under this Trust Agreement. The Depositor shall not be entitled to terminate the rights and obligations of the Master Servicer, pursuant to the above paragraph, if a failure of the Master Servicer to identify a Subcontractor “participating in the servicing function” within the meaning of Item 1122 of Regulation AB was attributable solely to the role or functions of such Subcontractor with respect to mortgage loans other than the Mortgage Loans. Upon receipt by the Master Servicer of such written notice, all authority and power of the Master Servicer under this Trust Agreement, shall pass to and be vested in any successor master servicer appointed hereunder that which accepts such appointments. Upon written request from the Trustee or the Master ServicerDepositor, the Master Servicer shall prepare, execute and deliver to the successor entity designated by the Trustee pursuant to Section 8.06 any and all documents and other instruments related to the performance of its duties hereunder as the Master Servicer and, place in such successor’s possession all such documents, together with any Trustee Mortgage Loan Files related to any pool of Mortgage Loans documents with respect to which it acts as a successor servicer, the master servicing of the Mortgage Loans and do or cause to be done all other acts or things necessary or appropriate to effect the purposes of such notice of termination, at the Master Servicer’s sole expense. The Master Servicer shall cooperate with the Trustee and such successor master servicer in effecting the termination of the Master Servicer’s responsibilities and rights hereunder includinghereunder, including without limitation, the transfer to such successor master servicer for administration by it of all cash amounts that which shall at the time be credited to the Master Servicer Certificate Account or are thereafter received with respect to the Mortgage Loans. The Upon the occurrence of a Master Servicer being terminated Event of Default, the Securities Administrator shall bear provide the Depositor in writing and agrees in form and substance reasonably satisfactory to reimburse the Trustee and Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a successor master servicer from all costs, damages, expenses and liabilities incurred by them in connection with the transfer event the Trustee should succeed to the duties of master servicing, including but not limited to, legal fees and expenses, accounting fees and expenses. If the terminated Master Servicer does not pay any such costs and expenses within thirty (30) days of its receipt of an invoice therefore, the Trust shall reimburse the Trustee (or such successor master servicer therefor) and the Trustee shall be entitled to withdraw such reimbursement from amounts on deposit in the Certificate Account pursuant to Section 3.01(a)(iv); provided that the terminated Master Servicer shall reimburse the Trust for any such expense incurred by the Trustas set forth herein.

Master Servicer Events of Default. Each (a) If any one of the following shall constitute a events (“Master Servicer Event Events of Default”) shall occur and be continuing: (ai) any Any failure by the Master Servicer to remit to furnish the Securities Administrator any payment required the Mortgage Loan data sufficient to be made under prepare the terms reports described in Section 7.05 of this Trust Agreement the Indenture which continues unremedied for a period of two (2) one Business Days Day after the date upon which written notice of such failure, requiring the same to be remedied, failure shall have been given to the such Master Servicer by the Indenture Trustee or the Securities Administrator;Administrator or to such Master Servicer, the Securities Administrator and the Indenture Trustee by the Holders of not less than 25% of the aggregate Note Balance of the Notes; or (bii) Any failure by on the Master Servicer to duly observe or perform, in any material respect, any other covenants, obligations or agreements part of the Master Servicer as set forth duly to observe or perform in any material respect any other of the covenants or agreements (other than those referred to in clauses (viii) and (ix) below) on the part of the Master Servicer contained in this Trust Agreement which failure continues unremedied for a period of thirty (30) days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Master Servicer by the Indenture Trustee or the Securities Administrator;, or to the Master Servicer, the Securities Administrator and the Indenture Trustee by the Holders of not less than 25% of the aggregate Note Balance of the Notes; or (ciii) failure by the Master Servicer to maintain its license to do business in any jurisdiction where the Mortgaged Premises are located if such license is required; (d) a A decree or order of a court or agency or supervisory authority having jurisdiction for the appointment of a conservator or receiver or liquidator in any insolvency, bankruptcy, readjustment of debt, marshaling marshalling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against the Master Servicer Servicer, and such decree or order shall have remained in force, force undischarged or unstayed for a period of sixty (60) days;days or any Rating Agency reduces or withdraws or threatens to reduce or withdraw the rating of the Notes because of the financial condition or loan servicing capability of such Master Servicer; or (eiv) the The Master Servicer shall consent to the appointment of a conservator or receiver or liquidator in any insolvency, bankruptcy, readjustment of debt, marshaling marshalling of assets and liabilities liabilities, voluntary liquidation or similar proceedings of or relating to the Master Servicer or of or relating to all or substantially all of its property;; or (fv) the The Master Servicer shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors, creditors or voluntarily suspend payment of its obligations for three (3) Business Days; (g) the Master Servicer attempts to assign this Trust Agreement or its responsibilities hereunder or to delegate its duties hereunder (or any portion thereof) without the consent of the Trustee and the Depositorobligations; or (hvi) The Master Servicer shall be dissolved, or shall dispose of all or substantially all of its assets, or consolidate with or merge into another entity or shall permit another entity to consolidate or merge into it, such that the indictment resulting entity does not meet the criteria for a Successor Master Servicer as specified in Section 6.04 hereof; or (vii) If a representation or warranty set forth in Section 2.01(b) hereof shall prove to be incorrect as of the Master Servicer for the taking of time made in any action by the Master Servicer, any employee thereof, any Affiliate or any director or employee thereof respect that constitutes fraud or criminal activity in the performance of its obligations under the Trust Agreement, in each case, where such indictment materially and adversely affects the ability interests of the Noteholders, and the circumstance or condition in respect of which such representation or warranty was incorrect shall not have been eliminated or cured within 30 days after the date on which written notice of such incorrect representation or warranty shall have been given to the Master Servicer by the Indenture Trustee or the Securities Administrator, or to the Master Servicer, the Securities Administrator and the Indenture Trustee by the Holders of not less than 25% of the aggregate Note Balance of the Notes; or (viii) A sale or pledge of any of the rights of the Master Servicer hereunder or an assignment of this Agreement by the Master Servicer or a delegation of the rights or duties of the Master Servicer hereunder shall have occurred in any manner not otherwise permitted hereunder and without the prior written consent of the Indenture Trustee and the Holders of not less than 50% of the aggregate Note Balance of the Notes; or (ix) After receipt of notice from the Indenture Trustee, any failure of the Master Servicer to perform its obligations under the Trust Agreement make any Monthly Advances when such Monthly Advances are due, as required to be made hereunder. (subject to the condition that such indictment is not dismissed within ninety (90b) days). In then, and in each and every such case, so long as a Master Servicer Event of Default shall not have been remedied, in addition (x) with respect solely to whatever rights clause (ix) above, upon receipt of written notice or discovery by a Responsible Officer of the Indenture Trustee may have at law or equity to damages, including injunctive relief and specific performanceof the Securities Administrator of such failure, the Trustee, by Indenture Trustee shall give immediate telephonic notice in writing of such failure to a Master Servicing Officer of the Master Servicer, may Servicer and the Indenture Trustee shall terminate with cause all of the rights and obligations of the Master Servicer under this Trust Agreement and the Successor Master Servicer appointed in accordance with Section 6.02 shall immediately make such Monthly Advance prior to the payment of funds on the related Pyament Date and assume, pursuant to Section 6.04, the duties of a Successor Servicer and (y) in the case of clauses (i), (ii), (iii), (iv), (v), (vi), (vii) and (viii) above, the Indenture Trustee shall, at the direction of the Holders of not less than 51% of the aggregate Note Balance of the Notes by notice then given in writing to the Master Servicer (and to the Indenture Trustee if given by Holders of Notes), terminate all of the rights and obligations of the Master Servicer as servicer under this Agreement. Upon Any such notice to the Master Servicer shall also be given to each Rating Agency and the Seller. On or after receipt by the Master Servicer of such written notice, all authority and power of the Master Servicer under this Trust Agreement, whether with respect to the Notes or the Mortgage Loans or otherwise, shall pass to and be vested in any successor master servicer appointed hereunder that accepts such appointments. Upon written request from the Trustee or Successor Master Servicer pursuant to and under this Section 6.03; and, without limitation, the Successor Master Servicer is hereby authorized and empowered to execute and deliver, on behalf of the Master Servicer, the Master Servicer shall prepareas attorney-in-fact or otherwise, execute and deliver to the successor entity designated by the Trustee pursuant to Section 8.06 any and all documents and other instruments related to the performance of its duties hereunder as the Master Servicer and, place in such successor’s possession all such documents, together with any Trustee Mortgage Loan Files related to any pool of Mortgage Loans with respect to which it acts as a successor servicerinstruments, and to do or cause to be done accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, at whether to complete the Master Servicer’s sole expensetransfer and endorsement of each Mortgage Loan and related documents, or otherwise. The Master Servicer shall agrees to cooperate with the Successor Master Servicer, the Servicer, the Securities Administrator and the Indenture Trustee and such successor master servicer in effecting the termination of the Master Servicer’s responsibilities and rights hereunder including, without limitation, the transfer to such successor master servicer for administration by it of all cash amounts that shall at the time be credited to the Master Servicer Account or are thereafter received with respect to the Mortgage Loanshereunder. The Master Servicer being terminated shall bear All Servicing Transfer Costs and agrees to reimburse the Trustee other reasonable out-of-pocket costs and the successor master servicer from all costs, damages, expenses and liabilities (including attorneys’ fees) incurred by them in connection with transferring any Mortgage Files to the transfer Successor Master Servicer and amending this Agreement to reflect such succession as Master Servicer pursuant to this Section 6.03 shall be paid by the predecessor Master Servicer within 90 days of master servicingwritten demand, including but itemized in reasonable detail, or, to the extent not limited topaid by the predecessor Master Servicer, legal fees and expensesby the Trust prior to payments to Noteholders (or, accounting fees if the predecessor Master Servicer is the Indenture Trustee, by the initial Master Servicer), upon presentation of reasonable documentation of such costs and expenses. If the terminated predecessor Master Servicer does not is required but fails to pay any the amounts specified in the preceding sentence and such costs and expenses within thirty (30) days of its receipt of an invoice thereforeamounts are paid by the Trust, the Trust Securities Administrator shall, at the direction and expense of the Certificateholders, take appropriate action to enforce such obligation and recover such amounts on behalf of such Certificateholders. Notwithstanding any termination of the activities of the Master Servicer hereunder, the Master Servicer shall reimburse the Trustee (or such successor master servicer therefor) and the Trustee shall continue to be entitled to withdraw such receive from the Trust, payment of all the accrued and unpaid portion of the Master Servicing Fees to which the Master Servicer would have been entitled and reimbursement from amounts on deposit in for all outstanding Monthly Advances which amount shall be remitted by the Certificate Account pursuant Successor Master Servicer to Section 3.01(a)(iv); provided that the terminated Master Servicer as permitted under Section 3.01 of the Indenture on a first-in, first-out basis. The Master Servicer shall reimburse continue to be entitled to the Trust benefits of Section 5.03, notwithstanding any termination hereunder, with respect to events occurring prior to such termination. (c) Upon the occurrence of a Master Servicer Event of Default, the Indenture Trustee shall act as Master Servicer under this Agreement, subject to the right of removal set forth in subsection (b) hereof, for any an initial period commencing on the date on which such expense incurred Master Servicer Event of Default occurred and ending on the last day of the calendar quarter in which such Master Servicer Event of Default occurred, which period shall be extended by the TrustIndenture Trustee (an “Extension Notice”) for a succeeding quarterly period ending on December 31, March 31, June 30 and September 30 of each year (each such quarterly period for which the Master Servicer shall be designated to act as Master Servicer hereunder, a “Master Servicer Term of Service”) until such time as the Securities Administrator and the Indenture Trustee receives written direction from the Holders of not less than 51% of the aggregate Note Balance of the Notes not to deliver an Extension Notice, in which event the Indenture Trustee shall follow such direction; provided that nothing in this clause (c) shall prohibit the Indenture Trustee from removing (or prohibit Noteholders from directing the Indenture Trustee or the Securities Administrator to direct the Indenture Trustee to remove) the Master Servicer pursuant to clause (b) above. In the event the Indenture Trustee fails to deliver an Extension Notice prior to the end of any Master Servicer Term of Service, the Master Servicer shall be automatically terminated. (d) If the Successor Master Servicer or another Person succeeds to the obligations of Master Servicer hereunder, the term of the Successor Master Servicer or such Person shall not be limited unless and until a Master Servicer Event of Default thereafter occurs with respect to such Successor Master Servicer or other Person. At such time, the provisions of Section 6.03(c) and (d) shall become applicable to the then-acting Master Servicer and the Person then-obligated to succeed such then-acting Master Servicer.

Master Servicer Events of Default. Each (a) If any one of the following shall constitute a events (“Master Servicer Event Events of Default”) shall occur and be continuing: (ai) any Any failure by the Master Servicer to remit to furnish the Securities Administrator any payment required the Mortgage Loan data sufficient to be made under prepare the terms reports described in Section 7.05 of this Trust Agreement the Indenture which continues unremedied for a period of two (2) one Business Days Day after the date upon which written notice of such failure, requiring the same to be remedied, failure shall have been given to the such Master Servicer by the Indenture Trustee or the Securities Administrator;Administrator or to such Master Servicer, the Securities Administrator and the Indenture Trustee by the Holders of not less than 25% of the aggregate Note Balance of the Notes; or (bii) Any failure by on the Master Servicer to duly observe or perform, in any material respect, any other covenants, obligations or agreements part of the Master Servicer as set forth duly to observe or perform in any material respect any other of the covenants or agreements (other than those referred to in clauses (viii) and (ix) below) on the part of the Master Servicer contained in this Trust Agreement which failure continues unremedied for a period of thirty (30) days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Master Servicer by the Indenture Trustee or the Securities Administrator;, or to the Master Servicer, the Securities Administrator and the Indenture Trustee by the Holders of not less than 25% of the aggregate Note Balance of the Notes; or (ciii) failure by the Master Servicer to maintain its license to do business in any jurisdiction where the Mortgaged Premises are located if such license is required; (d) a A decree or order of a court or agency or supervisory authority having jurisdiction for the appointment of a conservator or receiver or liquidator in any insolvency, bankruptcy, readjustment of debt, marshaling marshalling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against the Master Servicer Servicer, and such decree or order shall have remained in force, force undischarged or unstayed for a period of sixty (60) days;days or any Rating Agency reduces or withdraws or threatens to reduce or withdraw the rating of the Notes because of the financial condition or loan servicing capability of such Master Servicer; or (eiv) the The Master Servicer shall consent to the appointment of a conservator or receiver or liquidator in any insolvency, bankruptcy, readjustment of debt, marshaling marshalling of assets and liabilities liabilities, voluntary liquidation or similar proceedings of or relating to the Master Servicer or of or relating to all or substantially all of its property;; or (fv) the The Master Servicer shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors, creditors or voluntarily suspend payment of its obligations for three (3) Business Days; (g) the Master Servicer attempts to assign this Trust Agreement or its responsibilities hereunder or to delegate its duties hereunder (or any portion thereof) without the consent of the Trustee and the Depositorobligations; or (hvi) The Master Servicer shall be dissolved, or shall dispose of all or substantially all of its assets, or consolidate with or merge into another entity or shall permit another entity to consolidate or merge into it, such that the indictment resulting entity does not meet the criteria for a Successor Master Servicer as specified in Section 6.04 hereof; or (vii) If a representation or warranty set forth in Section 2.01(b) hereof shall prove to be incorrect as of the Master Servicer for the taking of time made in any action by the Master Servicer, any employee thereof, any Affiliate or any director or employee thereof respect that constitutes fraud or criminal activity in the performance of its obligations under the Trust Agreement, in each case, where such indictment materially and adversely affects the ability interests of the Noteholders, and the circumstance or condition in respect of which such representation or warranty was incorrect shall not have been eliminated or cured within 30 days after the date on which written notice of such incorrect representation or warranty shall have been given to the Master Servicer by the Indenture Trustee or the Securities Administrator, or to the Master Servicer, the Securities Administrator and the Indenture Trustee by the Holders of not less than 25% of the aggregate Note Balance of the Notes; or (viii) A sale or pledge of any of the rights of the Master Servicer hereunder or an assignment of this Agreement by the Master Servicer or a delegation of the rights or duties of the Master Servicer hereunder shall have occurred in any manner not otherwise permitted hereunder and without the prior written consent of the Indenture Trustee and the Holders of not less than 50% of the aggregate Note Balance of the Notes; or (ix) After receipt of notice from the Indenture Trustee, any failure of the Master Servicer to perform its obligations under the Trust Agreement make any Monthly Advances when such Monthly Advances are due, as required to be made hereunder. (subject to the condition that such indictment is not dismissed within ninety (90b) days). In then, and in each and every such case, so long as a Master Servicer Event of Default shall not have been remedied, in addition (x) with respect solely to whatever rights clause (ix) above, upon receipt of written notice or discovery by a Responsible Officer of the Indenture Trustee may have at law or equity to damages, including injunctive relief and specific performanceof the Securities Administrator of such failure, the Trustee, by Indenture Trustee shall give immediate telephonic notice in writing of such failure to a Master Servicing Officer of the Master Servicer, may Servicer and the Indenture Trustee shall terminate with cause all of the rights and obligations of the Master Servicer under this Trust Agreement and the Successor Master Servicer appointed in accordance with Section 6.02 shall immediately make such Monthly Advance prior to the payment of funds on the related Payment Date and assume, pursuant to Section 6.04, the duties of a Successor Servicer and (y) in the case of clauses (i), (ii), (iii), (iv), (v), (vi), (vii) and (viii) above, the Indenture Trustee shall, at the direction of the Holders of not less than 51% of the aggregate Note Balance of the Notes by notice then given in writing to the Master Servicer (and to the Indenture Trustee if given by Holders of Notes), terminate all of the rights and obligations of the Master Servicer as servicer under this Agreement. Upon Any such notice to the Master Servicer shall also be given to each Rating Agency and the Seller. On or after receipt by the Master Servicer of such written notice, all authority and power of the Master Servicer under this Trust Agreement, whether with respect to the Notes or the Mortgage Loans or otherwise, shall pass to and be vested in any successor master servicer appointed hereunder that accepts such appointments. Upon written request from the Trustee or Successor Master Servicer pursuant to and under this Section 6.03; and, without limitation, the Successor Master Servicer is hereby authorized and empowered to execute and deliver, on behalf of the Master Servicer, the Master Servicer shall prepareas attorney-in-fact or otherwise, execute and deliver to the successor entity designated by the Trustee pursuant to Section 8.06 any and all documents and other instruments related to the performance of its duties hereunder as the Master Servicer and, place in such successor’s possession all such documents, together with any Trustee Mortgage Loan Files related to any pool of Mortgage Loans with respect to which it acts as a successor servicerinstruments, and to do or cause to be done accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, at whether to complete the Master Servicer’s sole expensetransfer and endorsement of each Mortgage Loan and related documents, or otherwise. The Master Servicer shall agrees to cooperate with the Successor Master Servicer, the Servicer, the Securities Administrator and the Indenture Trustee and such successor master servicer in effecting the termination of the Master Servicer’s responsibilities and rights hereunder including, without limitation, the transfer to such successor master servicer for administration by it of all cash amounts that shall at the time be credited to the Master Servicer Account or are thereafter received with respect to the Mortgage Loanshereunder. The Master Servicer being terminated shall bear All Servicing Transfer Costs and agrees to reimburse the Trustee other reasonable out-of-pocket costs and the successor master servicer from all costs, damages, expenses and liabilities (including attorneys’ fees) incurred by them in connection with transferring any Mortgage Files to the transfer Successor Master Servicer and amending this Agreement to reflect such succession as Master Servicer pursuant to this Section 6.03 shall be paid by the predecessor Master Servicer within 90 days of master servicingwritten demand, including but itemized in reasonable detail, or, to the extent not limited topaid by the predecessor Master Servicer, legal fees and expensesby the Trust prior to payments to Noteholders (or, accounting fees if the predecessor Master Servicer is the Indenture Trustee, by the initial Master Servicer), upon presentation of reasonable documentation of such costs and expenses. If the terminated predecessor Master Servicer does not is required but fails to pay any the amounts specified in the preceding sentence and such costs and expenses within thirty (30) days of its receipt of an invoice thereforeamounts are paid by the Trust, the Trust Securities Administrator shall, at the direction and expense of the Certificateholders, take appropriate action to enforce such obligation and recover such amounts on behalf of such Certificateholders. Notwithstanding any termination of the activities of the Master Servicer hereunder, the Master Servicer shall reimburse the Trustee (or such successor master servicer therefor) and the Trustee shall continue to be entitled to withdraw such receive from the Trust, payment of all the accrued and unpaid portion of the Master Servicing Fees to which the Master Servicer would have been entitled and reimbursement from amounts on deposit in for all outstanding Monthly Advances which amount shall be remitted by the Certificate Account pursuant Successor Master Servicer to Section 3.01(a)(iv); provided that the terminated Master Servicer as permitted under Section 3.01 of the Indenture on a first-in, first-out basis. The Master Servicer shall reimburse continue to be entitled to the Trust benefits of Section 5.03, notwithstanding any termination hereunder, with respect to events occurring prior to such termination. (c) Upon the occurrence of a Master Servicer Event of Default, the Indenture Trustee shall act as Master Servicer under this Agreement, subject to the right of removal set forth in subsection (b) hereof, for any an initial period commencing on the date on which such expense incurred Master Servicer Event of Default occurred and ending on the last day of the calendar quarter in which such Master Servicer Event of Default occurred, which period shall be extended by the TrustIndenture Trustee (an “Extension Notice”) for a succeeding quarterly period ending on December 31, March 31, June 30 and September 30 of each year (each such quarterly period for which the Master Servicer shall be designated to act as Master Servicer hereunder, a “Master Servicer Term of Service”) until such time as the Securities Administrator and the Indenture Trustee receives written direction from the Holders of not less than 51% of the aggregate Note Balance of the Notes not to deliver an Extension Notice, in which event the Indenture Trustee shall follow such direction; provided that nothing in this clause (c) shall prohibit the Indenture Trustee from removing (or prohibit Noteholders from directing the Indenture Trustee or the Securities Administrator to direct the Indenture Trustee to remove) the Master Servicer pursuant to clause (b) above. In the event the Indenture Trustee fails to deliver an Extension Notice prior to the end of any Master Servicer Term of Service, the Master Servicer shall be automatically terminated. (d) If the Successor Master Servicer or another Person succeeds to the obligations of Master Servicer hereunder, the term of the Successor Master Servicer or such Person shall not be limited unless and until a Master Servicer Event of Default thereafter occurs with respect to such Successor Master Servicer or other Person. At such time, the provisions of Section 6.03(c) and (d) shall become applicable to the then-acting Master Servicer and the Person then-obligated to succeed such then-acting Master Servicer.

Master Servicer Events of Default. Each of the following shall constitute a Master Servicer Event of Default: (a) any failure by the Master Servicer to remit to the Securities Administrator any payment required to be made under the terms of this Trust Agreement which continues unremedied for a period of two (2) Business Days after the date upon which written notice of such failure, requiring the same to be remedied, shall have been given to the Master Servicer (with a copy to the Trustee) by the Securities Administrator; (b) failure by the Master Servicer to duly observe or perform, in any material respect, any other covenants, obligations or agreements of the Master Servicer as set forth in this Trust Agreement which failure continues unremedied for a period of thirty (30) days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Master Servicer by the Securities Administrator; (c) failure by the Master Servicer to maintain its license to do business in any jurisdiction where the Mortgaged Premises are located if such license is required; (d) a decree or order of a court or agency or supervisory authority having jurisdiction for the appointment of a conservator or receiver or liquidator in any insolvency, bankruptcy, readjustment of debt, marshaling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against the Master Servicer and such decree or order shall have remained in force, undischarged or unstayed for a period of sixty (60) days; (e) the Master Servicer shall consent to the appointment of a conservator or receiver or liquidator in any insolvency, bankruptcy, readjustment of debt, marshaling of assets and liabilities or similar proceedings of or relating to the Master Servicer or relating to all or substantially all of its property; (f) the Master Servicer shall admit in writing its inability to pay its debts as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors, or voluntarily suspend payment of its obligations for three (3) Business Days; (g) an affiliate of the Master Servicer that performs any back-up servicer duties of the Master Servicer or any servicing duties assumed by the Master Servicer as successor servicer under any Servicing Agreement ceases to meet the qualifications of a FNMA or FHLMC servicer; (h) the Master Servicer attempts to assign this Trust Agreement or its responsibilities hereunder or to delegate its duties hereunder (or any portion thereof) without the consent of the Trustee and the Depositor; or (hi) the indictment of the Master Servicer for the taking of any action by the Master Servicer, any employee thereof, any Affiliate or any director or employee thereof that constitutes fraud or criminal activity in the performance of its obligations under the Trust Agreement, in each case, where such indictment materially and adversely affects the ability of the Master Servicer to perform its obligations under the Trust Agreement (subject to the condition that such indictment is not dismissed within ninety (90) days). In each and every such case, so long as a Master Servicer Event of Default shall not have been remedied, in addition to whatever rights the Trustee may have at law or equity to damages, including injunctive relief and specific performance, the Trustee, by notice in writing to the Master Servicer, may terminate with cause all the rights and obligations of the Master Servicer under this Trust Agreement. Upon receipt by the Master Servicer of such written notice, all authority and power of the Master Servicer under this Trust Agreement, shall pass to and be vested in any successor master servicer appointed hereunder that accepts such appointments. Upon written request from the Trustee or the Master ServicerTrustee, the Master Servicer shall prepare, execute and deliver to the successor entity designated by the Trustee pursuant to Section 8.06 any and all documents and other instruments related to the performance of its duties hereunder as the Master Servicer and, place in such successor’s possession all such documents, together with any Trustee Mortgage Loan Files related to any pool of Mortgage Loans with respect to which it acts as a successor servicer, and do or cause to be done all other acts or things necessary or appropriate to effect the purposes of such notice of termination, at the Master Servicer’s sole expense. The Master Servicer shall cooperate with the Trustee and such successor master servicer in effecting the termination of the Master Servicer’s responsibilities and rights hereunder includinghereunder, including without limitation, the transfer to such successor master servicer for administration by it of all cash amounts that shall at the time be credited to the Master Servicer Account or are thereafter received with respect to the Mortgage Loans. The Master Servicer being terminated shall bear and agrees to reimburse the Trustee and the successor master servicer from all costs, damages, expenses and liabilities incurred by them in connection with the transfer of master servicing, including but not limited to, legal fees and expenses, accounting fees and expenses. If the terminated Master Servicer does not pay any such costs and expenses within thirty (30) days of its receipt of an invoice therefore, the Trust shall reimburse the Trustee (or such successor master servicer therefortherefore) and the Trustee shall be entitled to withdraw such reimbursement from amounts on deposit in the Certificate Account pursuant to Section 3.01(a)(iv); provided that the terminated Master Servicer shall reimburse the Trust for any such expense incurred by the Trust.

Master Servicer Events of Default. Each of the following shall constitute a "Master Servicer Event of Default": (a) any failure by the Master Servicer to remit to deposit in the Securities Administrator Distribution Account any payment received by it from any Servicer or required to be made by the Master Servicer under the terms of this Trust Agreement which continues unremedied for a period of two (2) Business Days after the date upon which written notice of such failure, requiring the same to be remedied, shall have been given to the Master Servicer by the Securities Administratorany other party hereto; (b) failure by the Master Servicer to duly observe or perform, in any material respect, any other covenants, obligations or agreements of the Master Servicer as set forth in this Trust Agreement (including any obligation to cause any subservicer or Reporting Subcontractor (except as specified below) to take any action specified in Article XIII) which failure continues unremedied for a period of thirty (30) days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Master Servicer by the Securities AdministratorTrustee or to the Master Servicer and the Trustee by the holders of Certificates evidencing at least 25% of the Voting Rights; provided that the thirty (30) day cure period shall not apply so long as the Depositor is required to file Exchange Act Reports with respect to the Trust Fund, the failure to comply with the requirements set forth in Article XIII, for which the grace period shall not exceed the lesser of ten (10) calendar days or such period in which the applicable Exchange Act Report can be timely filed (without taking into account any extensions); (c) failure by the Master Servicer to maintain its license to do business in any jurisdiction where the Mortgaged Premises are located if such license is required; (d) a decree or order of a court or agency or supervisory authority having jurisdiction for the appointment of a conservator or receiver or liquidator in any insolvency, bankruptcy, readjustment of debt, marshaling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against the Master Servicer and such decree or order shall have remained in force, undischarged or unstayed for a period of sixty (60) days; (ed) the Master Servicer shall consent to the appointment of a conservator or receiver or liquidator in any insolvency, bankruptcy, readjustment of debt, marshaling of assets and liabilities or similar proceedings of or relating to the Master Servicer or relating to all or substantially all of its property; (fe) the Master Servicer shall admit in writing its inability to pay its debts as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors, or voluntarily suspend payment of its obligations for three (3) Business Days; (gf) except as otherwise set forth herein, the Master Servicer attempts to assign this Trust Agreement or its responsibilities hereunder or to delegate its duties hereunder (or any portion thereof) without the consent of the Trustee Securities Administrator and the Depositor; or (hg) the indictment of the Master Servicer for the taking of any action by the Master Servicer, any employee thereof, any Affiliate or any director or employee thereof that constitutes fraud or criminal activity in the performance of its obligations under the Trust this Agreement, in each case, where such indictment materially and adversely affects the ability of the Master Servicer to perform its obligations under the Trust this Agreement (subject to the condition that such indictment is not dismissed within ninety (90) days). In each and every such case, so long as a Master Servicer Event of Default shall not have been remedied, in addition to whatever rights the Trustee may have at law or equity to damages, including injunctive relief and specific performance, the Trustee, by notice in writing to the Master Servicer, may may, and (a) upon the request of the Holders of Certificates representing at least 51% of the Voting Rights (except with respect to any Master Servicer Event of Default related to a failure to comply with an Exchange Act Filing Obligation) or (b) the Depositor, in the case of a failure related to an Exchange Act Filing Obligation, shall, terminate with cause all the rights and obligations of the Master Servicer under this Trust Agreement. The Depositor shall not be entitled to terminate the rights and obligations of the Master Servicer, pursuant to the above paragraph, if a failure of the Master Servicer to identify a Subcontractor "participating in the servicing function" within the meaning of Item 1122 of Regulation AB was attributable solely to the role or functions of such Subcontractor with respect to mortgage loans other than the Mortgage Loans. Upon receipt by the Master Servicer of such written notice, all authority and power of the Master Servicer under this Trust Agreement, shall pass to and be vested in any successor master servicer appointed hereunder that which accepts such appointments. Upon written request from the Trustee or the Master ServicerDepositor, the Master Servicer shall prepare, execute and deliver to the successor entity designated by the Trustee pursuant to Section 8.06 any and all documents and other instruments related to the performance of its duties hereunder as the Master Servicer and, place in such successor’s 's possession all such documents, together with any Trustee Mortgage Loan Files related to any pool of Mortgage Loans documents with respect to which it acts as a successor servicer, the master servicing of the Mortgage Loans and do or cause to be done all other acts or things necessary or appropriate to effect the purposes of such notice of termination, at the Master Servicer’s 's sole expense. The Master Servicer shall cooperate with the Trustee and such successor master servicer in effecting the termination of the Master Servicer’s 's responsibilities and rights hereunder includinghereunder, including without limitation, the transfer to such successor master servicer for administration by it of all cash amounts that which shall at the time be credited to the Master Servicer Distribution Account or are thereafter received with respect to the Mortgage Loans. The Upon the occurrence of a Master Servicer being terminated Event of Default, the Securities Administrator shall bear and agrees (i) provide prompt written notice to reimburse the Trustee and the Depositor of such occurrence and (ii) provide the Depositor in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a successor master servicer from all costs, damages, expenses and liabilities incurred by them in connection with the transfer event the Trustee should succeed to the duties of master servicing, including but not limited to, legal fees and expenses, accounting fees and expensesthe Master Servicer as set forth herein. If In the event that the Master Servicer becomes a terminated Master Servicer does not pay any such costs and expenses within thirty (30) days due to a Master Servicer Event of its receipt of an invoice thereforeDefault, the Trust shall reimburse the Trustee (or such successor master servicer therefor) and the Trustee shall be entitled to withdraw such reimbursement from amounts on deposit in the Certificate Account pursuant to Section 3.01(a)(iv); provided that the terminated Master Servicer shall reimburse bear all costs of the Trust for any such expense transfer of master servicing hereunder (including those incurred by the TrustTrustee). If such costs are not paid by the terminated Master Servicer, such costs shall be reimbursed from the Trust Fund.

Master Servicer Events of Default. Each of the following shall constitute a "Master Servicer Event of Default": (a) any failure by the Master Servicer to remit to deposit in the Securities Administrator Distribution Account any payment received by it from the Servicer or required to be made by the Master Servicer under the terms of this Trust Agreement which continues unremedied for a period of two (2) Business Days after the date upon which written notice of such failure, requiring the same to be remedied, shall have been given to the Master Servicer by the Securities Administratorany other party hereto; (b) failure by the Master Servicer to duly observe or perform, in any material respect, any other covenants, obligations or agreements of the Master Servicer as set forth in this Trust Agreement (including any obligation to cause any subservicer or Reporting Subcontractor (except as specified below) to take any action specified in Article XIII) which failure continues unremedied for a period of thirty (30) days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Master Servicer by the Securities AdministratorTrustee or to the Master Servicer and the Trustee by the holders of Certificates evidencing at least 25% of the Voting Rights; provided, that the thirty (30) day cure period shall not apply so long as the Depositor is required to file Exchange Act Reports with respect to the Trust Fund, the failure to comply with the requirements set forth in Article XIII, for which the grace period shall not exceed the lesser of 10 calendar days or such period in which the applicable Exchange Act Report can be timely filed (without taking into account any extensions); (c) failure by the Master Servicer to maintain its license to do business in any jurisdiction where the Mortgaged Premises are located if such license is required; (d) a decree or order of a court or agency or supervisory authority having jurisdiction for the appointment of a conservator or receiver or liquidator in any insolvency, bankruptcy, readjustment of debt, marshaling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against the Master Servicer and such decree or order shall have remained in force, undischarged or unstayed for a period of sixty (60) days; (e) the Master Servicer shall consent to the appointment of a conservator or receiver or liquidator in any insolvency, bankruptcy, readjustment of debt, marshaling of assets and liabilities or similar proceedings of or relating to the Master Servicer or relating to all or substantially all of its property; (f) the Master Servicer shall admit in writing its inability to pay its debts as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors, or voluntarily suspend payment of its obligations for three (3) Business Days; (g) the Master Servicer attempts to assign this Trust Agreement or its responsibilities hereunder or to delegate its duties hereunder (or any portion thereof) without the consent of the Trustee and the Depositor; or (h) the indictment of the Master Servicer for the taking of any action by the Master Servicer, any employee thereof, any Affiliate or any director or employee thereof that constitutes fraud or criminal activity in the performance of its obligations under the Trust Agreement, in each case, where such indictment materially and adversely affects the ability of the Master Servicer to perform its obligations under the Trust Agreement (subject to the condition that such indictment is not dismissed within ninety (90) days). In each and every such case, so long as a Master Servicer Event of Default shall not have been remedied, in addition to whatever rights the Trustee may have at law or equity to damages, including injunctive relief and specific performance, the Trustee, by notice in writing to the Master Servicer, may terminate with cause all the rights and obligations of the Master Servicer under this Trust Agreement. Upon receipt by the Master Servicer of such written notice, all authority and power of the Master Servicer under this Trust Agreement, shall pass to and be vested in any successor master servicer appointed hereunder that accepts such appointments. Upon written request from the Trustee or the Master Servicer, the Master Servicer shall prepare, execute and deliver to the successor entity designated by the Trustee pursuant to Section 8.06 any and all documents and other instruments related to the performance of its duties hereunder as the Master Servicer and, place in such successor’s possession all such documents, together with any Trustee Mortgage Loan Files related to any pool of Mortgage Loans with respect to which it acts as a successor servicer, and do or cause to be done all other acts or things necessary or appropriate to effect the purposes of such notice of termination, at the Master Servicer’s sole expense. The Master Servicer shall cooperate with the Trustee and such successor master servicer in effecting the termination of the Master Servicer’s responsibilities and rights hereunder including, without limitation, the transfer to such successor master servicer for administration by it of all cash amounts that shall at the time be credited to the Master Servicer Account or are thereafter received with respect to the Mortgage Loans. The Master Servicer being terminated shall bear and agrees to reimburse the Trustee and the successor master servicer from all costs, damages, expenses and liabilities incurred by them in connection with the transfer of master servicing, including but not limited to, legal fees and expenses, accounting fees and expenses. If the terminated Master Servicer does not pay any such costs and expenses within thirty (30) days of its receipt of an invoice therefore, the Trust shall reimburse the Trustee (or such successor master servicer therefor) and the Trustee shall be entitled to withdraw such reimbursement from amounts on deposit in the Certificate Account pursuant to Section 3.01(a)(iv); provided that the terminated Master Servicer shall reimburse the Trust for any such expense incurred by the Trust.

Master Servicer Events of Default. Each of the following shall constitute a “Master Servicer Event of Default”: (a) any failure by the Master Servicer to remit to deposit in the Securities Administrator Distribution Account any payment received by it from any Servicer or required to be made by the Master Servicer under the terms of this Trust Agreement which continues unremedied for a period of two (2) Business Days after the date upon which written notice of such failure, requiring the same to be remedied, shall have been given to the Master Servicer by the Securities Administratorany other party hereto; (b) failure by the Master Servicer to duly observe or perform, in any material respect, any other covenants, obligations or agreements of the Master Servicer as set forth in this Trust Agreement (including any obligation to cause any subservicer or Reporting Subcontractor (except as specified below) to take any action specified in Article XIII) which failure continues unremedied for a period of thirty (30) days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Master Servicer by the Securities Administrator;Trustee or to the Master Servicer and the Trustee by the holders of Certificates evidencing at least 25% of the Voting Rights; provided that the thirty (30) day cure period shall not apply so long as the Depositor is required to file Exchange Act Reports with respect to the Trust Fund, the failure to comply with the requirements set forth in Article XIII, for which the grace period shall not exceed the lesser of ten (10) calendar days or such period in which the applicable Exchange Act Report can be filed timely (without taking into account any extensions). (c) failure by the Master Servicer to maintain its license to do business in any jurisdiction where the Mortgaged Premises are located if such license is required; (d) a decree or order of a court or agency or supervisory authority having jurisdiction for the appointment of a conservator or receiver or liquidator in any insolvency, bankruptcy, readjustment of debt, marshaling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against the Master Servicer and such decree or order shall have remained in force, undischarged or unstayed for a period of sixty (60) days; (ed) the Master Servicer shall consent to the appointment of a conservator or receiver or liquidator in any insolvency, bankruptcy, readjustment of debt, marshaling of assets and liabilities or similar proceedings of or relating to the Master Servicer or relating to all or substantially all of its property; (fe) the Master Servicer shall admit in writing its inability to pay its debts as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors, or voluntarily suspend payment of its obligations for three (3) Business Days; (gf) except as otherwise set forth herein, the Master Servicer attempts to assign this Trust Agreement or its responsibilities hereunder or to delegate its duties hereunder (or any portion thereof) without the consent of the Trustee Trustee, the Securities Administrator and the Depositor; or (hg) the indictment of the Master Servicer for the taking of any action by the Master Servicer, any employee thereof, any Affiliate or any director or employee thereof that constitutes fraud or criminal activity in the performance of its obligations under the Trust this Agreement, in each case, where such indictment materially and adversely affects the ability of the Master Servicer to perform its obligations under the Trust this Agreement (subject to the condition that such indictment is not dismissed within ninety (90) days). In each and every such case, so long as a Master Servicer Event of Default shall not have been remedied, in addition to whatever rights the Trustee may have at law or equity to damages, including injunctive relief and specific performance, the Trustee, by notice in writing to the Master Servicer, may may, and (a) upon the request of the Holders of Certificates representing at least 51% of the Voting Rights (except with respect to any Master Servicer Event of Default related to a failure to comply with an Exchange Act Filing Obligation) or (b) the Depositor, in the case of a failure related to an Exchange Act Filing Obligation, shall, terminate with cause all the rights and obligations of the Master Servicer under this Trust Agreement. The Depositor shall not be entitled to terminate the rights and obligations of the Master Servicer, pursuant to the above paragraph, if a failure of the Master Servicer to identify a Subcontractor “participating in the servicing function” within the meaning of Item 1122 of Regulation AB was attributable solely to the role or functions of such Subcontractor with respect to mortgage loans other than the Mortgage Loans. Upon receipt by the Master Servicer of such written notice, all authority and power of the Master Servicer under this Trust Agreement, shall pass to and be vested in any successor master servicer appointed hereunder that which accepts such appointments. Upon written request from the Trustee or the Master ServicerDepositor, the Master Servicer shall prepare, execute and deliver to the successor entity designated by the Trustee pursuant to Section 8.06 any and all documents and other instruments related to the performance of its duties hereunder as the Master Servicer and, place in such successor’s possession all such documents, together with any Trustee Mortgage Loan Files related to any pool of Mortgage Loans documents with respect to which it acts as a successor servicer, the master servicing of the Mortgage Loans and do or cause to be done all other acts or things necessary or appropriate to effect the purposes of such notice of termination, at the Master Servicer’s sole expense. The Master Servicer shall cooperate with the Trustee and such successor master servicer in effecting the termination of the Master Servicer’s responsibilities and rights hereunder includinghereunder, including without limitation, the transfer to such successor master servicer for administration by it of all cash amounts that which shall at the time be credited to the Master Servicer Distribution Account or are thereafter received with respect to the Mortgage Loans. The Upon the occurrence of a Master Servicer being terminated Event of Default, the Securities Administrator shall bear provide the Depositor in writing and agrees in form and substance reasonably satisfactory to reimburse the Trustee and Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a successor master servicer from all costs, damages, expenses and liabilities incurred by them in connection with the transfer event the Trustee should succeed to the duties of master servicing, including but not limited to, legal fees and expenses, accounting fees and expenses. If the terminated Master Servicer does not pay any such costs and expenses within thirty (30) days of its receipt of an invoice therefore, the Trust shall reimburse the Trustee (or such successor master servicer therefor) and the Trustee shall be entitled to withdraw such reimbursement from amounts on deposit in the Certificate Account pursuant to Section 3.01(a)(iv); provided that the terminated Master Servicer shall reimburse the Trust for any such expense incurred by the Trustas set forth herein.

Master Servicer Events of Default. Each of the following shall constitute a “Master Servicer Event of Default”: (a) any failure by the Master Servicer to remit to deposit in the Securities Administrator Distribution Account any payment received by it from a Servicer or required to be made by the Master Servicer under the terms of this Trust Agreement which continues unremedied for a period of two (2) Business Days after the date upon which written notice of such failure, requiring the same to be remedied, shall have been given to the Master Servicer by any other party hereto or the Securities AdministratorCertificate Insurer; (b) failure by the Master Servicer to duly observe or perform, in any material respect, any other covenants, obligations or agreements of the Master Servicer as set forth in this Trust Agreement which failure continues unremedied for a period of thirty (30) days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Master Servicer by the Securities AdministratorTrustee or to the Master Servicer and the Trustee by the Certificate Insurer (or if the Policy is no longer outstanding in accordance with its terms, the Holders of Certificates evidencing at least 25% of the Voting Rights); provided that the thirty (30) day cure period shall not apply so long as the Depositor is required to file any Forms 8-K, 10-D and 10-K required by the Exchange Act with respect to the Trust Fund, the failure to comply with the requirements set forth in Section 8.12, for which the grace period shall not exceed the lesser of ten (10) calendar days or such period in which any applicable Form 8-K, 10-D and 10-K required by the Exchange Act can be timely filed (without taking into account any extensions); (c) failure by the Master Servicer to maintain its license to do business in any jurisdiction where the Mortgaged Premises are located if such license is required; (d) a decree or order of a court or agency or supervisory authority having jurisdiction for the appointment of a conservator or receiver or liquidator in any insolvency, bankruptcy, readjustment of debt, marshaling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against the Master Servicer and such decree or order shall have remained in force, undischarged or unstayed for a period of sixty (60) days; (ed) the Master Servicer shall consent to the appointment of a conservator or receiver or liquidator in any insolvency, bankruptcy, readjustment of debt, marshaling of assets and liabilities or similar proceedings of or relating to the Master Servicer or relating to all or substantially all of its property; (fe) the Master Servicer shall admit in writing its inability to pay its debts as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors, or voluntarily suspend payment of its obligations for three (3) Business DaysDays payment of its obligations; (gf) except as otherwise set forth herein, the Master Servicer attempts to assign this Trust Agreement or its responsibilities hereunder or to delegate its duties hereunder (or any portion thereof) without the consent of the Trustee Trustee, the Certificate Insurer and the Depositor; or (hg) the indictment of the Master Servicer for the taking of any action by the Master Servicer, any employee thereof, any Affiliate or any director or employee thereof that constitutes fraud or criminal activity in the performance of its obligations under the Trust this Agreement, in each case, where such indictment materially and adversely affects the ability of the Master Servicer to perform its obligations under the Trust this Agreement (subject to the condition that such indictment is not dismissed within ninety (90) days). In each and every such case, so long as a Master Servicer Event of Default shall not have been remedied, in addition to whatever rights the Trustee may have at law or equity to damages, including injunctive relief and specific performance, the TrusteeTrustee shall, at the written direction of the Certificate Insurer (or if the Policy is no longer outstanding in accordance with its terms, upon the request of the holders of Certificates representing at least 51% of the Voting Rights), by notice in writing to the Master Servicer, may terminate with cause all the rights and obligations of the Master Servicer under this Trust Agreement. Upon receipt by the Master Servicer of such written notice, all authority and power of the Master Servicer under this Trust Agreement, shall pass to and be vested in any successor master servicer appointed hereunder that which accepts such appointments. Upon written request from the Trustee Trustee, the Certificate Insurer or the Master ServicerDepositor, the Master Servicer shall prepare, execute and deliver to the successor entity designated by the Trustee pursuant to Section 8.06 any and all documents and other instruments related to the performance of its duties hereunder as the Master Servicer and, place in such successor’s possession all such documents, together with any Trustee Mortgage Loan Files related to any pool of Mortgage Loans documents with respect to which it acts as a successor servicer, the master servicing of the Mortgage Loans and do or cause to be done all other acts or things necessary or appropriate to effect the purposes of such notice of termination, at the Master Servicer’s sole expense. The Master Servicer shall cooperate with the Trustee and such successor master servicer in effecting the termination of the Master Servicer’s responsibilities and rights hereunder includinghereunder, including without limitation, the transfer to such successor master servicer for administration by it of all cash amounts that which shall at the time be credited to the Master Servicer Distribution Account or are thereafter received with respect to the Mortgage Loans. The Master Servicer being terminated shall bear All reasonable out-of-pocket costs and agrees to reimburse expenses incurred by the Trustee and the successor master servicer from all costs, damages, expenses and liabilities incurred by them in connection with the transfer of master servicing, including but not limited to, legal fees and expenses, accounting fees and expenses. If the servicing from a terminated Master Servicer does not pay Servicer, including, without limitation, any such costs or expenses associated with the complete transfer of all servicing data and expenses within thirty (30) days the completion, correction or manipulation of its receipt of an invoice therefore, such servicing data as may be required by the Trust shall reimburse Trustee to correct any errors or insufficiencies in the servicing data or otherwise to enable the Trustee (or any successor Master Servicer appointed pursuant to Section 9.06) to master service shall be paid by the terminated Master Servicer; provided, however, that to the extent not previously reimbursed by the terminated Master Servicer, such fees and expenses shall be payable to the Trustee pursuant to Section 8.05. Upon the occurrence of a Master Servicer Event of Default, the Trustee shall provide the Depositor in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a successor master servicer therefor) and in the event the Trustee shall be entitled should succeed to withdraw such reimbursement from amounts on deposit in the Certificate Account pursuant to Section 3.01(a)(iv); provided that duties of the terminated Master Servicer shall reimburse the Trust for any such expense incurred by the Trustas set forth herein.

Master Servicer Events of Default. Each of the following shall constitute a “Master Servicer Event of Default”: (a) any failure by the Master Servicer to remit cause to be deposited in the Securities Administrator Distribution Account any payment amounts received by it from the Servicers or to make any P&I Advance required to be made by the Master Servicer under the terms of this Trust Agreement which continues unremedied for a period of two (2) Business Days after the date upon which written notice of such failure, requiring the same to be remedied, shall have been given to the Master Servicer by the Securities Administratorany other party hereto; (b) failure by the Master Servicer to duly observe or perform, in any material respect, any other covenants, obligations or agreements of the Master Servicer as set forth in this Trust Agreement which failure continues unremedied for a period of thirty (30) days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Master Servicer by the Securities AdministratorTrustee or to the Master Servicer and Trustee by the holders of Certificates evidencing at least 25.00% of the Voting Rights; (c) failure by the Master Servicer to maintain its license to do business in any jurisdiction where the Mortgaged Premises are located if such license is required; (d) a decree or order of a court or agency or supervisory authority having jurisdiction for the appointment of a conservator or receiver or liquidator in any insolvency, bankruptcy, readjustment of debt, marshaling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against the Master Servicer and such decree or order shall have remained in force, undischarged or unstayed for a period of sixty (60) days; (ed) the Master Servicer shall consent to the appointment of a conservator or receiver or liquidator in any insolvency, bankruptcy, readjustment of debt, marshaling of assets and liabilities or similar proceedings of or relating to the Master Servicer or relating to all or substantially all of its property; (fe) the Master Servicer shall admit in writing its inability to pay its debts as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors, or voluntarily suspend payment of its obligations for three (3) Business Days; (gf) Except as otherwise set forth herein, the Master Servicer attempts to assign this Trust Agreement or its responsibilities hereunder or to delegate its duties hereunder (or any portion thereof) without the consent of the Trustee Securities Administrator and the Depositor; or; (hg) the indictment of the Master Servicer for the taking of any action by the Master Servicer, any employee thereof, any Affiliate or any director or employee thereof that constitutes fraud or criminal activity in the performance of its obligations under the Trust this Agreement, in each case, where such indictment materially and adversely affects the ability of the Master Servicer to perform its obligations under the Trust this Agreement (subject to the condition that such indictment is not dismissed within ninety (90) days); or (h) failure of the Master Servicer to timely provide the Depositor with the assessment, attestation and annual statement of compliance required by Item 1122 of Regulation AB in accordance with Sections 3.03, 3.04 and 3.05. In each and every such case, so long as a Master Servicer Event of Default shall not have been remedied, in addition to whatever rights the Trustee may have at law or equity or to damages, including injunctive relief and specific performance, the Trustee, by notice in writing to the Master Servicer, may may, and upon the request of the Holders of Certificates representing at least 51.00% of the Voting Rights shall, terminate with cause all the rights and obligations of the Master Servicer under this Trust Agreement. Upon receipt by the Master Servicer of such written notice, all authority and power of the Master Servicer under this Trust Agreement, shall pass to and be vested in any successor master servicer appointed hereunder that which accepts such appointments. Upon written request from the Trustee or the Master ServicerDepositor, the Master Servicer shall prepare, execute and deliver to the successor entity designated by the Trustee pursuant to Section 8.06 any and all documents and other instruments related to the performance of its duties hereunder as the Master Servicer and, place in such successor’s possession all such documents, together with any Trustee Mortgage Loan Files related to any pool of Mortgage Loans documents with respect to which it acts as a successor servicer, the master servicing of the Mortgage Loans and do or cause to be done all other acts or things necessary or appropriate to effect the purposes of such notice of termination, at the Master Servicer’s sole expense. The Master Servicer shall cooperate with the Trustee and such successor master servicer in effecting the termination of the Master Servicer’s responsibilities and rights hereunder includinghereunder, including without limitation, the transfer to such successor master servicer for administration by it of all cash amounts that which shall at the time be credited to the Master Servicer Distribution Account or are thereafter received with respect to the Mortgage Loans. The Master Servicer being terminated shall bear and agrees to reimburse the Trustee and the successor master servicer from all costs, damages, expenses and liabilities incurred by them in connection with the transfer of master servicing, including but not limited to, legal fees and expenses, accounting fees and expenses. If the terminated Master Servicer does not pay any such costs and expenses within thirty (30) days of its receipt of an invoice therefore, the Trust shall reimburse the Trustee (or such successor master servicer therefor) and the Trustee shall be entitled to withdraw such reimbursement from amounts on deposit in the Certificate Account pursuant to Section 3.01(a)(iv); provided that the terminated Master Servicer shall reimburse the Trust for any such expense incurred by the Trust.

Master Servicer Events of Default. Each of the following shall constitute a "Master Servicer Event of Default": (a) any failure by the Master Servicer to remit to the Securities Administrator for deposit in the Distribution Account any payment received by it from any Servicer or required to be made by the Master Servicer under the terms of this Trust Agreement which continues unremedied for a period of two (2) Business Days after the date upon which written notice of such failure, requiring the same to be remedied, shall have been given to the Master Servicer by the Securities Administratorany other party hereto; (b) failure by the Master Servicer to duly observe or perform, in any material respect, any other covenants, obligations or agreements of the Master Servicer as set forth in this Trust Agreement which failure continues unremedied for a period of thirty (30) days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Master Servicer by the Securities AdministratorTrustee or to the Master Servicer and Trustee by the holders of Certificates evidencing at least 25% of the Voting Rights; (c) failure by the Master Servicer to maintain its license to do business in any jurisdiction where the Mortgaged Premises are located if such license is required; (d) a decree or order of a court or agency or supervisory authority having jurisdiction for the appointment of a conservator or receiver or liquidator in any insolvency, bankruptcy, readjustment of debt, marshaling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against the Master Servicer and such decree or order shall have remained in force, undischarged or unstayed for a period of sixty (60) days; (ed) the Master Servicer shall consent to the appointment of a conservator or receiver or liquidator in any insolvency, bankruptcy, readjustment of debt, marshaling of assets and liabilities or similar proceedings of or relating to the Master Servicer or relating to all or substantially all of its property; (fe) the Master Servicer shall admit in writing its inability to pay its debts as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors, or voluntarily suspend payment of its obligations for three (3) Business Days; (gf) Except as otherwise set forth herein, the Master Servicer attempts to assign this Trust Agreement or its responsibilities hereunder or to delegate its duties hereunder (or any portion thereof) without the consent of the Trustee Trustee, Securities Administrator and the Depositor; or (hg) the indictment of the Master Servicer for the taking of any action by the Master Servicer, any employee thereof, any Affiliate or any director or employee thereof that constitutes fraud or criminal activity in the performance of its obligations under the Trust this Agreement, in each case, where such indictment materially and adversely affects the ability of the Master Servicer to perform its obligations under the Trust this Agreement (subject to the condition that such indictment is not dismissed within ninety (90) days). In each and every such case, so long as a Master Servicer Event of Default shall not have been remedied, in addition to whatever rights the Trustee Securities Administrator may have at law or equity to damages, including injunctive relief and specific performance, the TrusteeSecurities Administrator, by notice in writing to the Master ServicerServicer may, may and at the direction of the Holders of Certificates representing at least 51% of the Voting Rights, shall, terminate with cause all the rights and obligations of the Master Servicer under this Trust Agreement. Upon receipt by the Master Servicer of such written notice, all authority and power of the Master Servicer under this Trust Agreement, shall pass to and be vested in any successor master servicer appointed hereunder that which accepts such appointments. Upon written request from the Trustee or the Master ServicerDepositor, the Master Servicer shall prepare, execute and deliver to the successor entity designated by the Trustee pursuant to Section 8.06 any and all documents and other instruments related to the performance of its duties hereunder as the Master Servicer and, and place in such successor’s 's possession all such documents, together with any Trustee Mortgage Loan Files related to any pool of Mortgage Loans documents with respect to which it acts as a successor servicer, the master servicing of the Mortgage Loans and do or cause to be done all other acts or things necessary or appropriate to effect the purposes of such notice of termination, at the Master Servicer’s 's sole expense. The Master Servicer shall cooperate with the Trustee and such successor master servicer in effecting the termination of the Master Servicer’s 's responsibilities and rights hereunder includinghereunder, including without limitation, the transfer to such successor master servicer for administration by it of all cash amounts that which shall at the time be credited to the Master Servicer Distribution Account or are thereafter received with respect to the Mortgage Loans. The Master Servicer being terminated shall bear and agrees to reimburse the Trustee and the successor master servicer from all costs, damages, expenses and liabilities incurred by them in connection with the transfer of master servicing, including but not limited to, legal fees and expenses, accounting fees and expenses. If the terminated Master Servicer does not pay any such costs and expenses within thirty (30) days of its receipt of an invoice therefore, the Trust shall reimburse the Trustee (or such successor master servicer therefor) and the Trustee shall be entitled to withdraw such reimbursement from amounts on deposit in the Certificate Account pursuant to Section 3.01(a)(iv); provided that the terminated Master Servicer shall reimburse the Trust for any such expense incurred by the Trust.

Master Servicer Events of Default. Each of the following shall constitute a Master Servicer Event of Default: (a) any failure by the Master Servicer to remit to the Securities Administrator Trustee any payment required to be made under the terms of this Trust Agreement which continues unremedied for a period of two (2) Business Days after the date upon which written notice of such failure, requiring the same to be remedied, shall have been given to the Master Servicer by the Securities AdministratorTrustee; (b) failure by the Master Servicer to duly observe or perform, in any material respect, any other covenants, obligations or agreements of the Master Servicer as set forth in this Trust Agreement which failure continues unremedied for a period of thirty (30) days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Master Servicer by the Securities AdministratorTrustee; (c) failure by the Master Servicer to maintain its license to do business in any jurisdiction where the Mortgaged Premises are located if such license is required; (d) a decree or order of a court or agency or supervisory authority having jurisdiction for the appointment of a conservator or receiver or liquidator in any insolvency, bankruptcy, readjustment of debt, marshaling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against the Master Servicer and such decree or order shall have remained in force, undischarged or unstayed for a period of sixty (60) days; (e) the Master Servicer shall consent to the appointment of a conservator or receiver or liquidator in any insolvency, bankruptcy, readjustment of debt, marshaling of assets and liabilities or similar proceedings of or relating to the Master Servicer or relating to all or substantially all of its property; (f) the Master Servicer shall admit in writing its inability to pay its debts as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors, or voluntarily suspend payment of its obligations for three (3) Business Days; (g) an affiliate of the Master Servicer that performs any back-up servicer duties of the Master Servicer or any servicing duties assumed by the Master Servicer as successor servicer under any Servicing Agreement ceases to meet the qualifications of a FNMA or FHLMC servicer; (h) the Master Servicer attempts to assign this Trust Agreement or its responsibilities hereunder or to delegate its duties hereunder (or any portion thereof) without the consent of the Trustee and the Depositor; or (hi) the indictment of the Master Servicer for the taking of any action by the Master Servicer, any employee thereof, any Affiliate or any director or employee thereof that constitutes fraud or criminal activity in the performance of its obligations under the Trust Agreement, in each case, where such indictment materially and adversely affects the ability of the Master Servicer to perform its obligations under the Trust Agreement (subject to the condition that such indictment is not dismissed within ninety (90) days). In each and every such case, so long as a Master Servicer Event of Default shall not have been remedied, in addition to whatever rights the Trustee may have at law or equity to damages, including injunctive relief and specific performance, the Trustee, by notice in writing to the Master Servicer, may terminate with cause all the rights and obligations of the Master Servicer under this Trust Agreement. Upon receipt by the Master Servicer of such written notice, all authority and power of the Master Servicer under this Trust Agreement, shall pass to and be vested in any successor master servicer appointed hereunder that which accepts such appointments. Upon written request from the Trustee or the Master Servicer, the Master Servicer shall prepare, execute and deliver to the successor entity designated by the Trustee pursuant to Section 8.06 any and all documents and other instruments related to the performance of its duties hereunder as the Master Servicer and, place in such successor’s possession all such documents, together with any Trustee Mortgage Loan Files related to any pool of Mortgage Loans with respect to which it acts as a successor servicer, and do or cause to be done all other acts or things necessary or appropriate to effect the purposes of such notice of termination, at the Master Servicer’s sole expense. The Master Servicer shall cooperate with the Trustee and such successor master servicer in effecting the termination of the Master Servicer’s responsibilities and rights hereunder includinghereunder, including without limitation, the transfer to such successor master servicer for administration by it of all cash amounts that which shall at the time be credited to the Master Servicer Account or are thereafter received with respect to the Mortgage Loans. The Master Servicer being terminated shall bear and agrees to reimburse the Trustee and the successor master servicer from all costs, damages, expenses and liabilities incurred by them in connection with the transfer of master servicing, including but not limited to, legal fees and expenses, accounting fees and expenses. If the terminated Master Servicer does not pay any such costs and expenses within thirty (30) days of its receipt of an invoice therefore, the Trust shall reimburse the Trustee (or such successor master servicer therefor) and the Trustee shall be entitled to withdraw such reimbursement from amounts on deposit in the Certificate Account pursuant to Section 3.01(a)(iv); provided that the terminated Master Servicer shall reimburse the Trust for any such expense incurred by the Trust.

Master Servicer Events of Default. Each (a) If any one of the following shall constitute a events ("Master Servicer Event Events of Default") shall occur and be continuing: (aA) any The failure by the Master Servicer to remit make any Monthly Advance; or (B) any other failure by the Master Servicer to deposit in the Securities Administrator Collection Account or Distribution Account any payment deposit required to be made under the terms of this Trust Agreement which continues unremedied for a period of two (2) one Business Days Day after the date upon which written notice of such failure, requiring the same to be remedied, failure shall have been given to the Master Servicer and any Sub-Servicer by the Securities Administrator;Trustee or to the Master Servicer and the Trustee by the Certificate Insurer or by any holder of a Regular Certificate evidencing an aggregate undivided interest in the Trust of a Percentage Interest of at least 25%; or (bii) The failure by the Master Servicer to make any required Servicing Advance which failure continues unremedied for a period of 30 days, or the failure by the Master Servicer duly to observe or perform, in any material respect, any other covenants, obligations or agreements of the Master Servicer as set forth in this Trust Agreement Agreement, which failure continues unremedied for a period of thirty (30) days 30 days, after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Master Servicer and any Sub-Servicer by the Securities AdministratorTrustee or to the Master Servicer and the Trustee by the Certificate Insurer or by any holder of a Regular Certificate evidencing an aggregate undivided interest in the Trust of a Percentage Interest of at least 25%; or (iii) The entry against the Master Servicer of a decree or order by a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a trustee, conservator, receiver or liquidator in any insolvency, conservatorship, receivership, readjustment of debt, marshalling of assets and liabilities or similar proceed ings, or for the winding up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of 60 consecutive days; (civ) failure by The Master Servicer shall voluntarily go into liquidation, consent to the appointment of a conservator or receiver or liquidator or similar person in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to the Master Servicer or of or relating to maintain all or substantially all of its license to do business in any jurisdiction where the Mortgaged Premises are located if such license is required; (d) property, or a decree or order of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator conservator, receiver, liquidator or receiver or liquidator similar person in any insolvency, bankruptcy, readjustment of debt, marshaling marshalling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against the Master Servicer and such decree or order shall have remained in forceforce undischarged, undischarged unbonded or unstayed for a period of sixty (60) 60 days; (e) the Master Servicer shall consent to the appointment of a conservator ; or receiver or liquidator in any insolvency, bankruptcy, readjustment of debt, marshaling of assets and liabilities or similar proceedings of or relating to the Master Servicer or relating to all or substantially all of its property; (f) the Master Servicer shall admit in writing its inability to pay its 104 debts generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors, creditors or voluntarily suspend payment of its obligations for three (3) Business Daysobligations; (gv) So long as the Master Servicer attempts to assign this Trust Agreement or its responsibilities hereunder or to delegate its duties hereunder (or any portion thereof) without the consent Seller is an Affiliate of the Trustee and the Depositor; or (h) the indictment of the Master Servicer for the taking of any action by the Master Servicer, any employee thereoffailure of the Seller, to repurchase, or substitute an Eligible Substitute Mortgage Loan for, any Affiliate or any director or employee thereof that constitutes fraud or criminal activity in the performance Mortgage Loan as required by Sections 2.02, 2.04 and 2.06; or (vi) The occurrence of its obligations an event of default under the Trust Insurance Agreement. (b) Then, and in each case, where such indictment materially and adversely affects the ability of the Master Servicer to perform its obligations under the Trust Agreement (subject to the condition that such indictment is not dismissed within ninety (90) days). In each and every such case, so long as a Master Servicer Event of Default shall not have been remediedremedied within the applicable grace period, in addition (x) with respect solely to whatever rights clause (i)(A) above, if such Monthly Advance is not made by 4:00 P.M., New York time, on the Trustee may have at law or equity to damages, including injunctive relief and specific performance, the Trustee, by second Business Day following written notice in writing to the Master Servicer, may Servicer of such event the Trustee shall terminate with cause all of the rights and obligations of the Master Servicer under this Trust Agreement and the Trustee, or a successor servicer appointed in accordance with Section 7.02, shall immediately make such Monthly Advance and assume, pursuant to Section 7.02, the duties of a successor Master Servicer and (y) in the case of (i)(B), (ii), (iii), (iv), (v) and (vi) above, the Trustee shall, at the direction of the Certificate Insurer or the Holders of each Class of Class A Certificates evidencing Percentage Interests aggregating not less than 51% with the consent of the Certificate Insurer, by notice then given in writing to the Master Servicer (and to the Trustee if given by Holders of Certificates), terminate all of the rights and obligations of the Master Servicer as servicer under this Agreement. Upon Any such notice to the Master Servicer shall also be given to each Rating Agency, the Seller, the Depositor and the Certificate Insurer. On or after the receipt by the Master Servicer of such written notice, all authority and power of the Master Servicer under this Trust Agreement, whether with respect to the Certificates or the Mortgage Loans or otherwise, shall pass to and be vested in any successor master servicer appointed hereunder that accepts such appointments. Upon written request from the Trustee or pursuant to and under this Section; and, without limitation, the Trustee is hereby authorized and empowered to execute and deliver, on behalf of the Master Servicer, the Master Servicer shall prepareas attorney-in-fact or otherwise, execute and deliver to the successor entity designated by the Trustee pursuant to Section 8.06 any and all documents and other instruments related to the performance of its duties hereunder as the Master Servicer and, place in such successor’s possession all such documents, together with any Trustee Mortgage Loan Files related to any pool of Mortgage Loans with respect to which it acts as a successor servicerinstruments, and to do or cause to be done accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, at whether to complete the Master Servicer’s sole expensetransfer and endorsement of each Mortgage Loan and related documents or otherwise. The Master Servicer shall agrees to cooperate with the Trustee and such successor master servicer in effecting the termination of the Master Servicer’s responsibilities and rights hereunder includingof the Master Servicer hereunder, in cluding, without limitation, the transfer to such successor master servicer the Trustee for the administration by it of all cash amounts that shall at the time be credited to held by the Master Servicer and to be deposited by it in the Collection Account, the Distribution Account, the Policy Payments Account, any REO Account of any Servicing Account, or are that have been deposited by the Master Servicer in such accounts or thereafter received by the Master Servicer with respect to the Mortgage Loans. All reasonable costs and expenses (including attorneys' fees) incurred in connection with transferring the Mortgage Files to the successor Master Servicer and amending this Agreement to reflect such succession as Master Servicer pursuant to this Section shall be paid by the predecessor Master Servicer (or if the predecessor Master Servicer is the Trustee, the initial Master Servicer) upon presentation of reasonable documentation of such costs and expenses. The Master Servicer being terminated shall bear hereby covenants and agrees to reimburse act as the Trustee and the successor master servicer from all costs, damages, expenses and liabilities incurred by them in connection with the transfer of master servicing, including but not limited to, legal fees and expenses, accounting fees and expenses. If the terminated Master Servicer does not pay under this Agreement for an initial term, commencing on the Closing Date and ending on March 30, 1998, which 105 term shall be extendable by the Certificate Insurer for successive terms of three calendar months thereafter, until the termination of the Master Servicer's obligations and responsibilities pursuant to Article X. Each such notice of extension (a "Servicer Extension Notice") shall be delivered by the Certificate Insurer to the Trust, the Trustee, the Master Servicer and any such costs and expenses within thirty (30) days of Sub-Servicer. The Master Servicer hereby agrees that, upon its receipt of an invoice thereforeany such Servicer Extension notice, the Trust Master Servicer shall reimburse become bound for the duration of the term covered by such Servicer Extension Notice to continue as the Master Servicer subject to and in accordance with the other provisions of this Agreement. The Trustee agrees that if as of the fifteenth (15th) day prior to the last day of any term of the Master Servicer the Trustee shall not have received any Servicer Extension Notice from the Certificate Insurer, the Trustee will within five (or 5) days thereafter, give written notice of such successor master servicer therefor) non-receipt to the Trust, the Certificate Insurer, the Master Servicer and any Sub-Servicer. The failure of the Certificate Insurer to deliver a Servicer Extension Notice by the end of a calendar term shall result in the termination of the Master Servicer. The foregoing provision of this paragraph shall not apply to the Trustee in the event the Trustee succeeds to the rights and obligations of the Master Servicer and the Trustee shall be entitled to withdraw continue in such reimbursement from amounts on deposit in capacity until the Certificate Account earlier of the termination of this Agreement pursuant to Section 3.01(a)(iv); provided that Article X or the terminated Master Servicer shall reimburse the Trust for any such expense incurred by the Trustappointment of a successor master servicer.

Master Servicer Events of Default. Each of the following shall constitute a “Master Servicer Event of Default”: (a) any failure by the Master Servicer to remit to the Securities Administrator make any payment P&I Advance required to be made by the Master Servicer under the terms of this Trust Agreement which continues unremedied for a period of two (2) Business Days after the date upon which written notice of such failure, requiring the same to be remedied, shall have been given to the Master Servicer by the Securities Administratorany other party hereto; (b) failure by the Master Servicer to duly observe or perform, in any material respect, any other covenants, obligations or agreements of the Master Servicer as set forth in this Trust Agreement which failure continues unremedied for a period of thirty (30) days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Master Servicer by the Securities AdministratorTrustee or to the Master Servicer and Trustee by the holders of Certificates evidencing at least 25.00% of the Voting Rights; (c) failure by the Master Servicer to maintain its license to do business in any jurisdiction where the Mortgaged Premises are located if such license is required; (d) a decree or order of a court or agency or supervisory authority having jurisdiction for the appointment of a conservator or receiver or liquidator in any insolvency, bankruptcy, readjustment of debt, marshaling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against the Master Servicer and such decree or order shall have remained in force, undischarged or unstayed for a period of sixty (60) days; (ed) the Master Servicer shall consent to the appointment of a conservator or receiver or liquidator in any insolvency, bankruptcy, readjustment of debt, marshaling of assets and liabilities or similar proceedings of or relating to the Master Servicer or relating to all or substantially all of its property; (fe) the Master Servicer shall admit in writing its inability to pay its debts as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors, or voluntarily suspend payment of its obligations for three (3) Business Days; (gf) Except as otherwise set forth herein, the Master Servicer attempts to assign this Trust Agreement or its responsibilities hereunder or to delegate its duties hereunder (or any portion thereof) without the consent of the Trustee Securities Administrator and the Depositor; or; (hg) the indictment of the Master Servicer for the taking of any action by the Master Servicer, any employee thereof, any Affiliate or any director or employee thereof that constitutes fraud or criminal activity in the performance of its obligations under the Trust this Agreement, in each case, where such indictment materially and adversely affects the ability of the Master Servicer to perform its obligations under the Trust this Agreement (subject to the condition that such indictment is not dismissed within ninety (90) days); (h) After receipt of notice from the Securities Administrator, any failure of the Master Servicer to remit to the Securities Administrator any payment required to be made to the Securities Administrator on any Master Servicer Remittance Date for the benefit of Certificateholders under the terms of this Agreement, including any Advance, which such failure continues unremedied for a period of one Business Day after the date upon which notice of such failure shall have been given to the Master Servicer by the Securities Administrator; or (i) failure of the Master Servicer to timely provide the Depositor with the assessment, attestation and annual statement of compliance required by Item 1122 of Regulation AB in accordance with Sections 3.22, 3.23 and 3.24. In each and every such case, so long as a Master Servicer Event of Default shall not have been remedied, in addition to whatever rights the Trustee may have at law or equity or to damages, including injunctive relief and specific performance, the Trustee, by notice in writing to the Master Servicer, may may, and upon the request of the Holders of Certificates representing at least 51.00% of the Voting Rights shall, terminate with cause all the rights and obligations of the Master Servicer under this Trust Agreement. Upon receipt by the Master Servicer of such written notice, all authority and power of the Master Servicer under this Trust Agreement, shall pass to and be vested in any successor master servicer appointed hereunder that which accepts such appointments. Upon written request from the Trustee or the Master ServicerDepositor, the Master Servicer shall prepare, execute and deliver to the successor entity designated by the Trustee pursuant to Section 8.06 any and all documents and other instruments related to the performance of its duties hereunder as the Master Servicer and, place in such successor’s possession all such documents, together with any Trustee Mortgage Loan Files related to any pool of Mortgage Loans documents with respect to which it acts as a successor servicer, the master servicing of the Mortgage Loans and do or cause to be done all other acts or things necessary or appropriate to effect the purposes of such notice of termination, at the Master Servicer’s sole expense. The Master Servicer shall cooperate with the Trustee and such successor master servicer in effecting the termination of the Master Servicer’s responsibilities and rights hereunder includinghereunder, including without limitation, the transfer to such successor master servicer for administration by it of all cash amounts that which shall at the time be credited to the Master Servicer Servicing Account or are thereafter received with respect to the Mortgage Loans. The Master Servicer being terminated shall bear and agrees to reimburse the Trustee and the successor master servicer from all costs, damages, expenses and liabilities incurred by them in connection with the transfer of master servicing, including but not limited to, legal fees and expenses, accounting fees and expenses. If the terminated Master Servicer does not pay any such costs and expenses within thirty (30) days of its receipt of an invoice therefore, the Trust shall reimburse the Trustee (or such successor master servicer therefor) and the Trustee shall be entitled to withdraw such reimbursement from amounts on deposit in the Certificate Account pursuant to Section 3.01(a)(iv); provided that the terminated Master Servicer shall reimburse the Trust for any such expense incurred by the Trust.

Master Servicer Events of Default. Each of the following shall constitute a Master Servicer Event of Default: (a) any failure by the Master Servicer to remit to the Securities Administrator Trustee any payment required to be made under the terms of this Trust Agreement which continues unremedied for a period of two (2) Business Days after the date upon which written notice of such failure, requiring the same to be remedied, shall have been given to the Master Servicer by the Securities AdministratorTrustee; (b) failure by the Master Servicer to duly observe or perform, in any material respect, any other covenants, obligations or agreements of the Master Servicer as set forth in this Trust Agreement which failure continues unremedied for a period of thirty (30) days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Master Servicer by the Securities AdministratorTrustee; (c) failure by the Master Servicer to maintain its license to do business in any jurisdiction where the Mortgaged Premises Properties are located if such license is required; (d) a decree or order of a court or agency or supervisory authority having jurisdiction for the appointment of a conservator or receiver or liquidator in any insolvency, bankruptcy, readjustment of debt, marshaling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against the Master Servicer and such decree or order shall have remained in force, undischarged or unstayed for a period of sixty (60) days; (e) the Master Servicer shall consent to the appointment of a conservator or receiver or liquidator in any insolvency, bankruptcy, readjustment of debt, marshaling of assets and liabilities or similar proceedings of or relating to the Master Servicer or relating to all or substantially all of its property; (f) the Master Servicer shall admit in writing its inability to pay its debts as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors, or voluntarily suspend payment of its obligations for three (3) Business Days; (g) an affiliate of the Master Servicer that performs any back-up servicer duties of the Master Servicer or any servicing duties assumed by the Master Servicer as successor servicer under any Servicing Agreement ceases to meet the qualifications of a FNMA or FHLMC servicer; (h) the Master Servicer attempts to assign this Trust Agreement or its responsibilities hereunder or to delegate its duties hereunder (or any portion thereof) without the consent of the Trustee Trustee, Securities Administrator and the Depositor; or (hi) the indictment of the Master Servicer for the taking of any action by the Master Servicer, any employee thereof, any Affiliate or any director or employee thereof that constitutes fraud or criminal activity in the performance of its obligations under the Trust this Agreement, in each case, where such indictment materially and adversely affects the ability of the Master Servicer to perform its obligations under the Trust this Agreement (subject to the condition that such indictment is not dismissed within ninety (90) days). In each and every such case, so long as a Master Servicer Event of Default shall not have been remedied, in addition to whatever rights the Trustee may have at law or equity to damages, including injunctive relief and specific performance, the Trustee, by notice in writing to the Master Servicer, may terminate with cause all the rights and obligations of the Master Servicer under this Trust Agreement. Upon receipt by the Master Servicer of such written notice, all authority and power of the Master Servicer under this Trust Agreement, shall pass to and be vested in any successor master servicer appointed hereunder that which accepts such appointments. Upon written request from the Trustee or the Master Servicer, the Master Servicer shall prepare, execute and deliver to the successor entity designated by the Trustee pursuant to Section 8.06 any and all documents and other instruments related to the performance of its duties hereunder as the Master Servicer and, place in such successor’s possession all such documents, together with any Trustee Mortgage Loan Files related to any pool of Mortgage Loans with respect to which it acts as a successor servicer, and do or cause to be done all other acts or things necessary or appropriate to effect the purposes of such notice of termination, at the Master Servicer’s sole expense. The Master Servicer shall cooperate with the Trustee and such successor master servicer in effecting the termination of the Master Servicer’s responsibilities and rights hereunder includinghereunder, including without limitation, the transfer to such successor master servicer for administration by it of all cash amounts that which shall at the time be credited to the Master Servicer Account or are thereafter received with respect to the Mortgage Loans. The Master Servicer being terminated shall bear and agrees to reimburse the Trustee and the successor master servicer from all costs, damages, expenses and liabilities incurred by them in connection with the transfer of master servicing, including but not limited to, legal fees and expenses, accounting fees and expenses. If the terminated Master Servicer does not pay any such costs and expenses within thirty (30) days of its receipt of an invoice therefore, the Trust shall reimburse the Trustee (or such successor master servicer therefor) and the Trustee shall be entitled to withdraw such reimbursement from amounts on deposit in the Certificate Account pursuant to Section 3.01(a)(iv); provided that the terminated Master Servicer shall reimburse the Trust for any such expense incurred by the Trust.

Master Servicer Events of Default. Each of the following shall constitute a Master Servicer Event of Default: (a) any failure by the Master Servicer to remit to the Securities Administrator any payment required to be made under the terms of this Trust Agreement which continues unremedied for a period of two (2) Business Days after the date upon which written notice of such failure, requiring the same to be remedied, shall have been given to the Master Servicer by the Securities Administrator; (b) failure by the Master Servicer to duly observe or perform, in any material respect, any other covenants, obligations or agreements of the Master Servicer as set forth in this Trust Agreement which failure continues unremedied for a period of thirty (30) days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Master Servicer by the Securities Administrator; (c) failure by the Master Servicer to maintain its license to do business in any jurisdiction where the Mortgaged Premises are located if such license is required; (d) a decree or order of a court or agency or supervisory authority having jurisdiction for the appointment of a conservator or receiver or liquidator in any insolvency, bankruptcy, readjustment of debt, marshaling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against the Master Servicer and such decree or order shall have remained in force, undischarged or unstayed for a period of sixty (60) days; (e) the Master Servicer shall consent to the appointment of a conservator or receiver or liquidator in any insolvency, bankruptcy, readjustment of debt, marshaling of assets and liabilities or similar proceedings of or relating to the Master Servicer or relating to all or substantially all of its property; (f) the Master Servicer shall admit in writing its inability to pay its debts as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors, or voluntarily suspend payment of its obligations for three (3) Business Days; (g) the Master Servicer attempts to assign this Trust Agreement or its responsibilities hereunder or to delegate its duties hereunder (or any portion thereof) without the consent of the Trustee and the Depositor; or (h) the indictment of the Master Servicer for the taking of any action by the Master Servicer, any employee thereof, any Affiliate or any director or employee thereof that constitutes fraud or criminal activity in the performance of its obligations under the Trust Agreement, in each case, where such indictment materially and adversely affects the ability of the Master Servicer to perform its obligations under the Trust Agreement (subject to the condition that such indictment is not dismissed within ninety (90) days). In each and every such case, so long as a Master Servicer Event of Default shall not have been remedied, in addition to whatever rights the Trustee may have at law or equity to damages, including injunctive relief and specific performance, the Trustee, by notice in writing to the Master Servicer, may terminate with cause all the rights and obligations of the Master Servicer under this Trust Agreement. Upon receipt by the Master Servicer of such written notice, all authority and power of the Master Servicer under this Trust Agreement, shall pass to and be vested in any successor master servicer appointed hereunder that accepts such appointments. Upon written request from the Trustee or the Master Servicer, the Master Servicer shall prepare, execute and deliver to the successor entity designated by the Trustee pursuant to Section 8.06 any and all documents and other instruments related to the performance of its duties hereunder as the Master Servicer and, place in such successor’s possession all such documents, together with any Trustee Mortgage Loan Files related to any pool of Mortgage Loans with respect to which it acts as a successor servicer, and do or cause to be done all other acts or things necessary or appropriate to effect the purposes of such notice of termination, at the Master Servicer’s sole expense. The Master Servicer shall cooperate with the Trustee and such successor master servicer in effecting the termination of the Master Servicer’s responsibilities and rights hereunder including, without limitation, the transfer to such successor master servicer for administration by it of all cash amounts that shall at the time be credited to the Master Servicer Account or are thereafter received with respect to the Mortgage Loans. The Master Servicer being terminated shall bear and agrees to reimburse the Trustee and the successor master servicer from all costs, damages, expenses and liabilities incurred by them in connection with the transfer of master servicing, including but not limited to, legal fees and expenses, accounting fees and expenses. If the terminated Master Servicer does not pay any such costs and expenses within thirty (30) days of its receipt of an invoice therefore, the Trust shall reimburse the Trustee (or such successor master servicer therefor) and the Trustee shall be entitled to withdraw such reimbursement from amounts on deposit in the Certificate Account pursuant to Section 3.01(a)(iv); provided that the terminated Master Servicer shall reimburse the Trust for any such expense incurred by the Trust.

Master Servicer Events of Default. Each of the following shall constitute a "Master Servicer Event of Default": (a) any failure by the Master Servicer to remit to deposit in the Securities Administrator Distribution Account any payment received by it from any Servicer or required to be made by the Master Servicer under the terms of this Trust Agreement which continues unremedied for a period of two (2) Business Days after the date upon which written notice of such failure, requiring the same to be remedied, shall have been given to the Master Servicer by the Securities Administratorany other party hereto; (b) failure by the Master Servicer to duly observe or perform, in any material respect, any other covenants, obligations or agreements of the Master Servicer as set forth in this Trust Agreement (including any obligation to cause any subservicer or Reporting Subcontractor (except as specified below) to take any action specified in Article XIII) which failure continues unremedied for a period of thirty (30) days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Master Servicer by the Securities AdministratorTrustee or to the Master Servicer and the Trustee by the holders of Certificates evidencing at least 25% of the Voting Rights; provided that the thirty (30) day cure period shall not apply so long as the Depositor is required to file Exchange Act Reports with respect to the Trust Fund, the failure to comply with the requirements set forth in Article XIII, for which the grace period shall not exceed the lesser of ten (10) calendar days or such period in which the applicable Exchange Act Report can be timely filed (without taking into account any extensions); (c) failure by the Master Servicer to maintain its license to do business in any jurisdiction where the Mortgaged Premises are located if such license is required; (d) a decree or order of a court or agency or supervisory authority having jurisdiction for the appointment of a conservator or receiver or liquidator in any insolvency, bankruptcy, readjustment of debt, marshaling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against the Master Servicer and such decree or order shall have remained in force, undischarged or unstayed for a period of sixty (60) days; (ed) the Master Servicer shall consent to the appointment of a conservator or receiver or liquidator in any insolvency, bankruptcy, readjustment of debt, marshaling of assets and liabilities or similar proceedings of or relating to the Master Servicer or relating to all or substantially all of its property; (fe) the Master Servicer shall admit in writing its inability to pay its debts as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors, or voluntarily suspend payment of its obligations for three (3) Business Days; (gf) except as otherwise set forth herein, the Master Servicer attempts to assign this Trust Agreement or its responsibilities hereunder or to delegate its duties hereunder (or any portion thereof) without the consent of the Trustee Securities Administrator and the Depositor; or (hg) the indictment of the Master Servicer for the taking of any action by the Master Servicer, any employee thereof, any Affiliate or any director or employee thereof that constitutes fraud or criminal activity in the performance of its obligations under the Trust this Agreement, in each case, where such indictment materially and adversely affects the ability of the Master Servicer to perform its obligations under the Trust this Agreement (subject to the condition that such indictment is not dismissed within ninety (90) days). In each and every such case, so long as a Master Servicer Event of Default shall not have been remedied, in addition to whatever rights the Trustee may have at law or equity to damages, including injunctive relief and specific performance, the Trustee, by notice in writing to the Master Servicer, may may, and (a) upon the request of the Holders of Certificates representing at least 51% of the Voting Rights (except with respect to any Master Servicer Event of Default related to a failure to comply with an Exchange Act Filing Obligation) or (b) the Depositor, in the case of a failure related to an Exchange Act Filing Obligation, shall, terminate with cause all the rights and obligations of the Master Servicer under this Trust Agreement. The Depositor shall not be entitled to terminate the rights and obligations of the Master Servicer, pursuant to the above paragraph, if a failure of the Master Servicer to identify a Subcontractor "participating in the servicing function" within the meaning of Item 1122 of Regulation AB was attributable solely to the role or functions of such Subcontractor with respect to mortgage loans other than the Mortgage Loans. Upon receipt by the Master Servicer of such written notice, all authority and power of the Master Servicer under this Trust Agreement, shall pass to and be vested in any successor master servicer appointed hereunder that which accepts such appointments. Upon written request from the Trustee or the Master ServicerDepositor, the Master Servicer shall prepare, execute and deliver to the successor entity designated by the Trustee pursuant to Section 8.06 any and all documents and other instruments related to the performance of its duties hereunder as the Master Servicer and, place in such successor’s 's possession all such documents, together with any Trustee Mortgage Loan Files related to any pool of Mortgage Loans documents with respect to which it acts as a successor servicer, the master servicing of the Mortgage Loans and do or cause to be done all other acts or things necessary or appropriate to effect the purposes of such notice of termination, at the Master Servicer’s 's sole expense. The Master Servicer shall cooperate with the Trustee and such successor master servicer in effecting the termination of the Master Servicer’s 's responsibilities and rights hereunder includinghereunder, including without limitation, the transfer to such successor master servicer for administration by it of all cash amounts that which shall at the time be credited to the Master Servicer Distribution Account or are thereafter received with respect to the Mortgage Loans. The Upon the occurrence of a Master Servicer being terminated Event of Default, the Securities Administrator shall bear and agrees (i) provide prompt written notice to reimburse the Trustee and the Depositor of such occurrence and (ii) provide the Depositor in writing and in form and substance reasonably 107 satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a successor master servicer from all costs, damages, expenses and liabilities incurred by them in connection with the transfer event the Trustee should succeed to the duties of master servicing, including but not limited to, legal fees and expenses, accounting fees and expensesthe Master Servicer as set forth herein. If In the event that the Master Servicer becomes a terminated Master Servicer does not pay any such costs and expenses within thirty (30) days due to a Master Servicer Event of its receipt of an invoice thereforeDefault, the Trust shall reimburse the Trustee (or such successor master servicer therefor) and the Trustee shall be entitled to withdraw such reimbursement from amounts on deposit in the Certificate Account pursuant to Section 3.01(a)(iv); provided that the terminated Master Servicer shall reimburse bear all costs of the Trust for any such expense transfer of master servicing hereunder (including those incurred by the TrustTrustee). If such costs are not paid by the terminated Master Servicer, such costs shall be reimbursed from the Trust Fund.

Master Servicer Events of Default. Each of the following shall constitute a “Master Servicer Event of Default”: (a) any failure by the Master Servicer to remit to the Securities Administrator make any payment P&I Advance required to be made by the Master Servicer under the terms of this Trust Agreement which continues unremedied for a period of two (2) Business Days after the date upon which written notice of such failure, requiring the same to be remedied, shall have been given to the Master Servicer by the Securities Administratorany other party hereto; (b) failure by the Master Servicer to duly observe or perform, in any material respect, any other covenants, obligations or agreements of the Master Servicer as set forth in this Trust Agreement which failure continues unremedied for a period of thirty (30) days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Master Servicer by the Securities AdministratorTrustee or to the Master Servicer and Trustee by the holders of Certificates evidencing at least 25.00% of the Voting Rights; (c) failure by the Master Servicer to maintain its license to do business in any jurisdiction where the Mortgaged Premises are located if such license is required; (d) a decree or order of a court or agency or supervisory authority having jurisdiction for the appointment of a conservator or receiver or liquidator in any insolvency, bankruptcy, readjustment of debt, marshaling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against the Master Servicer and such decree or order shall have remained in force, undischarged or unstayed for a period of sixty (60) days; (ed) the Master Servicer shall consent to the appointment of a conservator or receiver or liquidator in any insolvency, bankruptcy, readjustment of debt, marshaling of assets and liabilities or similar proceedings of or relating to the Master Servicer or relating to all or substantially all of its property; (fe) the Master Servicer shall admit in writing its inability to pay its debts as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors, or voluntarily suspend payment of its obligations for three (3) Business Days; (gf) Except as otherwise set forth herein, the Master Servicer attempts to assign this Trust Agreement or its responsibilities hereunder or to delegate its duties hereunder (or any portion thereof) without the consent of the Trustee Securities Administrator and the Depositor; or; (hg) the indictment of the Master Servicer for the taking of any action by the Master Servicer, any employee thereof, any Affiliate or any director or employee thereof that constitutes fraud or criminal activity in the performance of its obligations under the Trust this Agreement, in each case, where such indictment materially and adversely affects the ability of the Master Servicer to perform its obligations under the Trust this Agreement (subject to the condition that such indictment is not dismissed within ninety (90) days); (h) After receipt of notice from the Trustee or Securities Administrator, any failure of the Master Servicer to remit to the Securities Administrator any payment required to be made to the Securities Administrator for the benefit of Certificateholders under the terms of this Agreement, including any Advance, on any Master Servicer Remittance Date which such failure continues unremedied for a period of one Business Day after the date upon which notice of such failure shall have been given to the Master Servicer by the Securities Administrator; or (i) failure of the Master Servicer to timely provide the Depositor with the assessment, attestation and annual statement of compliance required by Item 1122 of Regulation AB in accordance with Sections 3.03, 3.04 and 3.05. In each and every such case, so long as a Master Servicer Event of Default shall not have been remedied, in addition to whatever rights the Trustee may have at law or equity or to damages, including injunctive relief and specific performance, the Trustee, by notice in writing to the Master Servicer, may may, and upon the request of the Holders of Certificates representing at least 51.00% of the Voting Rights shall, terminate with cause all the rights and obligations of the Master Servicer under this Trust Agreement. Upon receipt by the Master Servicer of such written notice, all authority and power of the Master Servicer under this Trust Agreement, shall pass to and be vested in any successor master servicer appointed hereunder that which accepts such appointments. Upon written request from the Trustee or the Master ServicerDepositor, the Master Servicer shall prepare, execute and deliver to the successor entity designated by the Trustee pursuant to Section 8.06 any and all documents and other instruments related to the performance of its duties hereunder as the Master Servicer and, place in such successor’s possession all such documents, together with any Trustee Mortgage Loan Files related to any pool of Mortgage Loans documents with respect to which it acts as a successor servicer, the master servicing of the Mortgage Loans and do or cause to be done all other acts or things necessary or appropriate to effect the purposes of such notice of termination, at the Master Servicer’s sole expense. The Master Servicer shall cooperate with the Trustee and such successor master servicer in effecting the termination of the Master Servicer’s responsibilities and rights hereunder includinghereunder, including without limitation, the transfer to such successor master servicer for administration by it of all cash amounts that which shall at the time be credited to the Master Servicer Servicing Account or are thereafter received with respect to the Mortgage Loans. The Master Servicer being terminated shall bear and agrees to reimburse the Trustee and the successor master servicer from all costs, damages, expenses and liabilities incurred by them in connection with the transfer of master servicing, including but not limited to, legal fees and expenses, accounting fees and expenses. If the terminated Master Servicer does not pay any such costs and expenses within thirty (30) days of its receipt of an invoice therefore, the Trust shall reimburse the Trustee (or such successor master servicer therefor) and the Trustee shall be entitled to withdraw such reimbursement from amounts on deposit in the Certificate Account pursuant to Section 3.01(a)(iv); provided that the terminated Master Servicer shall reimburse the Trust for any such expense incurred by the Trust.

Master Servicer Events of Default. Each of the following shall constitute a Master Servicer Event of Default: (a) any failure by the Master Servicer to remit to the Securities Administrator any payment required to be made under the terms of this Trust Agreement which that continues unremedied for a period of two (2) Business Days after the date upon which written notice of such failure, requiring the same to be remedied, shall have been given to the Master Servicer by the Securities Administrator; (b) failure by the Master Servicer to duly observe or perform, in any material respect, any other covenants, obligations or agreements of the Master Servicer as set forth in this Trust Agreement which failure continues unremedied for a period of thirty (30) [60] days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Master Servicer by the Securities Administrator, or to the Master Servicer and the Securities Administrator by the Holders of the Certificates of any Class evidencing not less than [25]% of the Voting Rights; (c) failure by the Master Servicer to maintain its license to do business in any jurisdiction where the Mortgaged Premises Property are located located, if such license is required; (d) a decree or order of a court or agency or supervisory authority having jurisdiction for the appointment of a conservator or receiver or liquidator in any insolvency, bankruptcy, readjustment of debt, marshaling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against the Master Servicer and such decree or order shall have remained in force, undischarged or unstayed for a period of sixty (60) days; (e) the Master Servicer shall consent to the appointment of a conservator or receiver or liquidator in any insolvency, bankruptcy, readjustment of debt, marshaling of assets and liabilities or similar proceedings of or relating to the Master Servicer or relating to all or substantially all of its property; (f) the Master Servicer shall admit in writing its inability to pay its debts as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors, or voluntarily suspend payment of its obligations for three (3) Business Days; (g) an affiliate of the Master Servicer that performs any back-up servicer duties of the Master Servicer or any servicing duties assumed by the Master Servicer as successor servicer under any Servicing Agreement ceases to meet the qualifications of a FNMA or FHLMC servicer; (h) the Master Servicer attempts to assign this Trust Agreement or its responsibilities hereunder or to delegate its duties hereunder (or any portion thereof) without the consent of the [Delaware] Trustee and the Depositor; or (hi) the indictment of the Master Servicer for the taking of any action by the Master Servicer, any employee thereof, any Affiliate or any director or employee thereof that constitutes fraud or criminal activity in the performance of its obligations under the this Trust Agreement, in each case, where such indictment materially and adversely affects the ability of the Master Servicer to perform its obligations under the Trust Agreement (subject to the condition that such indictment is not dismissed within ninety (90) days). In each and every such case, so long as a Master Servicer Event of Default shall not have been remedied, in addition to whatever rights the Trustee Issuing Entity may have at law or equity to damages, including injunctive relief and specific performance, the TrusteeIssuing Entity, by notice in writing to the Master Servicer, may terminate with cause all the rights and obligations of the Master Servicer under this Trust Agreement. If a Master Servicer Event of Default shall occur and be continuing, so long as any such Master Servicer Event of Default shall not have been remedied within any period of time prescribed by this Section, the Issuing Entity, by notice in writing to the Master Servicer may, and shall, if so directed in writing by Certificateholders evidencing more than [ ]% of the Voting Rights of the Certificates, terminate all of the rights and obligations of the Master Servicer hereunder and in and to the Mortgage Loans and the proceeds thereof. Upon receipt by the Master Servicer of such written notice, all authority and power of the Master Servicer under this Trust Agreement, shall pass to and be vested in any successor master servicer appointed hereunder that accepts such appointments. Upon written request from the Trustee or the Master Servicer[Delaware] Trustee, the Master Servicer shall prepare, execute and deliver to the successor entity designated by the [Delaware] Trustee pursuant to Section 8.06 any and all documents and other instruments related to the performance of its duties hereunder as the Master Servicer and, place in such successor’s possession all such documents, together with any Trustee Mortgage Loan Files related to any pool of Mortgage Loans with respect to which it acts as a successor servicer, and do or cause to be done all other acts or things necessary or appropriate to effect the purposes of such notice of termination, at the Master Servicer’s sole expense. The Master Servicer shall cooperate with the [Delaware] Trustee and such successor master servicer in effecting the termination of the Master Servicer’s responsibilities and rights hereunder includinghereunder, including without limitation, the transfer to such successor master servicer for administration by it of all cash amounts that shall at the time be credited to the Master Servicer Account or are thereafter received with respect to the Mortgage Loans. The Master Servicer being terminated shall bear and agrees to reimburse the Trustee and the successor master servicer from all costs, damages, expenses and liabilities incurred by them in connection with the transfer of master servicing, including but not limited to, legal fees and expenses, accounting fees and expenses. If the terminated Master Servicer does not pay any such costs and expenses within thirty (30) days of its receipt of an invoice therefore, the Trust shall reimburse the Trustee (or such successor master servicer therefor) and the Trustee shall be entitled to withdraw such reimbursement from amounts on deposit in the Certificate Account pursuant to Section 3.01(a)(iv); provided that the terminated Master Servicer shall reimburse the Trust for any such expense incurred by the Trust.

Master Servicer Events of Default. Each (a) If any one of the following shall constitute a events (“Master Servicer Event Events of Default”) shall occur and be continuing: (ai) any Any failure by the Master Servicer to remit to furnish the Securities Administrator any payment required the Mortgage Loan data sufficient to be made under prepare the terms reports described in Section 7.05 of this Trust Agreement the Indenture which continues unremedied for a period of two (2) one Business Days Day after the date upon which written notice of such failure, requiring the same to be remedied, failure shall have been given to the such Master Servicer by the Indenture Trustee or the Securities Administrator;Administrator or to such Master Servicer, the Securities Administrator and the Indenture Trustee by the Holders of not less than 25% of the aggregate Note Balance of the Notes; or (bii) Any failure by on the Master Servicer to duly observe or perform, in any material respect, any other covenants, obligations or agreements part of the Master Servicer as set forth duly to observe or perform in any material respect any other of the covenants or agreements (other than those referred to in clauses (viii) and (ix) below) on the part of the Master Servicer contained in this Trust Agreement which failure continues unremedied for a period of thirty (30) days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Master Servicer by the Indenture Trustee or the Securities Administrator;, or to the Master Servicer, the Securities Administrator and the Indenture Trustee by the Holders of not less than 25% of the aggregate Note Balance of the Notes; or (ciii) failure by the Master Servicer to maintain its license to do business in any jurisdiction where the Mortgaged Premises are located if such license is required; (d) a A decree or order of a court or agency or supervisory authority having jurisdiction for the appointment of a conservator or receiver or liquidator in any insolvency, bankruptcy, readjustment of debt, marshaling marshalling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against the Master Servicer Servicer, and such decree or order shall have remained in force, force undischarged or unstayed for a period of sixty (60) days;days or any Rating Agency reduces or withdraws or threatens to reduce or withdraw the rating of the Notes because of the financial condition or loan servicing capability of such Master Servicer; or (eiv) the The Master Servicer shall consent to the appointment of a conservator or receiver or liquidator in any insolvency, bankruptcy, readjustment of debt, marshaling marshalling of assets and liabilities liabilities, voluntary liquidation or similar proceedings of or relating to the Master Servicer or of or relating to all or substantially all of its property;; or (fv) the The Master Servicer shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors, creditors or voluntarily suspend payment of its obligations for three (3) Business Days; (g) the Master Servicer attempts to assign this Trust Agreement or its responsibilities hereunder or to delegate its duties hereunder (or any portion thereof) without the consent of the Trustee and the Depositorobligations; or (hvi) The Master Servicer shall be dissolved, or shall dispose of all or substantially all of its assets, or consolidate with or merge into another entity or shall permit another entity to consolidate or merge into it, such that the indictment resulting entity does not meet the criteria for a Successor Master Servicer as specified in Section 6.04 hereof; or (vii) If a representation or warranty set forth in Section 2.01(b) hereof shall prove to be incorrect as of the Master Servicer for the taking of time made in any action by the Master Servicer, any employee thereof, any Affiliate or any director or employee thereof respect that constitutes fraud or criminal activity in the performance of its obligations under the Trust Agreement, in each case, where such indictment materially and adversely affects the ability interests of the Noteholders, and the circumstance or condition in respect of which such representation or warranty was incorrect shall not have been eliminated or cured within 30 days after the date on which written notice of such incorrect representation or warranty shall have been given to the Master Servicer by the Indenture Trustee or the Securities Administrator, or to the Master Servicer, the Securities Administrator and the Indenture Trustee by the Holders of not less than 25% of the aggregate Note Balance of the Notes; or (viii) A sale or pledge of any of the rights of the Master Servicer hereunder or an assignment of this Agreement by the Master Servicer or a delegation of the rights or duties of the Master Servicer hereunder shall have occurred in any manner not otherwise permitted hereunder and without the prior written consent of the Indenture Trustee and the Holders of not less than 50% of the aggregate Note Balance of the Notes; or (ix) After receipt of notice from the Indenture Trustee, any failure of the Master Servicer to perform its obligations under the Trust Agreement make any Monthly Advances when such Monthly Advances are due, as required to be made hereunder. (subject to the condition that such indictment is not dismissed within ninety (90b) days). In then, and in each and every such case, so long as a Master Servicer Event of Default shall not have been remedied, in addition (x) with respect solely to whatever rights clause (ix) above, upon receipt of written notice or discovery by a Responsible Officer of the Indenture Trustee may have at law or equity to damages, including injunctive relief and specific performanceof the Securities Administrator of such failure, the Trustee, by Indenture Trustee shall give immediate telephonic notice in writing of such failure to a Master Servicing Officer of the Master Servicer, may Servicer and the Indenture Trustee shall terminate with cause all of the rights and obligations of the Master Servicer under this Trust Agreement and the Successor Master Servicer appointed in accordance with Section 6.02 shall immediately make such Monthly Advance (provided, if the Sucessor Master Servicer determines in its reasonable judgment that a Monthly Advance is a Nonrecoverable Advance, the Sucessor Master Servicer shall be under no obligation to make such Monthly Advance) prior to the payment of funds on the related Payment Date and assume, pursuant to Section 6.04, the duties of a Successor Master Servicer and (y) in the case of clauses (i), (ii), (iii), (iv), (v), (vi), (vii) and (viii) above, the Indenture Trustee shall, at the direction of the Holders of not less than 51% of the aggregate Note Balance of the Notes by notice then given in writing to the Master Servicer (and to the Indenture Trustee if given by Holders of Notes), terminate all of the rights and obligations of the Master Servicer as servicer under this Agreement. Upon Any such notice to the Master Servicer shall also be given to each Rating Agency and the Seller. On or after receipt by the Master Servicer of such written notice, all authority and power of the Master Servicer under this Trust Agreement, whether with respect to the Notes or the Mortgage Loans or otherwise, shall pass to and be vested in any successor master servicer appointed hereunder that accepts such appointments. Upon written request from the Trustee or Successor Master Servicer pursuant to and under this Section 6.03; and, without limitation, the Successor Master Servicer is hereby authorized and empowered to execute and deliver, on behalf of the Master Servicer, the Master Servicer shall prepareas attorney-in-fact or otherwise, execute and deliver to the successor entity designated by the Trustee pursuant to Section 8.06 any and all documents and other instruments related to the performance of its duties hereunder as the Master Servicer and, place in such successor’s possession all such documents, together with any Trustee Mortgage Loan Files related to any pool of Mortgage Loans with respect to which it acts as a successor servicerinstruments, and to do or cause to be done accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, at whether to complete the Master Servicer’s sole expensetransfer and endorsement of each Mortgage Loan and related documents, or otherwise. The Master Servicer shall agrees to cooperate with the Successor Master Servicer, the Servicer, the Securities Administrator and the Indenture Trustee and such successor master servicer in effecting the termination of the Master Servicer’s responsibilities and rights hereunder including, without limitation, the transfer to such successor master servicer for administration by it of all cash amounts that shall at the time be credited to the Master Servicer Account or are thereafter received with respect to the Mortgage Loanshereunder. The Master Servicer being terminated shall bear All Servicing Transfer Costs and agrees to reimburse the Trustee other reasonable out-of-pocket costs and the successor master servicer from all costs, damages, expenses and liabilities (including attorneys’ fees) incurred by them in connection with transferring any Mortgage Files to the transfer Successor Master Servicer and amending this Agreement to reflect such succession as Master Servicer pursuant to this Section 6.03 shall be paid by the predecessor Master Servicer within 90 days of master servicingwritten demand, including but itemized in reasonable detail, or, to the extent not limited topaid by the predecessor Master Servicer, legal fees and expensesby the Trust prior to payments to Noteholders (or, accounting fees if the predecessor Master Servicer is the Indenture Trustee, by the initial Master Servicer), upon presentation of reasonable documentation of such costs and expenses. If the terminated predecessor Master Servicer does not is required but fails to pay any the amounts specified in the preceding sentence and such costs and expenses within thirty (30) days of its receipt of an invoice thereforeamounts are paid by the Trust, the Trust Securities Administrator shall, at the direction and expense of the Certificateholders, take appropriate action to enforce such obligation and recover such amounts on behalf of such Certificateholders. Notwithstanding any termination of the activities of the Master Servicer hereunder, the Master Servicer shall reimburse the Trustee (or such successor master servicer therefor) and the Trustee shall continue to be entitled to withdraw such receive from the Trust, payment of all the accrued and unpaid portion of the Master Servicing Fees to which the Master Servicer would have been entitled and reimbursement from amounts on deposit in for all outstanding Monthly Advances which amount shall be remitted by the Certificate Account pursuant Successor Master Servicer to Section 3.01(a)(iv); provided that the terminated Master Servicer as permitted under Section 3.01 of the Indenture on a first-in, first-out basis. The Master Servicer shall reimburse continue to be entitled to the Trust benefits of Section 5.03, notwithstanding any termination hereunder, with respect to events occurring prior to such termination. (c) Upon the occurrence of a Master Servicer Event of Default, the Indenture Trustee shall act as Master Servicer under this Agreement, subject to the right of removal set forth in subsection (b) hereof, for any an initial period commencing on the date on which such expense incurred Master Servicer Event of Default occurred and ending on the last day of the calendar quarter in which such Master Servicer Event of Default occurred, which period shall be extended by the TrustIndenture Trustee (an “Extension Notice”) for a succeeding quarterly period ending on December 31, March 31, June 30 and September 30 of each year (each such quarterly period for which the Master Servicer shall be designated to act as Master Servicer hereunder, a “Master Servicer Term of Service”) until such time as the Securities Administrator and the Indenture Trustee receives written direction from the Holders of not less than 51% of the aggregate Note Balance of the Notes not to deliver an Extension Notice, in which event the Indenture Trustee shall follow such direction; provided that nothing in this clause (c) shall prohibit the Indenture Trustee from removing (or prohibit Noteholders from directing the Indenture Trustee or the Securities Administrator to direct the Indenture Trustee to remove) the Master Servicer pursuant to clause (b) above. In the event the Indenture Trustee fails to deliver an Extension Notice prior to the end of any Master Servicer Term of Service, the Master Servicer shall be automatically terminated. (d) If the Successor Master Servicer or another Person succeeds to the obligations of Master Servicer hereunder, the term of the Successor Master Servicer or such Person shall not be limited unless and until a Master Servicer Event of Default thereafter occurs with respect to such Successor Master Servicer or other Person. At such time, the provisions of Section 6.03(c) and (d) shall become applicable to the then-acting Master Servicer and the Person then-obligated to succeed such then-acting Master Servicer.

Master Servicer Events of Default. Each of the following shall constitute a "Master Servicer Event of Default": (a) any failure by the Master Servicer to remit to deposit in the Securities Administrator Distribution Account any payment received by it from any Servicer or required to be made by the Master Servicer under the terms of this Trust Agreement which continues unremedied for a period of two (2) Business Days after the date upon which written notice of such failure, requiring the same to be remedied, shall have been given to the Master Servicer by the Securities Administratorany other party hereto; (b) failure by the Master Servicer to duly observe or perform, in any material respect, any other covenants, obligations or agreements of the Master Servicer as set forth in this Trust Agreement (including any obligation to cause any subservicer or Reporting Subcontractor (except as specified below) to take any action specified in Article XIII) which failure continues unremedied for a period of thirty (30) days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Master Servicer by the Securities Administrator;Trustee or to the Master Servicer and the Trustee by the holders of Certificates evidencing at least 25% of the Voting Rights; provided that the thirty (30) day cure period shall not apply so long as the Depositor is required to file Exchange Act Reports with respect to the Trust Fund, the failure to comply with the requirements set forth in Article XIII, for which the grace period shall not exceed the lesser of ten (10) calendar days or such period in which the applicable Exchange Act Report can be filed timely (without taking into account any extensions). (c) failure by the Master Servicer to maintain its license to do business in any jurisdiction where the Mortgaged Premises are located if such license is required; (d) a decree or order of a court or agency or supervisory authority having jurisdiction for the appointment of a conservator or receiver or liquidator in any insolvency, bankruptcy, readjustment of debt, marshaling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against the Master Servicer and such decree or order shall have remained in force, undischarged or unstayed for a period of sixty (60) days; (e) the Master Servicer shall consent to the appointment of a conservator or receiver or liquidator in any insolvency, bankruptcy, readjustment of debt, marshaling of assets and liabilities or similar proceedings of or relating to the Master Servicer or relating to all or substantially all of its property; (f) the Master Servicer shall admit in writing its inability to pay its debts as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors, or voluntarily suspend payment of its obligations for three (3) Business Days; (g) the Master Servicer attempts to assign this Trust Agreement or its responsibilities hereunder or to delegate its duties hereunder (or any portion thereof) without the consent of the Trustee and the Depositor; or (h) the indictment of the Master Servicer for the taking of any action by the Master Servicer, any employee thereof, any Affiliate or any director or employee thereof that constitutes fraud or criminal activity in the performance of its obligations under the Trust Agreement, in each case, where such indictment materially and adversely affects the ability of the Master Servicer to perform its obligations under the Trust Agreement (subject to the condition that such indictment is not dismissed within ninety (90) days). In each and every such case, so long as a Master Servicer Event of Default shall not have been remedied, in addition to whatever rights the Trustee may have at law or equity to damages, including injunctive relief and specific performance, the Trustee, by notice in writing to the Master Servicer, may terminate with cause all the rights and obligations of the Master Servicer under this Trust Agreement. Upon receipt by the Master Servicer of such written notice, all authority and power of the Master Servicer under this Trust Agreement, shall pass to and be vested in any successor master servicer appointed hereunder that accepts such appointments. Upon written request from the Trustee or the Master Servicer, the Master Servicer shall prepare, execute and deliver to the successor entity designated by the Trustee pursuant to Section 8.06 any and all documents and other instruments related to the performance of its duties hereunder as the Master Servicer and, place in such successor’s possession all such documents, together with any Trustee Mortgage Loan Files related to any pool of Mortgage Loans with respect to which it acts as a successor servicer, and do or cause to be done all other acts or things necessary or appropriate to effect the purposes of such notice of termination, at the Master Servicer’s sole expense. The Master Servicer shall cooperate with the Trustee and such successor master servicer in effecting the termination of the Master Servicer’s responsibilities and rights hereunder including, without limitation, the transfer to such successor master servicer for administration by it of all cash amounts that shall at the time be credited to the Master Servicer Account or are thereafter received with respect to the Mortgage Loans. The Master Servicer being terminated shall bear and agrees to reimburse the Trustee and the successor master servicer from all costs, damages, expenses and liabilities incurred by them in connection with the transfer of master servicing, including but not limited to, legal fees and expenses, accounting fees and expenses. If the terminated Master Servicer does not pay any such costs and expenses within thirty (30) days of its receipt of an invoice therefore, the Trust shall reimburse the Trustee (or such successor master servicer therefor) and the Trustee shall be entitled to withdraw such reimbursement from amounts on deposit in the Certificate Account pursuant to Section 3.01(a)(iv); provided that the terminated Master Servicer shall reimburse the Trust for any such expense incurred by the Trust.

Master Servicer Events of Default. Each Appointment of ---------------------------------------------------------- Successor. ---------- (a) The occurrence of any one or more of the following events shall constitute a "Master Servicer Event of Default": (ai) any failure by the Master Servicer (other than in its capacity as successor servicer) to remit to the Securities Administrator for payment to the Certificateholders any payment funds required to be made remitted by the Master Servicer under the terms of this Trust Agreement; (ii) any failure on the part of the Master Servicer (other than in its capacity as successor servicer) duly to observe or perform in any material respect any other of the covenants or agreements on the part of the Master Servicer contained in this Agreement (other than any failure to make any required Monthly Advance as described in clause (ix) of this Section 5.09) that materially and adversely affects the interest of the Certificateholders, which continues unremedied for a period of two (2) Business Days 30 days after the date upon which written notice earlier of such failure, requiring the same to be remedied, shall have been given to the Master Servicer by the Securities Administrator; (bi) failure by the Master Servicer to duly observe or perform, in any material respect, any other covenants, obligations or agreements of the Master Servicer as set forth in this Trust Agreement which failure continues unremedied for a period of thirty (30) days after the date on which written notice of such failure, requiring the same to be remedied, 116 shall have been given to the Master Servicer by the Securities AdministratorDepositor or the Trustee, or to the Master Servicer, the Depositor and the Trustee by Certificateholders representing more than 50% of the total Voting Interests and (ii) actual knowledge of such failure by a Responsible Officer of the Master Servicer; (c) failure by the Master Servicer to maintain its license to do business in any jurisdiction where the Mortgaged Premises are located if such license is required; (diii) a petition with, or decree or order of a court or agency or supervisory authority having jurisdiction for the appointment of a conservator or receiver or liquidator in any bankruptcy, insolvency, bankruptcy, readjustment of debt, marshaling marshalling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against the Master Servicer and such petition decree or order shall have remained in force, force undischarged or unstayed for a period of sixty (60) 90 days; (eiv) the Master Servicer shall consent to the appointment of a conservator or receiver or liquidator in any insolvency, bankruptcy, readjustment of debt, marshaling marshalling of assets and liabilities or similar proceedings of or relating to the Master Servicer it or of or relating to all or substantially all of its property; (fv) the Master Servicer shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency insolvency, bankruptcy or reorganization statute, make an assignment for the benefit of its creditors, or voluntarily suspend payment of its obligations for three (3) Business Daysobligations; (gvi) the Master Servicer attempts shall be dissolved, or shall dispose of all or substantially all of its assets, or consolidate with or merge into another entity or shall permit another entity to assign this Trust Agreement consolidate or its responsibilities hereunder or to delegate its duties hereunder (or any portion thereof) without merge into it, such that the consent of resulting entity does not meet the Trustee and the Depositorcriteria for a successor master servicer as specified in Section 5.08; or (hvii) the indictment of the Master Servicer for the taking of any action by the Master Servicer, any employee thereof, any Affiliate or any director or employee thereof that constitutes fraud or criminal activity in the performance of its obligations under the Trust Agreement, in each case, where such indictment materially and adversely affects the ability failure of the Master Servicer to perform its obligations under make any Monthly Advances required to be made by it hereunder within two Business Days following notice of such default by the Trust Agreement Trustee. (subject to b) If the condition that such indictment is not dismissed within ninety Trustee has actual knowledge of any Master Servicer Event of Default described in clauses (90i) days). In through (vii) of this Section 5.09, then, in each and every such case, subject to applicable law, so long as a any such Master Servicer Event of Default shall not have been remediedremedied within any period of time prescribed by this Section 5.09, if any, the Trustee, by notice in writing to the Master Servicer may, and shall, if so directed by the Certificateholders representing at least a majority of the Voting Interests, terminate all of the rights and obligations of the Master Servicer hereunder. In addition, if a Master Servicer Event of Default described in clause (vii) of this Section 5.09 shall occur, then, in addition each and every case, subject to whatever rights applicable law, so long as such Master Servicer Event of Default shall not have been remedied within the Trustee may have at law or equity to damages, including injunctive relief and specific performancetime period prescribed by clause (vii) of this Section 5.09, the Trustee, by notice in writing to the Master Servicer, may shall promptly terminate with cause all of the rights and obligations of the Master Servicer under this Trust Agreement. Upon hereunder and in and to the Mortgage Loans and the proceeds thereof. (c) On or after the receipt by the Master Servicer of such written notice, all authority and power of the Master Servicer, but only in its capacity as Master Servicer under this Trust Agreement, whether with respect to the Mortgage Loans or otherwise, shall pass to and be vested in any successor master servicer appointed hereunder that accepts such appointments. Upon written request from the Trustee or the Master Servicer, the Master Servicer shall prepare, execute and deliver to the successor entity designated by the Trustee pursuant to Section 8.06 any and all documents and other instruments related to the performance of its duties hereunder as the Master Servicer and, place in such successor’s possession all such documents, together with any Trustee Mortgage Loan Files related to any pool of Mortgage Loans with respect to which it acts as a successor servicer, and do or cause to be done all other acts or things necessary or appropriate to effect the purposes of such notice of termination, at the Master Servicer’s sole expense. The Master Servicer shall cooperate with the Trustee and such successor master servicer in effecting the termination of the Master Servicer’s responsibilities and rights hereunder including, without limitation, the transfer to such successor master servicer for administration by it of all cash amounts that shall at the time be credited to the Master Servicer Account or are thereafter received with respect to the Mortgage Loans. The Master Servicer being terminated shall bear and agrees to reimburse the Trustee and the successor master servicer from all costs, damages, expenses and liabilities incurred by them in connection with the transfer of master servicing, including but not limited to, legal fees and expenses, accounting fees and expenses. If the terminated Master Servicer does not pay any such costs and expenses within thirty (30) days of its receipt of an invoice therefore, the Trust shall reimburse the Trustee (or such as successor master servicer therefor) and the Trustee shall be entitled to withdraw such reimbursement from amounts on deposit in the Certificate Account pursuant to Section 3.01(a)(iv); provided that the terminated Master Servicer shall reimburse the Trust for any such expense incurred by the Trust.117

Master Servicer Events of Default. Each of the following shall constitute a "Master Servicer Event of Default": (a) any failure by the Master Servicer to remit to deposit in the Securities Administrator Distribution Account any payment received by it from any Servicer or required to be made by the Master Servicer under the terms of this Trust Agreement which continues unremedied for a period of two (2) Business Days after the date upon which written notice of such failure, requiring the same to be remedied, shall have been given to the Master Servicer by the Securities Administratorany other party hereto; (b) failure by the Master Servicer to duly observe or perform, in any material respect, any other covenants, obligations or agreements of the Master Servicer as set forth in this Trust Agreement (including any obligation to cause any subservicer or Reporting Subcontractor (except as specified below) to take any action specified in Article XIII) which failure continues unremedied for a period of thirty (30) days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Master Servicer by the Securities AdministratorTrustee or to the Master Servicer and the Trustee by the holders of Certificates evidencing at least 25% of the Voting Rights; provided that the thirty (30) day cure period shall not apply so long as the Depositor is required to file Exchange Act Reports with respect to the Trust Fund, the failure to comply with the requirements set forth in Article XIII, for which the grace period shall not exceed the lesser of ten (10) calendar days or such period in which the applicable Exchange Act Report can be timely filed (without taking into account any extensions); (c) failure by the Master Servicer to maintain its license to do business in any jurisdiction where the Mortgaged Premises are located if such license is required; (d) a decree or order of a court or agency or supervisory authority having jurisdiction for the appointment of a conservator or receiver or liquidator in any insolvency, bankruptcy, readjustment of debt, marshaling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against the Master Servicer and such decree or order shall have remained in force, undischarged or unstayed for a period of sixty (60) days; (ed) the Master Servicer shall consent to the appointment of a conservator or receiver or liquidator in any insolvency, bankruptcy, readjustment of debt, marshaling of assets and liabilities or similar proceedings of or relating to the Master Servicer or relating to all or substantially all of its property; (fe) the Master Servicer shall admit in writing its inability to pay its debts as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors, or voluntarily suspend payment of its obligations for three (3) Business Days; (gf) except as otherwise set forth herein, the Master Servicer attempts to assign this Trust Agreement or its responsibilities hereunder or to delegate its duties hereunder (or any portion thereof) without the consent of the Trustee Securities Administrator and the Depositor; or (hg) the indictment of the Master Servicer for the taking of any action by the Master Servicer, any employee thereof, any Affiliate or any director or employee thereof that constitutes fraud or criminal activity in the performance of its obligations under the Trust this Agreement, in each case, where such indictment materially and adversely affects the ability of the Master Servicer to perform its obligations under the Trust this Agreement (subject to the condition that such indictment is not dismissed within ninety (90) days). In each and every such case, so long as a Master Servicer Event of Default shall not have been remedied, in addition to whatever rights the Trustee may have at law or equity to damages, including injunctive relief and specific performance, the Trustee, by notice in writing to the Master Servicer, may may, and (a) upon the request of the Holders of Certificates representing at least 51% of the Voting Rights (except with respect to any Master Servicer Event of Default related to a failure to comply with an Exchange Act Filing Obligation) or (b) the Depositor, in the case of a failure related to an Exchange Act Filing Obligation, shall, terminate with cause all the rights and obligations of the Master Servicer under this Trust Agreement. The Depositor shall not be entitled to terminate the rights and obligations of the Master Servicer, pursuant to the above paragraph, if a failure of the Master Servicer to identify a Subcontractor "participating in the servicing function" within the meaning of Item 1122 of Regulation AB was attributable solely to the role or functions of such Subcontractor with respect to mortgage loans other than the Mortgage Loans. Upon receipt by the Master Servicer of such written notice, all authority and power of the Master Servicer under this Trust Agreement, shall pass to and be vested in any successor master servicer appointed hereunder that which accepts such appointments. Upon written request from the Trustee or the Master ServicerDepositor, the Master Servicer shall prepare, execute and deliver to the successor entity designated by the Trustee pursuant to Section 8.06 any and all documents and other instruments related to the performance of its duties hereunder as the Master Servicer and, place in such successor’s 's possession all such documents, together with any Trustee Mortgage Loan Files related to any pool of Mortgage Loans documents with respect to which it acts as a successor servicer, the master servicing of the Mortgage Loans and do or cause to be done all other acts or things necessary or appropriate to effect the purposes of such notice of termination, at the Master Servicer’s 's sole expense. The Master Servicer shall cooperate with the Trustee and such successor master servicer in effecting the termination of the Master Servicer’s 's responsibilities and rights hereunder includinghereunder, including without limitation, the transfer to such successor master servicer for administration by it of all cash amounts that which shall at the time be credited to the Master Servicer Distribution Account or are thereafter received with respect to the Mortgage Loans. The Upon the occurrence of a Master Servicer being terminated Event of Default, the Securities Administrator shall bear provide the Depositor in writing and agrees in form and substance reasonably satisfactory to reimburse the Trustee and Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a successor master servicer from all costs, damages, expenses and liabilities incurred by them in connection with the transfer event the Trustee should succeed to the duties of master servicing, including but not limited to, legal fees and expenses, accounting fees and expenses. If the terminated Master Servicer does not pay any such costs and expenses within thirty (30) days of its receipt of an invoice therefore, the Trust shall reimburse the Trustee (or such successor master servicer therefor) and the Trustee shall be entitled to withdraw such reimbursement from amounts on deposit in the Certificate Account pursuant to Section 3.01(a)(iv); provided that the terminated Master Servicer shall reimburse the Trust for any such expense incurred by the Trustas set forth herein.

Master Servicer Events of Default. Each of the following shall constitute a Master Servicer Event of Default: (a) any failure by the Master Servicer to remit to the Securities Administrator any payment required to be made under the terms of this Trust Agreement which continues unremedied for a period of two (2) Business Days after the date upon which written notice of such failure, requiring the same to be remedied, shall have been given to the Master Servicer by the Securities Administrator; (b) failure by the Master Servicer to duly observe or perform, in any material respect, any other covenants, obligations or agreements of the Master Servicer as set forth in this Trust Agreement which failure continues unremedied for a period of thirty (30) days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Master Servicer by the Securities Administrator; (c) failure by the Master Servicer to maintain its license to do business in any jurisdiction where the Mortgaged Premises are located if such license is required; (d) a decree or order of a court or agency or supervisory authority having jurisdiction for the appointment of a conservator or receiver or liquidator in any insolvency, bankruptcy, readjustment of debt, marshaling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against the Master Servicer and such decree or order shall have remained in force, undischarged or unstayed for a period of sixty (60) days; (e) the Master Servicer shall consent to the appointment of a conservator or receiver or liquidator in any insolvency, bankruptcy, readjustment of debt, marshaling of assets and liabilities or similar proceedings of or relating to the Master Servicer or relating to all or substantially all of its property; (f) the Master Servicer shall admit in writing its inability to pay its debts as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors, or voluntarily suspend payment of its obligations for three (3) Business Days; (g) an affiliate of the Master Servicer that performs any back-up servicer duties of the Master Servicer or any servicing duties assumed by the Master Servicer as successor servicer under any Servicing Agreement ceases to meet the qualifications of a FNMA or FHLMC servicer; (h) the Master Servicer attempts to assign this Trust Agreement or its responsibilities hereunder or to delegate its duties hereunder (or any portion thereof) without the consent of the Trustee and the Depositor; or (hi) the indictment of the Master Servicer for the taking of any action by the Master Servicer, any employee thereof, any Affiliate or any director or employee thereof that constitutes fraud or criminal activity in the performance of its obligations under the Trust Agreement, in each case, where such indictment materially and adversely affects the ability of the Master Servicer to perform its obligations under the Trust Agreement (subject to the condition that such indictment is not dismissed within ninety (90) days). In each and every such case, so long as a Master Servicer Event of Default shall not have been remedied, in addition to whatever rights the Trustee may have at law or equity to damages, including injunctive relief and specific performance, the Trustee, by notice in writing to the Master Servicer, may terminate with cause all the rights and obligations of the Master Servicer under this Trust Agreement. Upon receipt by the Master Servicer of such written notice, all authority and power of the Master Servicer under this Trust Agreement, shall pass to and be vested in any successor master servicer appointed hereunder that accepts such appointments. Upon written request from the Trustee or the Master Servicer, the Master Servicer shall prepare, execute and deliver to the successor entity designated by the Trustee pursuant to Section 8.06 any and all documents and other instruments related to the performance of its duties hereunder as the Master Servicer and, place in such successor’s possession all such documents, together with any Trustee Mortgage Loan Files related to any pool of Mortgage Loans with respect to which it acts as a successor servicer, and do or cause to be done all other acts or things necessary or appropriate to effect the purposes of such notice of termination, at the Master Servicer’s sole expense. The Master Servicer shall cooperate with the Trustee and such successor master servicer in effecting the termination of the Master Servicer’s responsibilities and rights hereunder including, without limitation, the transfer to such successor master servicer for administration by it of all cash amounts that shall at the time be credited to the Master Servicer Account or are thereafter received with respect to the Mortgage Loans. The Master Servicer being terminated shall bear and agrees to reimburse the Trustee and the successor master servicer from all costs, damages, expenses and liabilities incurred by them in connection with the transfer of master servicing, including but not limited to, legal fees and expenses, accounting fees and expenses. If the terminated Master Servicer does not pay any such costs and expenses within thirty (30) days of its receipt of an invoice therefore, the Trust shall reimburse the Trustee (or such successor master servicer therefor) and the Trustee shall be entitled to withdraw such reimbursement from amounts on deposit in the Certificate Account pursuant to Section 3.01(a)(iv); provided that the terminated Master Servicer shall reimburse the Trust for any such expense incurred by the Trust.

Master Servicer Events of Default. Each of the following shall constitute a “Master Servicer Event of Default”: (a) any failure by the Master Servicer to remit to deposit in the Securities Administrator Distribution Account any payment received by it from a Servicer to make any P&I Advance or required to be made by the Master Servicer under the terms of this Trust Agreement which continues unremedied for a period of two (2) Business Days after the date upon which written notice of such failure, requiring the same to be remedied, shall have been given to the Master Servicer by the Securities Administratorany other party hereto; (b) failure by the Master Servicer to duly observe or perform, in any material respect, any other covenants, obligations or agreements of the Master Servicer as set forth in this Trust Agreement which failure continues unremedied for a period of thirty (30) days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Master Servicer by the Securities AdministratorTrustee or to the Master Servicer and Trustee by the holders of Certificates evidencing at least 25.00% of the Voting Rights; (c) failure by the Master Servicer to maintain its license to do business in any jurisdiction where the Mortgaged Premises are located if such license is required; (d) a decree or order of a court or agency or supervisory authority having jurisdiction for the appointment of a conservator or receiver or liquidator in any insolvency, bankruptcy, readjustment of debt, marshaling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against the Master Servicer and such decree or order shall have remained in force, undischarged or unstayed for a period of sixty (60) days; (ed) the Master Servicer shall consent to the appointment of a conservator or receiver or liquidator in any insolvency, bankruptcy, readjustment of debt, marshaling of assets and liabilities or similar proceedings of or relating to the Master Servicer or relating to all or substantially all of its property; (fe) the Master Servicer shall admit in writing its inability to pay its debts as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors, or voluntarily suspend payment of its obligations for three (3) Business Days; (gf) Except as otherwise set forth herein, the Master Servicer attempts to assign this Trust Agreement or its responsibilities hereunder or to delegate its duties hereunder (or any portion thereof) without the consent of the Trustee Securities Administrator and the Depositor; or; (hg) the indictment of the Master Servicer for the taking of any action by the Master Servicer, any employee thereof, any Affiliate or any director or employee thereof that constitutes fraud or criminal activity in the performance of its obligations under the Trust this Agreement, in each case, where such indictment materially and adversely affects the ability of the Master Servicer to perform its obligations under the Trust this Agreement (subject to the condition that such indictment is not dismissed within ninety (90) days); or (h) failure of the Master Servicer to timely provide the Depositor with the assessment, attestation and annual statement of compliance required by Item 1122 of Regulation AB in accordance with Sections 3.03, 3.04 and 3.05. In each and every such case, so long as a Master Servicer Event of Default shall not have been remedied, in addition to whatever rights the Trustee may have at law or equity or to damages, including injunctive relief and specific performance, the Trustee, by notice in writing to the Master Servicer, may may, and upon the request of the Holders of Certificates representing at least 51.00% of the Voting Rights shall, terminate with cause all the rights and obligations of the Master Servicer under this Trust Agreement. Upon receipt by the Master Servicer of such written notice, all authority and power of the Master Servicer under this Trust Agreement, shall pass to and be vested in any successor master servicer appointed hereunder that which accepts such appointments. Upon written request from the Trustee or the Master ServicerDepositor, the Master Servicer shall prepare, execute and deliver to the successor entity designated by the Trustee pursuant to Section 8.06 any and all documents and other instruments related to the performance of its duties hereunder as the Master Servicer and, place in such successor’s possession all such documents, together with any Trustee Mortgage Loan Files related to any pool of Mortgage Loans documents with respect to which it acts as a successor servicer, the master servicing of the Mortgage Loans and do or cause to be done all other acts or things necessary or appropriate to effect the purposes of such notice of termination, at the Master Servicer’s sole expense. The Master Servicer shall cooperate with the Trustee and such successor master servicer in effecting the termination of the Master Servicer’s responsibilities and rights hereunder includinghereunder, including without limitation, the transfer to such successor master servicer for administration by it of all cash amounts that which shall at the time be credited to the Master Servicer Distribution Account or are thereafter received with respect to the Mortgage Loans. The Master Servicer being terminated shall bear and agrees to reimburse the Trustee and the successor master servicer from all costs, damages, expenses and liabilities incurred by them in connection with the transfer of master servicing, including but not limited to, legal fees and expenses, accounting fees and expenses. If the terminated Master Servicer does not pay any such costs and expenses within thirty (30) days of its receipt of an invoice therefore, the Trust shall reimburse the Trustee (or such successor master servicer therefor) and the Trustee shall be entitled to withdraw such reimbursement from amounts on deposit in the Certificate Account pursuant to Section 3.01(a)(iv); provided that the terminated Master Servicer shall reimburse the Trust for any such expense incurred by the Trust.

Master Servicer Events of Default. Each of the following shall constitute a Master Servicer Event of Default: (a) any failure by the Master Servicer to remit to the Securities Administrator any payment required to be made under the terms of this Trust Agreement which continues unremedied for a period of two (2) Business Days after the date upon which written notice of such failure, requiring the same to be remedied, shall have been given to the Master Servicer by the Securities Administrator; (b) failure by the Master Servicer to duly observe or perform, in any material respect, any other covenants, obligations or agreements of the Master Servicer as set forth in this Trust Agreement which failure continues unremedied for a period of thirty (30) days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Master Servicer by the Securities Administrator; (c) failure by the Master Servicer to maintain its license to do business in any jurisdiction where the Mortgaged Premises are located if such license is required; (d) a decree or order of a court or agency or supervisory authority having jurisdiction for the appointment of a conservator or receiver or liquidator in any insolvency, bankruptcy, readjustment of debt, marshaling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against the Master Servicer and such decree or order shall have remained in force, undischarged or unstayed for a period of sixty (60) days; (e) the Master Servicer shall consent to the appointment of a conservator or receiver or liquidator in any insolvency, bankruptcy, readjustment of debt, marshaling of assets and liabilities or similar proceedings of or relating to the Master Servicer or relating to all or substantially all of its property; (f) the Master Servicer shall admit in writing its inability to pay its debts as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors, or voluntarily suspend payment of its obligations for three (3) Business Days; (g) an affiliate of the Master Servicer that performs any back-up servicer duties of the Master Servicer or any servicing duties assumed by the Master Servicer as successor servicer under any Servicing Agreement ceases to meet the qualifications of a FNMA or FHLMC servicer; (h) the Master Servicer attempts to assign this Trust Agreement or its responsibilities hereunder or to delegate its duties hereunder (or any portion thereof) without the consent of the Trustee and the Depositor; or (hi) the indictment of the Master Servicer for the taking of any action by the Master Servicer, any employee thereof, any Affiliate or any director or employee thereof that constitutes fraud or criminal activity in the performance of its obligations under the Trust Agreement, in each case, where such indictment materially and adversely affects the ability of the Master Servicer to perform its obligations under the Trust Agreement (subject to the condition that such indictment is not dismissed within ninety (90) days). In each and every such case, so long as a Master Servicer Event of Default shall not have been remedied, in addition to whatever rights the Trustee may have at law or equity to damages, including injunctive relief and specific performance, the Trustee, by notice in writing to the Master Servicer, may terminate with cause all the rights and obligations of the Master Servicer under this Trust Agreement. Upon receipt by the Master Servicer of such written notice, all authority and power of the Master Servicer under this Trust Agreement, shall pass to and be vested in any successor master servicer appointed hereunder that which accepts such appointments. Upon written request from the Trustee or the Master Servicer, the Master Servicer shall prepare, execute and deliver to the successor entity designated by the Trustee pursuant to Section 8.06 any and all documents and other instruments related to the performance of its duties hereunder as the Master Servicer and, place in such successor’s 's possession all such documents, together with any Trustee Mortgage Loan Files related to any pool of Mortgage Loans with respect to which it acts as a successor servicer, and do or cause to be done all other acts or things necessary or appropriate to effect the purposes of such notice of termination, at the Master Servicer’s 's sole expense. The Master Servicer shall cooperate with the Trustee and such successor master servicer in effecting the termination of the Master Servicer’s 's responsibilities and rights hereunder includinghereunder, including without limitation, the transfer to such successor master servicer for administration by it of all cash amounts that which shall at the time be credited to the Master Servicer Account or are thereafter received with respect to the Mortgage Loans. The Master Servicer being terminated shall bear and agrees to reimburse the Trustee and the successor master servicer from all costs, damages, expenses and liabilities incurred by them in connection with the transfer of master servicing, including but not limited to, legal fees and expenses, accounting fees and expenses. If the terminated Master Servicer does not pay any such costs and expenses within thirty (30) days of its receipt of an invoice therefore, the Trust shall reimburse the Trustee (or such successor master servicer therefor) and the Trustee shall be entitled to withdraw such reimbursement from amounts on deposit in the Certificate Account pursuant to Section 3.01(a)(iv); provided that the terminated Master Servicer shall reimburse the Trust for any such expense incurred by the Trust.

Master Servicer Events of Default. Each of the following shall constitute a "Master Servicer Event of Default": (a) any failure by the Master Servicer to remit to the Securities Administrator for deposit in the Distribution Account any payment received by it from any Servicer or required to be made by the Master Servicer under the terms of this Trust Agreement which continues unremedied for a period of two (2) Business Days after the date upon which written notice of such failure, requiring the same to be remedied, shall have been given to the Master Servicer by the Securities Administratorany other party hereto; (b) failure by the Master Servicer to duly observe or perform, in any material respect, any other covenants, obligations or agreements of the Master Servicer as set forth in this Trust Agreement which failure continues unremedied for a period of thirty (30) days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Master Servicer by the Securities AdministratorTrustee or to the Master Servicer and Trustee by the holders of Certificates evidencing at least 25% of the Voting Rights; (c) failure by the Master Servicer to maintain its license to do business in any jurisdiction where the Mortgaged Premises are located if such license is required; (d) a decree or order of a court or agency or supervisory authority having jurisdiction for the appointment of a conservator or receiver or liquidator in any insolvency, bankruptcy, readjustment of debt, marshaling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against the Master Servicer and such decree or order shall have remained in force, undischarged or unstayed for a period of sixty (60) days; (ed) the Master Servicer shall consent to the appointment of a conservator or receiver or liquidator in any insolvency, bankruptcy, readjustment of debt, marshaling of assets and liabilities or similar proceedings of or relating to the Master Servicer or relating to all or substantially all of its property; (fe) the Master Servicer shall admit in writing its inability to pay its debts as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors, or voluntarily suspend payment of its obligations for three (3) Business Days; (gf) Except as otherwise set forth herein, the Master Servicer attempts to assign this Trust Agreement or its responsibilities hereunder or to delegate its duties hereunder (or any 164 portion thereof) without the consent of the Trustee Trustee, Securities Administrator and the Depositor; or (hg) the indictment of the Master Servicer for the taking of any action by the Master Servicer, any employee thereof, any Affiliate or any director or employee thereof that constitutes fraud or criminal activity in the performance of its obligations under the Trust this Agreement, in each case, where such indictment materially and adversely affects the ability of the Master Servicer to perform its obligations under the Trust this Agreement (subject to the condition that such indictment is not dismissed within ninety (90) days). In each and every such case, so long as a Master Servicer Event of Default shall not have been remedied, in addition to whatever rights the Trustee Securities Administrator may have at law or equity to damages, including injunctive relief and specific performance, the TrusteeSecurities Administrator, by notice in writing to the Master ServicerServicer may, may and at the direction of the Holders of Certificates representing at least 51% of the Voting Rights, shall, terminate with cause all the rights and obligations of the Master Servicer under this Trust Agreement. Upon receipt by the Master Servicer of such written notice, all authority and power of the Master Servicer under this Trust Agreement, shall pass to and be vested in any successor master servicer appointed hereunder that which accepts such appointments. Upon written request from the Trustee or the Master ServicerDepositor, the Master Servicer shall prepare, execute and deliver to the successor entity designated by the Trustee pursuant to Section 8.06 any and all documents and other instruments related to the performance of its duties hereunder as the Master Servicer and, and place in such successor’s 's possession all such documents, together with any Trustee Mortgage Loan Files related to any pool of Mortgage Loans documents with respect to which it acts as a successor servicer, the master servicing of the Mortgage Loans and do or cause to be done all other acts or things necessary or appropriate to effect the purposes of such notice of termination, at the Master Servicer’s 's sole expense. The Master Servicer shall cooperate with the Trustee and such successor master servicer in effecting the termination of the Master Servicer’s 's responsibilities and rights hereunder includinghereunder, including without limitation, the transfer to such successor master servicer for administration by it of all cash amounts that which shall at the time be credited to the Master Servicer Distribution Account or are thereafter received with respect to the Mortgage Loans. The Master Servicer being terminated shall bear and agrees to reimburse the Trustee and the successor master servicer from all costs, damages, expenses and liabilities incurred by them in connection with the transfer of master servicing, including but not limited to, legal fees and expenses, accounting fees and expenses. If the terminated Master Servicer does not pay any such costs and expenses within thirty (30) days of its receipt of an invoice therefore, the Trust shall reimburse the Trustee (or such successor master servicer therefor) and the Trustee shall be entitled to withdraw such reimbursement from amounts on deposit in the Certificate Account pursuant to Section 3.01(a)(iv); provided that the terminated Master Servicer shall reimburse the Trust for any such expense incurred by the Trust.

Master Servicer Events of Default. Each (a) If any one of the following shall constitute a events ("Master Servicer Event Events of Default") shall occur and be continuing: (ai) any Any failure by the Master Servicer to remit to furnish the Securities Administrator any payment required the Mortgage Loan data sufficient to be made under prepare the terms reports described in Section 7.05 of this Trust Agreement the Indenture which continues unremedied for a period of two (2) one Business Days Day after the date upon which written notice of such failure, requiring the same to be remedied, failure shall have been given to the such Master Servicer by the Indenture Trustee or the Securities Administrator;Administrator or to such Master Servicer, the Securities Administrator and the Indenture Trustee by the Holders of not less than 25% of the aggregate Note Balance of the Notes; or (bii) Any failure by on the Master Servicer to duly observe or perform, in any material respect, any other covenants, obligations or agreements part of the Master Servicer as set forth duly to observe or perform in any material respect any other of the covenants or agreements (other than those referred to in clauses (viii) and (ix) below) on the part of the Master Servicer contained in this Trust Agreement which failure continues unremedied for a period of thirty (30) days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Master Servicer by the Indenture Trustee or the Securities Administrator;, or to the Master Servicer, the Securities Administrator and the Indenture Trustee by the Holders of not less than 25% of the aggregate Note Balance of the Notes; or (ciii) failure by the Master Servicer to maintain its license to do business in any jurisdiction where the Mortgaged Premises are located if such license is required; (d) a A decree or order of a court or agency or supervisory authority having jurisdiction for the appointment of a conservator or receiver or liquidator in any insolvency, bankruptcy, readjustment of debt, marshaling marshalling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against the Master Servicer Servicer, and such decree or order shall have remained in force, force undischarged or unstayed for a period of sixty (60) days;days or any Rating Agency reduces or withdraws or threatens to reduce or withdraw the rating of the Notes because of the financial condition or loan servicing capability of such Master Servicer; or (eiv) the The Master Servicer shall consent to the appointment of a conservator or receiver or liquidator in any insolvency, bankruptcy, readjustment of debt, marshaling marshalling of assets and liabilities liabilities, voluntary liquidation or similar proceedings of or relating to the Master Servicer or of or relating to all or substantially all of its property;; or (fv) the The Master Servicer shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors, creditors or voluntarily suspend payment of its obligations for three (3) Business Days; (g) the Master Servicer attempts to assign this Trust Agreement or its responsibilities hereunder or to delegate its duties hereunder (or any portion thereof) without the consent of the Trustee and the Depositorobligations; or (hvi) The Master Servicer shall be dissolved, or shall dispose of all or substantially all of its assets, or consolidate with or merge into another entity or shall permit another entity to consolidate or merge into it, such that the indictment resulting entity does not meet the criteria for a Successor Master Servicer as specified in Section 6.04 hereof; or (vii) If a representation or warranty set forth in Section 2.01(b) hereof shall prove to be incorrect as of the Master Servicer for the taking of time made in any action by the Master Servicer, any employee thereof, any Affiliate or any director or employee thereof respect that constitutes fraud or criminal activity in the performance of its obligations under the Trust Agreement, in each case, where such indictment materially and adversely affects the ability interests of the Noteholders, and the circumstance or condition in respect of which such representation or warranty was incorrect shall not have been eliminated or cured within 30 days after the date on which written notice of such incorrect representation or warranty shall have been given to the Master Servicer by the Indenture Trustee or the Securities Administrator, or to the Master Servicer, the Securities Administrator and the Indenture Trustee by the Holders of not less than 25% of the aggregate Note Balance of the Notes; or (viii) A sale or pledge of any of the rights of the Master Servicer hereunder or an assignment of this Agreement by the Master Servicer or a delegation of the rights or duties of the Master Servicer hereunder shall have occurred in any manner not otherwise permitted hereunder and without the prior written consent of the Indenture Trustee and the Holders of not less than 50% of the aggregate Note Balance of the Notes; or (ix) After receipt of notice from the Indenture Trustee, any failure of the Master Servicer to perform its obligations under the Trust Agreement make any Monthly Advances when such Monthly Advances are due, as required to be made hereunder. (subject to the condition that such indictment is not dismissed within ninety (90b) days). In then, and in each and every such case, so long as a Master Servicer Event of Default shall not have been remedied, in addition (x) with respect solely to whatever rights clause (ix) above, upon receipt of written notice or discovery by a Responsible Officer of the Indenture Trustee may have at law or equity to damages, including injunctive relief and specific performanceof the Securities Administrator of such failure, the Trustee, by Indenture Trustee shall give immediate telephonic notice in writing of such failure to a Master Servicing Officer of the Master Servicer, may Servicer and the Indenture Trustee shall terminate with cause all of the rights and obligations of the Master Servicer under this Trust Agreement and the Successor Master Servicer appointed in accordance with Section 6.02 shall immediately make such Monthly Advance prior to the payment of funds on the related Pyament Date and assume, pursuant to Section 6.04, the duties of a Successor Servicer and (y) in the case of clauses (i), (ii), (iii), (iv), (v), (vi), (vii) and (viii) above, the Indenture Trustee shall, at the direction of the Holders of not less than 51% of the aggregate Note Balance of the Notes by notice then given in writing to the Master Servicer (and to the Indenture Trustee if given by Holders of Notes), terminate all of the rights and obligations of the Master Servicer as servicer under this Agreement. Upon Any such notice to the Master Servicer shall also be given to each Rating Agency and the Seller. On or after receipt by the Master Servicer of such written notice, all authority and power of the Master Servicer under this Trust Agreement, whether with respect to the Notes or the Mortgage Loans or otherwise, shall pass to and be vested in any successor master servicer appointed hereunder that accepts such appointments. Upon written request from the Trustee or Successor Master Servicer pursuant to and under this Section 6.03; and, without limitation, the Successor Master Servicer is hereby authorized and empowered to execute and deliver, on behalf of the Master Servicer, the Master Servicer shall prepareas attorney-in-fact or otherwise, execute and deliver to the successor entity designated by the Trustee pursuant to Section 8.06 any and all documents and other instruments related to the performance of its duties hereunder as the Master Servicer and, place in such successor’s possession all such documents, together with any Trustee Mortgage Loan Files related to any pool of Mortgage Loans with respect to which it acts as a successor servicerinstruments, and to do or cause to be done accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, at whether to complete the Master Servicer’s sole expensetransfer and endorsement of each Mortgage Loan and related documents, or otherwise. The Master Servicer shall agrees to cooperate with the Successor Master Servicer, the Servicer, the Securities Administrator and the Indenture Trustee and such successor master servicer in effecting the termination of the Master Servicer’s responsibilities and rights hereunder including, without limitation, the transfer to such successor master servicer for administration by it of all cash amounts that shall at the time be credited to the Master Servicer Account or are thereafter received with respect to the Mortgage Loanshereunder. The Master Servicer being terminated shall bear All Servicing Transfer Costs and agrees to reimburse the Trustee other reasonable out-of-pocket costs and the successor master servicer from all costs, damages, expenses and liabilities (including attorneys' fees) incurred by them in connection with transferring any Mortgage Files to the transfer Successor Master Servicer and amending this Agreement to reflect such succession as Master Servicer pursuant to this Section 6.03 shall be paid by the predecessor Master Servicer within 90 days of master servicingwritten demand, including but itemized in reasonable detail, or, to the extent not limited topaid by the predecessor Master Servicer, legal fees and expensesby the Trust prior to payments to Noteholders (or, accounting fees if the predecessor Master Servicer is the Indenture Trustee, by the initial Master Servicer), upon presentation of reasonable documentation of such costs and expenses. If the terminated predecessor Master Servicer does not is required but fails to pay any the amounts specified in the preceding sentence and such costs and expenses within thirty (30) days of its receipt of an invoice thereforeamounts are paid by the Trust, the Trust Securities Administrator shall, at the direction and expense of the Certificateholders, take appropriate action to enforce such obligation and recover such amounts on behalf of such Certificateholders. Notwithstanding any termination of the activities of the Master Servicer hereunder, the Master Servicer shall reimburse the Trustee (or such successor master servicer therefor) and the Trustee shall continue to be entitled to withdraw such receive from the Trust, payment of all the accrued and unpaid portion of the Master Servicing Fees to which the Master Servicer would have been entitled and reimbursement from amounts on deposit in for all outstanding Monthly Advances which amount shall be remitted by the Certificate Account pursuant Successor Master Servicer to Section 3.01(a)(iv); provided that the terminated Master Servicer as permitted under Section 3.01 of the Indenture on a first-in, first-out basis. The Master Servicer shall reimburse continue to be entitled to the Trust benefits of Section 5.03, notwithstanding any termination hereunder, with respect to events occurring prior to such termination. (c) Upon the occurrence of a Master Servicer Event of Default, the Indenture Trustee shall act as Master Servicer under this Agreement, subject to the right of removal set forth in subsection (b) hereof, for any an initial period commencing on the date on which such expense incurred Master Servicer Event of Default occurred and ending on the last day of the calendar quarter in which such Master Servicer Event of Default occurred, which period shall be extended by the TrustIndenture Trustee (an "Extension Notice") for a succeeding quarterly period ending on December 31, March 31, June 30 and September 30 of each year (each such quarterly period for which the Master Servicer shall be designated to act as Master Servicer hereunder, a "Master Servicer Term of Service") until such time as the Securities Administrator and the Indenture Trustee receives written direction from the Holders of not less than 51% of the aggregate Note Balance of the Notes not to deliver an Extension Notice, in which event the Indenture Trustee shall follow such direction; provided that nothing in this clause (c) shall prohibit the Indenture Trustee from removing (or prohibit Noteholders from directing the Indenture Trustee or the Securities Administrator to direct the Indenture Trustee to remove) the Master Servicer pursuant to clause (b) above. In the event the Indenture Trustee fails to deliver an Extension Notice prior to the end of any Master Servicer Term of Service, the Master Servicer shall be automatically terminated. (d) If the Successor Master Servicer or another Person succeeds to the obligations of Master Servicer hereunder, the term of the Successor Master Servicer or such Person shall not be limited unless and until a Master Servicer Event of Default thereafter occurs with respect to such Successor Master Servicer or other Person. At such time, the provisions of Section 6.03(c) and (d) shall become applicable to the then-acting Master Servicer and the Person then-obligated to succeed such then-acting Master Servicer.

Master Servicer Events of Default. Each of the following shall constitute a “Master Servicer Event of Default”: (a) any failure by the Master Servicer to remit to deposit in the Securities Administrator Distribution Account any payment received by it from a Servicer or required to be made by the Master Servicer under the terms of this Trust Agreement which continues unremedied for a period of two (2) Business Days after the date upon which written notice of such failure, requiring the same to be remedied, shall have been given to the Master Servicer by the Securities Administratorany other party hereto; (b) failure by the Master Servicer to duly observe or perform, in any material respect, any other covenants, obligations or agreements of the Master Servicer as set forth in this Trust Agreement which failure continues unremedied for a period of thirty (30) days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Master Servicer by the Securities AdministratorTrustee or to the Master Servicer and the Trustee by the holders of Certificates evidencing at least 25% of the Voting Rights; provided that the thirty (30) day cure period shall not apply so long as the Depositor is required to file any Forms 8-K, 10-D and 10-K required by the Exchange Act with respect to the Trust Fund, the failure to comply with the requirements set forth in Section 8.12, for which the grace period shall not exceed the lesser of ten (10) calendar days or such period in which any applicable Form 8-K, 10-D and 10-K required by the Exchange Act can be timely filed (without taking into account any extensions); (c) failure by the Master Servicer to maintain its license to do business in any jurisdiction where the Mortgaged Premises are located if such license is required; (d) a decree or order of a court or agency or supervisory authority having jurisdiction for the appointment of a conservator or receiver or liquidator in any insolvency, bankruptcy, readjustment of debt, marshaling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against the Master Servicer and such decree or order shall have remained in force, undischarged or unstayed for a period of sixty (60) days; (ed) the Master Servicer shall consent to the appointment of a conservator or receiver or liquidator in any insolvency, bankruptcy, readjustment of debt, marshaling of assets and liabilities or similar proceedings of or relating to the Master Servicer or relating to all or substantially all of its property; (fe) the Master Servicer shall admit in writing its inability to pay its debts as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors, or voluntarily suspend payment of its obligations for three (3) Business Days; (gf) except as otherwise set forth herein, the Master Servicer attempts to assign this Trust Agreement or its responsibilities hereunder or to delegate its duties hereunder (or any portion thereof) without the consent of the Securities Administrator, the Trustee and the Depositor; or (hg) the indictment of the Master Servicer for the taking of any action by the Master Servicer, any employee thereof, any Affiliate or any director or employee thereof that constitutes fraud or criminal activity in the performance of its obligations under the Trust this Agreement, in each case, where such indictment materially and adversely affects the ability of the Master Servicer to perform its obligations under the Trust this Agreement (subject to the condition that such indictment is not dismissed within ninety (90) days). In each and every such case, so long as a Master Servicer Event of Default shall not have been remedied, in addition to whatever rights the Trustee may have at law or equity to damages, including injunctive relief and specific performance, the Trustee, by notice in writing to the Master Servicer, may may, and upon the request of the Holders of Certificates representing at least 51% of the Voting Rights shall, terminate with cause all the rights and obligations of the Master Servicer under this Trust Agreement. Upon receipt by the Master Servicer of such written notice, all authority and power of the Master Servicer under this Trust Agreement, shall pass to and be vested in any successor master servicer appointed hereunder that which accepts such appointments. Upon written request from the Trustee or the Master ServicerDepositor, the Master Servicer shall prepare, execute and deliver to the successor entity designated by the Trustee pursuant to Section 8.06 any and all documents and other instruments related to the performance of its duties hereunder as the Master Servicer and, place in such successor’s possession all such documents, together with any Trustee Mortgage Loan Files related to any pool of Mortgage Loans documents with respect to which it acts as a successor servicer, the master servicing of the Mortgage Loans and do or cause to be done all other acts or things necessary or appropriate to effect the purposes of such notice of termination, at the Master Servicer’s sole expense. The Master Servicer shall cooperate with the Trustee and such successor master servicer in effecting the termination of the Master Servicer’s responsibilities and rights hereunder includinghereunder, including without limitation, the transfer to such successor master servicer for administration by it of all cash amounts that which shall at the time be credited to the Master Servicer Distribution Account or are thereafter received with respect to the Mortgage Loans. The Master Servicer being terminated shall bear All reasonable out-of-pocket costs and agrees to reimburse expenses incurred by the Trustee and the successor master servicer from all costs, damages, expenses and liabilities incurred by them in connection with the transfer of master servicing, including but not limited to, legal fees and expenses, accounting fees and expenses. If the servicing from a terminated Master Servicer does not pay Servicer, including, without limitation, any such costs or expenses associated with the complete transfer of all servicing data and expenses within thirty (30) days the completion, correction or manipulation of its receipt of an invoice therefore, such servicing data as may be required by the Trust shall reimburse Trustee to correct any errors or insufficiencies in the servicing data or otherwise to enable the Trustee (or any successor Master Servicer appointed pursuant to Section 9.06) to master service shall be paid by the terminated Master Servicer; provided, however, that to the extent not previously reimbursed by the terminated Master Servicer, such fees and expenses shall be payable to the Trustee pursuant to Section 8.05. Upon the occurrence of a Master Servicer Event of Default, the Trustee shall provide the Depositor in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a successor master servicer therefor) and in the event the Trustee shall be entitled should succeed to withdraw such reimbursement from amounts on deposit in the Certificate Account pursuant to Section 3.01(a)(iv); provided that duties of the terminated Master Servicer shall reimburse the Trust for any such expense incurred by the Trustas set forth herein.

Master Servicer Events of Default. Each of the following shall constitute a Master Servicer Event of Default: (a) any failure by the Master Servicer to remit to the Securities Administrator any payment required to be made under the terms of this Trust Agreement which continues unremedied for a period of two (2) Business Days after the date upon which written notice of such failure, requiring the same to be remedied, shall have been given to the Master Servicer by the Securities Administrator; (b) failure by the Master Servicer to duly observe or perform, in any material respect, any other covenants, obligations or agreements of the Master Servicer as set forth in this Trust Agreement which failure continues unremedied for a period of thirty (30) days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Master Servicer by the Securities Administrator; (c) failure by the Master Servicer to maintain its license to do business in any jurisdiction where the Mortgaged Premises are located if such license is required; (d) a decree or order of a court or agency or supervisory authority having jurisdiction for the appointment of a conservator or receiver or liquidator in any insolvency, bankruptcy, readjustment of debt, marshaling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against the Master Servicer and such decree or order shall have remained in force, undischarged or unstayed for a period of sixty (60) days; (e) the Master Servicer shall consent to the appointment of a conservator or receiver or liquidator in any insolvency, bankruptcy, readjustment of debt, marshaling of assets and liabilities or similar proceedings of or relating to the Master Servicer or relating to all or substantially all of its property; (f) the Master Servicer shall admit in writing its inability to pay its debts as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors, or voluntarily suspend payment of its obligations for three (3) Business Days; (g) an affiliate of the Master Servicer that performs any back-up servicer duties of the Master Servicer or any servicing duties assumed by the Master Servicer as successor servicer under any Servicing Agreement ceases to meet the qualifications of a FNMA or FHLMC servicer; (h) the Master Servicer attempts to assign this Trust Agreement or its responsibilities hereunder or to delegate its duties hereunder (or any portion thereof) without the consent of the Trustee and the Depositor; or (hi) the indictment of the Master Servicer for the taking of any action by the Master Servicer, any employee thereof, any Affiliate or any director or employee thereof that constitutes fraud or criminal activity in the performance of its obligations under the Trust Agreement, in each case, where such indictment materially and adversely affects the ability of the Master Servicer to perform its obligations under the Trust Agreement (subject to the condition that such indictment is not dismissed within ninety (90) days). In each and every such case, so long as a Master Servicer Event of Default shall not have been remedied, in addition to whatever rights the Trustee may have at law or equity to damages, including injunctive relief and specific performance, the Trustee, by notice in writing to the Master Servicer, may terminate with cause all the rights and obligations of the Master Servicer under this Trust Agreement. Upon receipt by the Master Servicer of such written notice, all authority and power of the Master Servicer under this Trust Agreement, shall pass to and be vested in any successor master servicer appointed hereunder that accepts such appointments. Upon written request from the Trustee or the Master ServicerTrustee, the Master Servicer shall prepare, execute and deliver to the successor entity designated by the Trustee pursuant to Section 8.06 any and all documents and other instruments related to the performance of its duties hereunder as the Master Servicer and, place in such successor’s 's possession all such documents, together with any Trustee Mortgage Loan Files related to any pool of Mortgage Loans with respect to which it acts as a successor servicer, and do or cause to be done all other acts or things necessary or appropriate to effect the purposes of such notice of termination, at the Master Servicer’s 's sole expense. The Master Servicer shall cooperate with the Trustee and such successor master servicer in effecting the termination of the Master Servicer’s 's responsibilities and rights hereunder includinghereunder, including without limitation, the transfer to such successor master servicer for administration by it of all cash amounts that shall at the time be credited to the Master Servicer Account or are thereafter received with respect to the Mortgage Loans. The Master Servicer being terminated shall bear and agrees to reimburse the Trustee and the successor master servicer from all costs, damages, expenses and liabilities incurred by them in connection with the transfer of master servicing, including but not limited to, legal fees and expenses, accounting fees and expenses. If the terminated Master Servicer does not pay any such costs and expenses within thirty (30) days of its receipt of an invoice therefore, the Trust shall reimburse the Trustee (or such successor master servicer therefor) and the Trustee shall be entitled to withdraw such reimbursement from amounts on deposit in the Certificate Account pursuant to Section 3.01(a)(iv); provided that the terminated Master Servicer shall reimburse the Trust for any such expense incurred by the Trust.

Master Servicer Events of Default. Each (a) If any one of the following shall constitute a events (“Master Servicer Event Events of Default”) shall occur and be continuing: (ai) any Any failure by the Master Servicer to remit to furnish the Securities Administrator any payment required the Mortgage Loan data sufficient to be made under prepare the terms of this Trust Agreement reports described in Section 5.03 which continues unremedied for a period of two (2) one Business Days Day after the date upon which written notice of such failure, requiring the same to be remedied, failure shall have been given to the such Master Servicer by the Trustee or the Securities Administrator;Administrator or to such Master Servicer, the Securities Administrator and the Trustee by any Holder with Certificates evidencing Voting Interests of at least 25%; or (bii) Any failure by on the Master Servicer to duly observe or perform, in any material respect, any other covenants, obligations or agreements part of the Master Servicer as set forth duly to observe or perform in any material respect any other of the covenants or agreements (other than those referred to in clauses (viii) and (ix) below) on the part of the Master Servicer contained in this Trust Agreement which failure continues unremedied for a period of thirty (30) days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Master Servicer by the Trustee or the Securities Administrator;, or to the Master Servicer, the Securities Administrator and the Trustee by any Holder with Certificates evidencing Voting Interests of at least 25%; or (ciii) failure by the Master Servicer to maintain its license to do business in any jurisdiction where the Mortgaged Premises are located if such license is required; (d) a A decree or order of a court or agency or supervisory authority having jurisdiction for the appointment of a conservator or receiver or liquidator in any insolvency, bankruptcy, readjustment of debt, marshaling marshalling of assets and liabilities or similar proceedings, or for the winding-winding up or liquidation of its affairs, shall have been entered against the Master Servicer Servicer, and such decree or order shall have remained in force, force undischarged or unstayed for a period of sixty (60) days;days or any Rating Agency reduces or withdraws or threatens to reduce or withdraw the rating of the Certificates because of the financial condition or loan servicing capability of such Master Servicer; or (eiv) the The Master Servicer shall consent to the appointment of a conservator or receiver or liquidator in any insolvency, bankruptcy, readjustment of debt, marshaling marshalling of assets and liabilities liabilities, voluntary liquidation or similar proceedings of or relating to the Master Servicer or of or relating to all or substantially all of its property;; or (fv) the The Master Servicer shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors, creditors or voluntarily suspend payment of its obligations for three (3) Business Days;obligations; or (gvi) The Master Servicer shall be dissolved, or shall dispose of all or substantially all of its assets, or consolidate with or merge into another entity or shall permit another entity to consolidate or merge into it, such that the resulting entity does not meet the criteria for a Successor Master Servicer as specified in Section 8.04 hereof; or (vii) If a representation or warranty set forth in Section 2.03(d) hereof shall prove to be incorrect as of the time made in any respect that materially and adversely affects the interests of the Certificateholders, and the circumstance or condition in respect of which such representation or warranty was incorrect shall not have been eliminated or cured within 30 days after the date on which written notice of such incorrect representation or warranty shall have been given to the Master Servicer attempts by the Trustee or the Securities Administrator, or to assign this Trust Agreement the Master Servicer, the Securities Administrator and the Trustee by any Holder with Certificates evidencing Voting Interests of at least 25%; or (viii) A sale or its responsibilities pledge of any of the rights of the Master Servicer hereunder or to delegate its an assignment of this Agreement by the Master Servicer or a delegation of the rights or duties of the Master Servicer hereunder (or shall have occurred in any portion thereof) manner not otherwise permitted hereunder and without the prior written consent of the Trustee and the Depositorany Holder with Certificates evidencing Voting Interests of at least 50%; or (hix) After receipt of notice from the indictment of the Master Servicer for the taking of any action by the Master ServicerTrustee, any employee thereof, any Affiliate or any director or employee thereof that constitutes fraud or criminal activity in the performance of its obligations under the Trust Agreement, in each case, where such indictment materially and adversely affects the ability failure of the Master Servicer to perform its obligations under the Trust Agreement make any Monthly Advances when such Monthly Advances are due, as required to be made hereunder. (subject to the condition that such indictment is not dismissed within ninety (90b) days). In then, and in each and every such case, so long as a Master Servicer Event of Default shall not have been remedied, in addition (x) with respect solely to whatever rights clause (ix) above, upon receipt of written notice or discovery by a Responsible Officer of the Trustee may have at law or equity to damages, including injunctive relief and specific performanceof the Securities Administrator of such failure, the Trustee, by Trustee shall give immediate telephonic notice in writing of such failure to a Master Servicing Officer of the Master Servicer, may Servicer and the Trustee shall terminate with cause all of the rights and obligations of the Master Servicer under this Trust Agreement and the Successor Master Servicer appointed in accordance with Section 8.02 shall immediately make such Monthly Advance prior to the distribution of funds on the related Distribution Date and assume, pursuant to Section 8.04, the duties of a Successor Servicer and (y) in the case of clauses (i), (ii), (iii), (iv), (v), (vi), (vii) and (viii) above, the Trustee shall, at the direction of the Holders of Offered Certificates evidencing not less than 51% of all of the Voting Rights by notice then given in writing to the Master Servicer (and to the Trustee if given by Holders of Certificates), terminate all of the rights and obligations of the Master Servicer as servicer under this Agreement. Upon Any such notice to the Master Servicer shall also be given to each Rating Agency and the Seller. On or after receipt by the Master Servicer of such written notice, all authority and power of the Master Servicer under this Trust Agreement, whether with respect to the Certificates or the Mortgage Loans or otherwise, shall pass to and be vested in any successor master servicer appointed hereunder that accepts such appointments. Upon written request from the Trustee or Successor Master Servicer pursuant to and under this Section 8.03; and, without limitation, the Successor Master Servicer is hereby authorized and empowered to execute and deliver, on behalf of the Master Servicer, the Master Servicer shall prepareas attorney-in-fact or otherwise, execute and deliver to the successor entity designated by the Trustee pursuant to Section 8.06 any and all documents and other instruments related to the performance of its duties hereunder as the Master Servicer and, place in such successor’s possession all such documents, together with any Trustee Mortgage Loan Files related to any pool of Mortgage Loans with respect to which it acts as a successor servicerinstruments, and to do or cause to be done accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, at whether to complete the Master Servicer’s sole expensetransfer and endorsement of each Mortgage Loan and related documents, or otherwise. The Master Servicer shall agrees to cooperate with the Successor Master Servicer, the Servicer, the Securities Administrator and the Trustee and such successor master servicer in effecting the termination of the Master Servicer’s responsibilities and rights hereunder including, without limitation, the transfer to such successor master servicer for administration by it of all cash amounts that shall at the time be credited to the Master Servicer Account or are thereafter received with respect to the Mortgage Loanshereunder. The Master Servicer being terminated shall bear All Servicing Transfer Costs and agrees to reimburse the Trustee other reasonable out-of-pocket costs and the successor master servicer from all costs, damages, expenses and liabilities (including attorneys’ fees) incurred by them in connection with transferring any Mortgage Files to the transfer Successor Master Servicer and amending this Agreement to reflect such succession as Master Servicer pursuant to this Section 8.03 shall be paid by the predecessor Master Servicer within 90 days of master servicingwritten demand, including but itemized in reasonable detail, or, to the extent not limited topaid by the predecessor Master Servicer, legal fees and expensesby the Trust prior to distributions to Certificateholders (or, accounting fees if the predecessor Master Servicer is the Trustee, by the initial Master Servicer), upon presentation of reasonable documentation of such costs and expenses. If the terminated predecessor Master Servicer does not is required but fails to pay any the amounts specified in the preceding sentence and such costs and expenses within thirty (30) days of its receipt of an invoice thereforeamounts are paid by the Trust, the Trust Securities Administrator shall, at the direction and expense of the Class BIO Certificateholders, take appropriate action to enforce such obligation and recover such amounts on behalf of such Class BIO Certificateholders. Notwithstanding any termination of the activities of the Master Servicer hereunder, the Master Servicer shall reimburse the Trustee (or such successor master servicer therefor) and the Trustee shall continue to be entitled to withdraw such receive from the Trust, payment of all the accrued and unpaid portion of the Master Servicing Fees to which the Master Servicer would have been entitled and reimbursement from amounts on deposit in for all outstanding Monthly Advances which amount shall be remitted by the Certificate Account pursuant Successor Master Servicer to Section 3.01(a)(iv); provided that the terminated Master Servicer as permitted under Section 5.04 on a first-in, first-out basis. The Master Servicer shall reimburse continue to be entitled to the Trust benefits of Section 7.03, notwithstanding any termination hereunder, with respect to events occurring prior to such termination. (c) Upon the occurrence of a Master Servicer Event of Default, the Trustee shall act as Master Servicer under this Agreement, subject to the right of removal set forth in subsection (b) hereof, for any an initial period commencing on the date on which such expense incurred Master Servicer Event of Default occurred and ending on the last day of the calendar quarter in which such Master Servicer Event of Default occurred, which period shall be extended by the TrustTrustee (an “Extension Notice”) for a succeeding quarterly period ending on December 31, March 31, June 30 and September 30 of each year (each such quarterly period for which the Master Servicer shall be designated to act as Master Servicer hereunder, a “Master Servicer Term of Service”) until such time as the Securities Administrator and the Trustee receives written direction from the Holders of Certificates evidencing at least 51% of the Voting Rights not to deliver an Extension Notice, in which event the Trustee shall follow such direction; provided that nothing in this clause (c) shall prohibit the Trustee from removing (or prohibit Certificateholders from directing the Trustee or the Securities Administrator to direct the Trustee to remove) the Master Servicer pursuant to clause (b) above. In the event the Trustee fails to deliver an Extension Notice prior to the end of any Master Servicer Term of Service, the Master Servicer shall be automatically terminated. (d) If the Successor Master Servicer or another Person succeeds to the obligations of Master Servicer hereunder, the term of the Successor Master Servicer or such Person shall not be limited unless and until a Master Servicer Event of Default thereafter occurs with respect to such Successor Master Servicer or other Person. At such time, the provisions of Section 8.03 (c) and (d) shall become applicable to the then-acting Master Servicer and the Person then-obligated to succeed such then-acting Master Servicer.

Master Servicer Events of Default. Each of the following shall constitute a "Master Servicer Event of Default": (a) any failure by the Master Servicer to remit to the Securities Administrator for deposit in the Distribution Account any payment received by it from any Servicer or required to be made by the Master Servicer under the terms of this Trust Agreement which continues unremedied for a period of two (2) Business Days after the date upon which written notice of such failure, requiring the same to be remedied, shall have been given to the Master Servicer by the Securities Administratorany other party hereto; (b) failure by the Master Servicer to duly observe or perform, in any material respect, any other covenants, obligations or agreements of the Master Servicer as set forth in this Trust Agreement which failure continues unremedied for a period of thirty (30) days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Master Servicer by the Securities AdministratorClass A-1 Certificate Insurer or the Trustee or to the Master Servicer and Trustee by the holders of Certificates evidencing at least 25% of the Voting Rights; (c) failure by the Master Servicer to maintain its license to do business in any jurisdiction where the Mortgaged Premises are located if such license is required; (d) a decree or order of a court or agency or supervisory authority having jurisdiction for the appointment of a conservator or receiver or liquidator in any insolvency, bankruptcy, readjustment of debt, marshaling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against the Master 176 Servicer and such decree or order shall have remained in force, undischarged or unstayed for a period of sixty (60) days; (ed) the Master Servicer shall consent to the appointment of a conservator or receiver or liquidator in any insolvency, bankruptcy, readjustment of debt, marshaling of assets and liabilities or similar proceedings of or relating to the Master Servicer or relating to all or substantially all of its property; (fe) the Master Servicer shall admit in writing its inability to pay its debts as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors, or voluntarily suspend payment of its obligations for three (3) Business Days; (gf) Except as otherwise set forth herein, the Master Servicer attempts to assign this Trust Agreement or its responsibilities hereunder or to delegate its duties hereunder (or any portion thereof) without the consent of the Trustee Trustee, Securities Administrator and the Depositor; or (hg) the indictment of the Master Servicer for the taking of any action by the Master Servicer, any employee thereof, any Affiliate or any director or employee thereof that constitutes fraud or criminal activity in the performance of its obligations under the Trust this Agreement, in each case, where such indictment materially and adversely affects the ability of the Master Servicer to perform its obligations under the Trust this Agreement (subject to the condition that such indictment is not dismissed within ninety (90) days). In each and every such case, so long as a Master Servicer Event of Default shall not have been remedied, in addition to whatever rights the Trustee Securities Administrator may have at law or equity to damages, including injunctive relief and specific performance, the TrusteeSecurities Administrator, by notice in writing to the Master Servicer, may may, and at the direction of the Class A-1 Certificate Insurer or the Holders of Certificates representing at least 51% of the Voting Rights (with the consent of the Class A-1 Certificate Insurer), shall, terminate with cause all the rights and obligations of the Master Servicer under this Trust Agreement. Upon receipt by the Master Servicer of such written notice, all authority and power of the Master Servicer under this Trust Agreement, shall pass to and be vested in any successor master servicer appointed hereunder that which accepts such appointments. Upon written request from the Trustee or the Master ServicerDepositor, the Master Servicer shall prepare, execute and deliver to the successor entity designated by the Trustee pursuant and acceptable to Section 8.06 the Class A-1 Certificate Insurer any and all documents and other instruments related to the performance of its duties hereunder as the Master Servicer and, place in such successor’s 's possession all such documents, together with any Trustee Mortgage Loan Files related to any pool of Mortgage Loans documents with respect to which it acts as a successor servicer, the master servicing of the Mortgage Loans and do or cause to be done all other acts or things necessary or appropriate to effect the purposes of such notice of termination, at the Master Servicer’s 's sole expense. The Master Servicer shall cooperate with the Trustee and such successor master servicer in effecting the termination of the Master Servicer’s 's responsibilities and rights hereunder includinghereunder, including without limitation, the transfer to such successor master servicer for administration by it of all cash amounts that which shall at the time be credited to the Master Servicer Distribution Account or are thereafter received with respect to the Mortgage Loans. The Master Servicer being terminated shall bear and agrees to reimburse the Trustee and the successor master servicer from all costs, damages, expenses and liabilities incurred by them in connection with the transfer of master servicing, including but not limited to, legal fees and expenses, accounting fees and expenses. If the terminated Master Servicer does not pay any such costs and expenses within thirty (30) days of its receipt of an invoice therefore, the Trust shall reimburse the Trustee (or such successor master servicer therefor) and the Trustee shall be entitled to withdraw such reimbursement from amounts on deposit in the Certificate Account pursuant to Section 3.01(a)(iv); provided that the terminated Master Servicer shall reimburse the Trust for any such expense incurred by the Trust.177

Master Servicer Events of Default. Each Indenture Trustee To Act; Appointment of Successor. (a) If any one of the following shall constitute events (each, a "Master Servicer Event of Default") shall occur and be continuing: (ai) any the failure by the Master Servicer to remit make any Advance or to deposit in the Securities Administrator Collection Account or Note Account any payment deposit required to be made or failure to remit to the Indenture Trustee any other payment required under the terms of this Trust Agreement which Agreement, and such failure continues unremedied for a period of two (2) three Business Days after the date upon which written notice of such failure, requiring the same to be remedied, shall have been given to the Master Servicer by the Securities AdministratorServicer; (bii) the failure by the Master Servicer duly to duly observe or perform, in any material respect, any other covenants, obligations or agreements of the Master Servicer as set forth in this Trust Agreement Agreement, which failure continues unremedied for a period of thirty 60 days (30) days or, in the case of a breach of its obligation to provide a Master Servicer Certification pursuant to Section 4.16, 30 days), in each case after the date (A) on which written notice 77 of such failure, requiring the same to be remedied, shall have been given to the Master Servicer by the Securities Administrator; (c) failure by Indenture Trustee or to the Master Servicer to maintain its license to do business and the Indenture Trustee by Holders of Notes evidencing at least 25% of the aggregate Class Principal Amount of all Classes of Notes or (B) on which a Servicing Officer of the Master Servicer has actual knowledge of such failure; or (iii) the entry against the Master Servicer of a decree or order by a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a trustee, conservator, receiver or liquidator in any jurisdiction where insolvency, conservatorship, receivership, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the Mortgaged Premises are located if winding up or liquidation of its affairs, and the continuance of any such license is required;decree or order unstayed and in effect for a period of 60 days; or (div) the Master Servicer shall voluntarily go into liquidation, consent to the appointment of a conservator or receiver or liquidator or similar person in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to the Master Servicer or of or relating to all or substantially all of its property; or a decree or order of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator conservator, receiver, liquidator or receiver or liquidator similar person in any insolvency, bankruptcy, readjustment of debt, marshaling marshalling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against the Master Servicer and such decree or order shall have remained in forceforce undischarged, undischarged unbonded or unstayed for a period of sixty (60) 60 days; (e) the Master Servicer shall consent to the appointment of a conservator ; or receiver or liquidator in any insolvency, bankruptcy, readjustment of debt, marshaling of assets and liabilities or similar proceedings of or relating to the Master Servicer or relating to all or substantially all of its property; (f) the Master Servicer shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors, creditors or voluntarily suspend payment of its obligations for three (3) Business Daysobligations; (gb) the Master Servicer attempts to assign this Trust Agreement or its responsibilities hereunder or to delegate its duties hereunder (or any portion thereof) without the consent of the Trustee then, and the Depositor; or (h) the indictment of the Master Servicer for the taking of any action by the Master Servicer, any employee thereof, any Affiliate or any director or employee thereof that constitutes fraud or criminal activity in the performance of its obligations under the Trust Agreement, in each case, where such indictment materially and adversely affects the ability of the Master Servicer to perform its obligations under the Trust Agreement (subject to the condition that such indictment is not dismissed within ninety (90) days). In each and every such case, so long as a Master Servicer Event of Default shall not have been remedied, in addition to whatever rights remedied within the Trustee may have at law or equity to damages, including injunctive relief and specific performanceapplicable grace period, the TrusteeIndenture Trustee shall, at the written direction of the Majority Securityholders, or at its option may, by notice then given in writing to the Master Servicer, may terminate with cause all of the rights and obligations of the Master Servicer as servicer under this Trust Agreement. Upon Any such notice to the Master Servicer shall also be given to each Rating Agency, the Depositor, the Issuer, the Owner Trustee and the Seller. On or after the receipt by the Master Servicer (and by the Indenture Trustee if such notice is given by the Holders) of such written notice, all authority and power of the Master Servicer under this Trust Agreement, whether with respect to the Certificates or the Mortgage Loans or otherwise, shall pass to and be vested in any successor master servicer appointed hereunder that accepts such appointments. Upon written request from the Indenture Trustee or and the Indenture Trustee is hereby authorized and empowered to execute and deliver, on behalf of the Master Servicer, the Master Servicer shall prepareas attorney-in-fact or otherwise, execute and deliver to the successor entity designated by the Trustee pursuant to Section 8.06 any and all documents and other instruments related to the performance of its duties hereunder as the Master Servicer and, place in such successor’s possession all such documents, together with any Trustee Mortgage Loan Files related to any pool of Mortgage Loans with respect to which it acts as a successor servicerinstruments, and to do or cause to be done accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, at whether to complete the Master Servicer’s sole expensetransfer and endorsement of each Mortgage Loan and related documents or otherwise. The Master Servicer shall agrees to cooperate with the Indenture Trustee and such successor master servicer in effecting the termination of the Master Servicer’s responsibilities and rights hereunder of the Master Servicer hereunder, including, without limitation, the transfer delivery to the Indenture Trustee of all documents and records requested by it to enable it to assume the Master Servicer's functions under this Agreement within ten Business Days subsequent to such successor master servicer notice and the transfer within one Business Day subsequent to such notice to the Indenture Trustee for the administration by it of all cash amounts that shall at the time be credited to held by the Master Servicer and to be deposited by it in the Collection Account, the Note Account or are any Servicing Account or that have been deposited by the Master Servicer in such accounts or thereafter received by the Master Servicer with respect to the Mortgage LoansLoans or any REO Property received by the Master Servicer. All reasonable costs and expenses (including attorneys' fees) incurred in connection with transferring the Master Servicer's duties and the Mortgage Files to the successor Master Servicer and amending this Agreement to reflect such succession as Master Servicer pursuant to this Section shall be paid by the predecessor Master Servicer (or if the predecessor Master Servicer is the Indenture Trustee, the initial Master Servicer) upon presentation of reasonable documentation of such costs and expenses. The termination of the rights and obligations of the Master Servicer shall not affect any liability it may have incurred prior to such termination. (c) Notwithstanding the foregoing, if a Master Servicer Event of Default described in clause (i) of Section 6.01 (a) shall occur, the Indenture Trustee shall, by notice in writing to the Master Servicer, which may be delivered by telecopy, immediately suspend all of the rights and obligations of the Master Servicer thereafter arising under this Agreement, but without prejudice to any rights it may have as a Securityholder or to reimbursement of outstanding Advances or other amounts for which the Master Servicer was entitled to reimbursement as of the date of termination, and the Indenture Trustee shall act as provided in Section 6.02 to carry out the duties of the Master Servicer, including the obligation to make any Advance the nonpayment of which was a Master Servicer Event of Default described in clause (i) of Section 6.01 (a). Any such action taken by the Indenture Trustee must be prior to the distribution on the relevant Payment Date. If the Master Servicer shall within two Business Days following such suspension remit to the Indenture Trustee the amount of any Advance the nonpayment of which by the Master Servicer was a Master Servicer Event of Default described in clause (i) of Section 6.01 (a) and accrued interest covering the period of suspension on the amount of such Advance at Deutsche Bank's prime rate (as published in the Wall Street Journal) plus 300 basis points, the Indenture Trustee, subject to the last sentence of this paragraph, shall permit the Master Servicer to resume its rights and obligations as Master Servicer hereunder. The Master Servicer being terminated shall bear and agrees to that it will reimburse the Indenture Trustee for actual, necessary and the successor master servicer from all costs, damages, expenses and liabilities reasonable costs incurred by them in connection with the transfer Indenture Trustee because of master servicing, including but not limited to, legal fees and expenses, accounting fees and expensesaction taken pursuant to this subsection. If the terminated The Master Servicer does not pay agrees that if a Master Servicer Event of Default as described in clause (i) of Section 6.01(a) shall occur more than two times in any such costs and expenses within thirty (30) days of its receipt of an invoice therefore12 month period, the Trust shall reimburse the Trustee (or such successor master servicer therefor) and the Indenture Trustee shall be entitled under no obligation to withdraw such reimbursement from amounts on deposit in permit the Certificate Account pursuant to Section 3.01(a)(iv); provided that the terminated Master Servicer shall reimburse the Trust for any such expense incurred by the Trustto resume its rights and obligations as Master Servicer hereunder.

Master Servicer Events of Default. Each of the following shall constitute a “Master Servicer Event of Default”: (a) any failure by the Master Servicer to remit to deposit in the Securities Administrator Distribution Account any payment received by it from the Servicer to make any P&I Advance or required to be made by the Master Servicer under the terms of this Trust Agreement which continues unremedied for a period of two (2) Business Days after the date upon which written notice of such failure, requiring the same to be remedied, shall have been given to the Master Servicer by the Securities Administratorany other party hereto; (b) failure by the Master Servicer to duly observe or perform, in any material respect, any other covenants, obligations or agreements of the Master Servicer as set forth in this Trust Agreement which failure continues unremedied for a period of thirty (30) days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Master Servicer by the Securities AdministratorTrustee or to the Master Servicer and Trustee by the holders of Certificates evidencing at least 25.00% of the Voting Rights; (c) failure by the Master Servicer to maintain its license to do business in any jurisdiction where the Mortgaged Premises are located if such license is required; (d) a decree or order of a court or agency or supervisory authority having jurisdiction for the appointment of a conservator or receiver or liquidator in any insolvency, bankruptcy, readjustment of debt, marshaling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against the Master Servicer and such decree or order shall have remained in force, undischarged or unstayed for a period of sixty (60) days; (ed) the Master Servicer shall consent to the appointment of a conservator or receiver or liquidator in any insolvency, bankruptcy, readjustment of debt, marshaling of assets and liabilities or similar proceedings of or relating to the Master Servicer or relating to all or substantially all of its property; (fe) the Master Servicer shall admit in writing its inability to pay its debts as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors, or voluntarily suspend payment of its obligations for three (3) Business Days; (gf) Except as otherwise set forth herein, the Master Servicer attempts to assign this Trust Agreement or its responsibilities hereunder or to delegate its duties hereunder (or any portion thereof) without the consent of the Trustee Securities Administrator and the Depositor; or; (hg) the indictment of the Master Servicer for the taking of any action by the Master Servicer, any employee thereof, any Affiliate or any director or employee thereof that constitutes fraud or criminal activity in the performance of its obligations under the Trust this Agreement, in each case, where such indictment materially and adversely affects the ability of the Master Servicer to perform its obligations under the Trust this Agreement (subject to the condition that such indictment is not dismissed within ninety (90) days); or (h) failure of the Master Servicer to timely provide the Depositor with the assessment, attestation and annual statement of compliance required by Item 1122 of Regulation AB in accordance with Sections 3.22, 3.23 and 3.24. In each and every such case, so long as a Master Servicer Event of Default shall not have been remedied, in addition to whatever rights the Trustee may have at law or equity or to damages, including injunctive relief and specific performance, the Trustee, by notice in writing to the Master Servicer, may may, and upon the request of the Holders of Certificates representing at least 51.00% of the Voting Rights shall, terminate with cause all the rights and obligations of the Master Servicer under this Trust Agreement. Upon receipt by the Master Servicer of such written notice, all authority and power of the Master Servicer under this Trust Agreement, shall pass to and be vested in any successor master servicer appointed hereunder that which accepts such appointments. Upon written request from the Trustee or the Master ServicerDepositor, the Master Servicer shall prepare, execute and deliver to the successor entity designated by the Trustee pursuant to Section 8.06 any and all documents and other instruments related to the performance of its duties hereunder as the Master Servicer and, place in such successor’s possession all such documents, together with any Trustee Mortgage Loan Files related to any pool of Mortgage Loans documents with respect to which it acts as a successor servicer, the master servicing of the Mortgage Loans and do or cause to be done all other acts or things necessary or appropriate to effect the purposes of such notice of termination, at the Master Servicer’s sole expense. The Master Servicer shall cooperate with the Trustee and such successor master servicer in effecting the termination of the Master Servicer’s responsibilities and rights hereunder includinghereunder, including without limitation, the transfer to such successor master servicer for administration by it of all cash amounts that which shall at the time be credited to the Master Servicer Distribution Account or are thereafter received with respect to the Mortgage Loans. The Master Servicer being terminated shall bear and agrees to reimburse the Trustee and the successor master servicer from all costs, damages, expenses and liabilities incurred by them in connection with the transfer of master servicing, including but not limited to, legal fees and expenses, accounting fees and expenses. If the terminated Master Servicer does not pay any such costs and expenses within thirty (30) days of its receipt of an invoice therefore, the Trust shall reimburse the Trustee (or such successor master servicer therefor) and the Trustee shall be entitled to withdraw such reimbursement from amounts on deposit in the Certificate Account pursuant to Section 3.01(a)(iv); provided that the terminated Master Servicer shall reimburse the Trust for any such expense incurred by the Trust.

Master Servicer Events of Default. Each (a) If any one of the following shall constitute a events ("Master Servicer Event Events of Default") shall occur and be continuing: (ai) any Any failure by the Master Servicer to remit to furnish the Securities Administrator any payment required the Mortgage Loan data sufficient to be made under prepare the terms reports described in Section 7.05 of this Trust Agreement the Indenture which continues unremedied for a period of two (2) one Business Days Day after the date upon which written notice of such failure, requiring the same to be remedied, failure shall have been given to the such Master Servicer by the Indenture Trustee or the Securities Administrator;Administrator or to such Master Servicer, the Securities Administrator and the Indenture Trustee by the Holders of not less than 25% of the aggregate Note Balance of the Notes; or (bii) Any failure by on the Master Servicer to duly observe or perform, in any material respect, any other covenants, obligations or agreements part of the Master Servicer as set forth duly to observe or perform in any material respect any other of the covenants or agreements (other than those referred to in clauses (viii) and (ix) below) on the part of the Master Servicer contained in this Trust Agreement which failure continues unremedied for a period of thirty (30) days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Master Servicer by the Indenture Trustee or the Securities Administrator;, or to the Master Servicer, the Securities Administrator and the Indenture Trustee by the Holders of not less than 25% of the aggregate Note Balance of the Notes; or (ciii) failure by the Master Servicer to maintain its license to do business in any jurisdiction where the Mortgaged Premises are located if such license is required; (d) a A decree or order of a court or agency or supervisory authority having jurisdiction for the appointment of a conservator or receiver or liquidator in any insolvency, bankruptcy, readjustment of debt, marshaling marshalling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against the Master Servicer Servicer, and such decree or order shall have remained in force, force undischarged or unstayed for a period of sixty (60) days;days or any Rating Agency reduces or withdraws or threatens to reduce or withdraw the rating of the Notes because of the financial condition or loan servicing capability of such Master Servicer; or (eiv) the The Master Servicer shall consent to the appointment of a conservator or receiver or liquidator in any insolvency, bankruptcy, readjustment of debt, marshaling marshalling of assets and liabilities liabilities, voluntary liquidation or similar proceedings of or relating to the Master Servicer or of or relating to all or substantially all of its property;; or (fv) the The Master Servicer shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors, creditors or voluntarily suspend payment of its obligations for three (3) Business Days; (g) the Master Servicer attempts to assign this Trust Agreement or its responsibilities hereunder or to delegate its duties hereunder (or any portion thereof) without the consent of the Trustee and the Depositorobligations; or (hvi) The Master Servicer shall be dissolved, or shall dispose of all or substantially all of its assets, or consolidate with or merge into another entity or shall permit another entity to consolidate or merge into it, such that the indictment resulting entity does not meet the criteria for a Successor Master Servicer as specified in Section 6.04 hereof; or (vii) If a representation or warranty set forth in Section 2.01(b) hereof shall prove to be incorrect as of the Master Servicer for the taking of time made in any action by the Master Servicer, any employee thereof, any Affiliate or any director or employee thereof respect that constitutes fraud or criminal activity in the performance of its obligations under the Trust Agreement, in each case, where such indictment materially and adversely affects the ability interests of the Noteholders, and the circumstance or condition in respect of which such representation or warranty was incorrect shall not have been eliminated or cured within 30 days after the date on which written notice of such incorrect representation or warranty shall have been given to the Master Servicer by the Indenture Trustee or the Securities Administrator, or to the Master Servicer, the Securities Administrator and the Indenture Trustee by the Holders of not less than 25% of the aggregate Note Balance of the Notes; or (viii) A sale or pledge of any of the rights of the Master Servicer hereunder or an assignment of this Agreement by the Master Servicer or a delegation of the rights or duties of the Master Servicer hereunder shall have occurred in any manner not otherwise permitted hereunder and without the prior written consent of the Indenture Trustee and the Holders of not less than 50% of the aggregate Note Balance of the Notes; or (ix) After receipt of notice from the Indenture Trustee, any failure of the Master Servicer to perform its obligations under the Trust Agreement make any Monthly Advances when such Monthly Advances are due, as required to be made hereunder. (subject to the condition that such indictment is not dismissed within ninety (90b) days). In then, and in each and every such case, so long as a Master Servicer Event of Default shall not have been remedied, in addition (x) with respect solely to whatever rights clause (ix) above, upon receipt of written notice or discovery by a Responsible Officer of the Indenture Trustee may have at law or equity to damages, including injunctive relief and specific performanceof the Securities Administrator of such failure, the Trustee, by Indenture Trustee shall give immediate telephonic notice in writing of such failure to a Master Servicing Officer of the Master Servicer, may Servicer and the Indenture Trustee shall terminate with cause all of the rights and obligations of the Master Servicer under this Trust Agreement and the Successor Master Servicer appointed in accordance with Section 6.02 shall immediately make such Monthly Advance prior to the payment of funds on the related Payment Date and assume, pursuant to Section 6.04, the duties of a Successor Servicer and (y) in the case of clauses (i), (ii), (iii), (iv), (v), (vi), (vii) and (viii) above, the Indenture Trustee shall, at the direction of the Holders of not less than 51% of the aggregate Note Balance of the Notes by notice then given in writing to the Master Servicer (and to the Indenture Trustee if given by Holders of Notes), terminate all of the rights and obligations of the Master Servicer as servicer under this Agreement. Upon Any such notice to the Master Servicer shall also be given to each Rating Agency and the Seller. On or after receipt by the Master Servicer of such written notice, all authority and power of the Master Servicer under this Trust Agreement, whether with respect to the Notes or the Mortgage Loans or otherwise, shall pass to and be vested in any successor master servicer appointed hereunder that accepts such appointments. Upon written request from the Trustee or Successor Master Servicer pursuant to and under this Section 6.03; and, without limitation, the Successor Master Servicer is hereby authorized and empowered to execute and deliver, on behalf of the Master Servicer, the Master Servicer shall prepareas attorney-in-fact or otherwise, execute and deliver to the successor entity designated by the Trustee pursuant to Section 8.06 any and all documents and other instruments related to the performance of its duties hereunder as the Master Servicer and, place in such successor’s possession all such documents, together with any Trustee Mortgage Loan Files related to any pool of Mortgage Loans with respect to which it acts as a successor servicerinstruments, and to do or cause to be done accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, at whether to complete the Master Servicer’s sole expensetransfer and endorsement of each Mortgage Loan and related documents, or otherwise. The Master Servicer shall agrees to cooperate with the Successor Master Servicer, the Servicer, the Securities Administrator and the Indenture Trustee and such successor master servicer in effecting the termination of the Master Servicer’s responsibilities and rights hereunder including, without limitation, the transfer to such successor master servicer for administration by it of all cash amounts that shall at the time be credited to the Master Servicer Account or are thereafter received with respect to the Mortgage Loanshereunder. The Master Servicer being terminated shall bear All Servicing Transfer Costs and agrees to reimburse the Trustee other reasonable out-of-pocket costs and the successor master servicer from all costs, damages, expenses and liabilities (including attorneys' fees) incurred by them in connection with transferring any Mortgage Files to the transfer Successor Master Servicer and amending this Agreement to reflect such succession as Master Servicer pursuant to this Section 6.03 shall be paid by the predecessor Master Servicer within 90 days of master servicingwritten demand, including but itemized in reasonable detail, or, to the extent not limited topaid by the predecessor Master Servicer, legal fees and expensesby the Trust prior to payments to Noteholders (or, accounting fees if the predecessor Master Servicer is the Indenture Trustee, by the initial Master Servicer), upon presentation of reasonable documentation of such costs and expenses. If the terminated predecessor Master Servicer does not is required but fails to pay any the amounts specified in the preceding sentence and such costs and expenses within thirty (30) days of its receipt of an invoice thereforeamounts are paid by the Trust, the Trust Securities Administrator shall, at the direction and expense of the Certificateholders, take appropriate action to enforce such obligation and recover such amounts on behalf of such Certificateholders. Notwithstanding any termination of the activities of the Master Servicer hereunder, the Master Servicer shall reimburse the Trustee (or such successor master servicer therefor) and the Trustee shall continue to be entitled to withdraw such receive from the Trust, payment of all the accrued and unpaid portion of the Master Servicing Fees to which the Master Servicer would have been entitled and reimbursement from amounts on deposit in for all outstanding Monthly Advances which amount shall be remitted by the Certificate Account pursuant Successor Master Servicer to Section 3.01(a)(iv); provided that the terminated Master Servicer as permitted under Section 3.01 of the Indenture on a first-in, first-out basis. The Master Servicer shall reimburse continue to be entitled to the Trust benefits of Section 5.03, notwithstanding any termination hereunder, with respect to events occurring prior to such termination. (c) Upon the occurrence of a Master Servicer Event of Default, the Indenture Trustee shall act as Master Servicer under this Agreement, subject to the right of removal set forth in subsection (b) hereof, for any an initial period commencing on the date on which such expense incurred Master Servicer Event of Default occurred and ending on the last day of the calendar quarter in which such Master Servicer Event of Default occurred, which period shall be extended by the TrustIndenture Trustee (an "Extension Notice") for a succeeding quarterly period ending on December 31, March 31, June 30 and September 30 of each year (each such quarterly period for which the Master Servicer shall be designated to act as Master Servicer hereunder, a "Master Servicer Term of Service") until such time as the Securities Administrator and the Indenture Trustee receives written direction from the Holders of not less than 51% of the aggregate Note Balance of the Notes not to deliver an Extension Notice, in which event the Indenture Trustee shall follow such direction; provided that nothing in this clause (c) shall prohibit the Indenture Trustee from removing (or prohibit Noteholders from directing the Indenture Trustee or the Securities Administrator to direct the Indenture Trustee to remove) the Master Servicer pursuant to clause (b) above. In the event the Indenture Trustee fails to deliver an Extension Notice prior to the end of any Master Servicer Term of Service, the Master Servicer shall be automatically terminated. (d) If the Successor Master Servicer or another Person succeeds to the obligations of Master Servicer hereunder, the term of the Successor Master Servicer or such Person shall not be limited unless and until a Master Servicer Event of Default thereafter occurs with respect to such Successor Master Servicer or other Person. At such time, the provisions of Section 6.03(c) and (d) shall become applicable to the then-acting Master Servicer and the Person then-obligated to succeed such then-acting Master Servicer.

Master Servicer Events of Default. Each of the following shall constitute a Master Servicer Event of Default: (a) any failure by the Master Servicer to remit to the Securities Administrator any payment required to be made under the terms of this Trust Agreement which continues unremedied for a period of two (2) Business Days after the date upon which written notice of such failure, requiring the same to be remedied, shall have been given to the Master Servicer by the Securities Administrator; (b) failure by the Master Servicer to duly observe or perform, in any material respect, any other covenants, obligations or agreements of the Master Servicer as set forth in this Trust Agreement which failure continues unremedied for a period of thirty (30) days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Master Servicer by the Securities Administrator; (c) failure by the Master Servicer to maintain its license to do business in any jurisdiction where the Mortgaged Premises are located if such license is required; (d) a decree or order of a court or agency or supervisory authority having jurisdiction for the appointment of a conservator or receiver or liquidator in any insolvency, bankruptcy, readjustment of debt, marshaling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against the Master Servicer and such decree or order shall have remained in force, undischarged or unstayed for a period of sixty (60) days; (e) the Master Servicer shall consent to the appointment of a conservator or receiver or liquidator in any insolvency, bankruptcy, readjustment of debt, marshaling of assets and liabilities or similar proceedings of or relating to the Master Servicer or relating to all or substantially all of its property; (f) the Master Servicer shall admit in writing its inability to pay its debts as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors, or voluntarily suspend payment of its obligations for three (3) Business Days; (g) an affiliate of the Master Servicer that performs any back-up servicer duties of the Master Servicer or any servicing duties assumed by the Master Servicer as successor servicer under any Servicing Agreement ceases to meet the qualifications of a FNMA or FHLMC servicer; (h) the Master Servicer attempts to assign this Trust Agreement or its responsibilities hereunder or to delegate its duties hereunder (or any portion thereof) without the consent of the Trustee and the Depositor; or (hi) the indictment of the Master Servicer for the taking of any action by the Master Servicer, any employee thereof, any Affiliate or any director or employee thereof that constitutes fraud or criminal activity in the performance of its obligations under the Trust this Agreement, in each case, where such indictment materially and adversely affects the ability of the Master Servicer to perform its obligations under the Trust this Agreement (subject to the condition that such indictment is not dismissed within ninety (90) days). In each and every such case, so long as a Master Servicer Event of Default shall not have been remedied, in addition to whatever rights the Trustee may have at law or equity to damages, including injunctive relief and specific performance, the Trustee, by notice in writing to the Master Servicer, may terminate with cause all the rights and obligations of the Master Servicer under this Trust Agreement. Upon receipt by the Master Servicer of such written notice, all authority and power of the Master Servicer under this Trust Agreement, shall pass to and be vested in any successor master servicer appointed hereunder that which accepts such appointments. Upon written request from the Trustee or the Master Servicer, the Master Servicer shall prepare, execute and deliver to the successor entity designated by the Trustee pursuant to Section 8.06 any and all documents and other instruments related to the performance of its duties hereunder as the Master Servicer and, place in such successor’s possession all such documents, together with any Trustee Mortgage Loan Files related to any pool of Mortgage Loans with respect to which it acts as a successor servicer, and do or cause to be done all other acts or things necessary or appropriate to effect the purposes of such notice of termination, at the Master Servicer’s sole expense. The Master Servicer shall cooperate with the Trustee and such successor master servicer in effecting the termination of the Master Servicer’s responsibilities and rights hereunder includinghereunder, including without limitation, the transfer to such successor master servicer for administration by it of all cash amounts that which shall at the time be credited to the Master Servicer Account or are thereafter received with respect to the Mortgage Loans. The Master Servicer being terminated shall bear and agrees to reimburse the Trustee and the successor master servicer from all costs, damages, expenses and liabilities incurred by them in connection with the transfer of master servicing, including but not limited to, legal fees and expenses, accounting fees and expenses. If the terminated Master Servicer does not pay any such costs and expenses within thirty (30) days of its receipt of an invoice therefore, the Trust shall reimburse the Trustee (or such successor master servicer therefor) and the Trustee shall be entitled to withdraw such reimbursement from amounts on deposit in the Certificate Account pursuant to Section 3.01(a)(iv); provided that the terminated Master Servicer shall reimburse the Trust for any such expense incurred by the Trust.

Master Servicer Events of Default. Each of the following shall constitute a “Master Servicer Event of Default”: (a) any failure by the Master Servicer to remit cause to be deposited in the Securities Administrator Distribution Account any payment amounts received by it from the Servicers or to make any P&I Advance required to be made by the Master Servicer under the terms of this Trust Agreement which continues unremedied for a period of two (2) Business Days after the date upon which written notice of such failure, requiring the same to be remedied, shall have been given to the Master Servicer by the Securities Administratorany other party hereto; (b) failure by the Master Servicer to duly observe or perform, in any material respect, any other covenants, obligations or agreements of the Master Servicer as set forth in this Trust Agreement which failure continues unremedied for a period of thirty (30) days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Master Servicer by the Securities AdministratorTrustee or to the Master Servicer and Trustee by the holders of Certificates evidencing at least 25.00% of the Voting Rights; (c) failure by the Master Servicer to maintain its license to do business in any jurisdiction where the Mortgaged Premises are located if such license is required; (d) a decree or order of a court or agency or supervisory authority having jurisdiction for the appointment of a conservator or receiver or liquidator in any insolvency, bankruptcy, readjustment of debt, marshaling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against the Master Servicer and such decree or order shall have remained in force, undischarged or unstayed for a period of sixty (60) days; (ed) the Master Servicer shall consent to the appointment of a conservator or receiver or liquidator in any insolvency, bankruptcy, readjustment of debt, marshaling of assets and liabilities or similar proceedings of or relating to the Master Servicer or relating to all or substantially all of its property; (fe) the Master Servicer shall admit in writing its inability to pay its debts as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors, or voluntarily suspend payment of its obligations for three (3) Business Days; (gf) Except as otherwise set forth herein, the Master Servicer attempts to assign this Trust Agreement or its responsibilities hereunder or to delegate its duties hereunder (or any portion thereof) without the consent of the Trustee Securities Administrator and the Depositor; or; (hg) the indictment of the Master Servicer for the taking of any action by the Master Servicer, any employee thereof, any Affiliate or any director or employee thereof that constitutes fraud or criminal activity in the performance of its obligations under the Trust this Agreement, in each case, where such indictment materially and adversely affects the ability of the Master Servicer to perform its obligations under the Trust this Agreement (subject to the condition that such indictment is not dismissed within ninety (90) days); (h) After receipt of notice from the Securities Administrator, any failure of the Master Servicer to remit to the Securities Administrator any payment required to be made to the Securities Administrator for the benefit of Certificateholders under the terms of this Agreement, including any Advance, on any Master Servicer Remittance Date which such failure continues unremedied for a period of one Business Day after the date upon which notice of such failure shall have been given to the Master Servicer by the Securities Administrator; or (i) failure of the Master Servicer to timely provide the Depositor with the assessment, attestation and annual statement of compliance required by Item 1122 of Regulation AB in accordance with Sections 3.03, 3.04 and 3.05. In each and every such case, so long as a Master Servicer Event of Default shall not have been remedied, in addition to whatever rights the Trustee may have at law or equity or to damages, including injunctive relief and specific performance, the Trustee, by notice in writing to the Master Servicer, may may, and upon the request of the Holders of Certificates representing at least 51.00% of the Voting Rights shall, terminate with cause all the rights and obligations of the Master Servicer under this Trust Agreement. Upon receipt by the Master Servicer of such written notice, all authority and power of the Master Servicer under this Trust Agreement, shall pass to and be vested in any successor master servicer appointed hereunder that which accepts such appointments. Upon written request from the Trustee or the Master ServicerDepositor, the Master Servicer shall prepare, execute and deliver to the successor entity designated by the Trustee pursuant to Section 8.06 any and all documents and other instruments related to the performance of its duties hereunder as the Master Servicer and, place in such successor’s possession all such documents, together with any Trustee Mortgage Loan Files related to any pool of Mortgage Loans documents with respect to which it acts as a successor servicer, the master servicing of the Mortgage Loans and do or cause to be done all other acts or things necessary or appropriate to effect the purposes of such notice of termination, at the Master Servicer’s sole expense. The Master Servicer shall cooperate with the Trustee and such successor master servicer in effecting the termination of the Master Servicer’s responsibilities and rights hereunder includinghereunder, including without limitation, the transfer to such successor master servicer for administration by it of all cash amounts that which shall at the time be credited to the Master Servicer Servicing Account or are thereafter received with respect to the Mortgage Loans. The Master Servicer being terminated shall bear and agrees to reimburse the Trustee and the successor master servicer from all costs, damages, expenses and liabilities incurred by them in connection with the transfer of master servicing, including but not limited to, legal fees and expenses, accounting fees and expenses. If the terminated Master Servicer does not pay any such costs and expenses within thirty (30) days of its receipt of an invoice therefore, the Trust shall reimburse the Trustee (or such successor master servicer therefor) and the Trustee shall be entitled to withdraw such reimbursement from amounts on deposit in the Certificate Account pursuant to Section 3.01(a)(iv); provided that the terminated Master Servicer shall reimburse the Trust for any such expense incurred by the Trust.

Master Servicer Events of Default. Each of the following shall constitute a Master Servicer Event of Default: (a) any failure by the Master Servicer to remit to the Securities Administrator any payment required to be made under the terms of this Trust Agreement which continues unremedied for a period of two (2) Business Days after the date upon which written notice of such failure, requiring the same to be remedied, shall have been given to the Master Servicer (with a copy to the Trustee) by the Securities Administrator; (b) failure by the Master Servicer to duly observe or perform, in any material respect, any other covenants, obligations or agreements of the Master Servicer as set forth in this Trust Agreement which failure continues unremedied for a period of thirty (30) days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Master Servicer by the Securities Administrator; (c) failure by the Master Servicer to maintain its license to do business in any jurisdiction where the Mortgaged Premises are located if such license is required; (d) a decree or order of a court or agency or supervisory authority having jurisdiction for the appointment of a conservator or receiver or liquidator in any insolvency, bankruptcy, readjustment of debt, marshaling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against the Master Servicer and such decree or order shall have remained in force, undischarged or unstayed for a period of sixty (60) days; (e) the Master Servicer shall consent to the appointment of a conservator or receiver or liquidator in any insolvency, bankruptcy, readjustment of debt, marshaling of assets and liabilities or similar proceedings of or relating to the Master Servicer or relating to all or substantially all of its property; (f) the Master Servicer shall admit in writing its inability to pay its debts as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors, or voluntarily suspend payment of its obligations for three (3) Business Days; (g) an affiliate of the Master Servicer that performs any back-up servicer duties of the Master Servicer or any servicing duties assumed by the Master Servicer as successor servicer under the Sale and Servicing Agreement ceases to meet the qualifications of a FNMA or FHLMC servicer; (h) the Master Servicer attempts to assign this Trust Agreement or its responsibilities hereunder or to delegate its duties hereunder (or any portion thereof) without the consent of the Trustee and the Depositor; or (hi) the indictment of the Master Servicer for the taking of any action by the Master Servicer, any employee thereof, any Affiliate or any director or employee thereof that constitutes fraud or criminal activity in the performance of its obligations under the Trust Agreement, in each case, where such indictment materially and adversely affects the ability of the Master Servicer to perform its obligations under the Trust Agreement (subject to the condition that such indictment is not dismissed within ninety (90) days). In each and every such case, so long as a Master Servicer Event of Default shall not have been remedied, in addition to whatever rights the Trustee may have at law or equity to damages, including injunctive relief and specific performance, the Trustee, by notice in writing to the Master Servicer, may terminate with cause all the rights and obligations of the Master Servicer under this Trust Agreement. Upon receipt by the Master Servicer of such written notice, all authority and power of the Master Servicer under this Trust Agreement, shall pass to and be vested in any successor master servicer appointed hereunder that accepts such appointments. Upon written request from the Trustee or the Master ServicerTrustee, the Master Servicer shall prepare, execute and deliver to the successor entity designated by the Trustee pursuant to Section 8.06 any and all documents and other instruments related to the performance of its duties hereunder as the Master Servicer and, place in such successor’s possession all such documents, together with any Trustee Mortgage Loan Files related to any pool of Mortgage Loans with respect to which it acts as a successor servicer, and do or cause to be done all other acts or things necessary or appropriate to effect the purposes of such notice of termination, at the Master Servicer’s sole expense. The Master Servicer shall cooperate with the Trustee and such successor master servicer in effecting the termination of the Master Servicer’s responsibilities and rights hereunder includinghereunder, including without limitation, the transfer to such successor master servicer for administration by it of all cash amounts that shall at the time be credited to the Master Servicer Account or are thereafter received with respect to the Mortgage Loans. The Master Servicer being terminated shall bear and agrees to reimburse the Trustee and the successor master servicer from all costs, damages, expenses and liabilities incurred by them in connection with the transfer of master servicing, including but not limited to, legal fees and expenses, accounting fees and expenses. If the terminated Master Servicer does not pay any such costs and expenses within thirty (30) days of its receipt of an invoice thereforetherefor, the Trust shall reimburse the Trustee (or such successor master servicer therefor) and the Trustee shall be entitled to withdraw such reimbursement from amounts on deposit in the Certificate Account pursuant to Section 3.01(a)(iv); provided that the terminated Master Servicer shall reimburse the Trust for any such expense incurred by the Trust.

Master Servicer Events of Default. Each of the following shall constitute a “Master Servicer Event of Default”: (a) any failure by the Master Servicer to remit to deposit in the Securities Administrator Distribution Account any payment received by it from a Servicer or required to be made by the Master Servicer under the terms of this Trust Agreement which continues unremedied for a period of two (2) Business Days after the date upon which written notice of such failure, requiring the same to be remedied, shall have been given to the Master Servicer by the Securities Administratorany other party hereto; (b) failure by the Master Servicer to duly observe or perform, in any material respect, any other covenants, obligations or agreements of the Master Servicer as set forth in this Trust Agreement which failure continues unremedied for a period of thirty (30) days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Master Servicer by the Securities Administrator[Delaware] Trustee or to the Master Servicer and [Delaware] Trustee by the holders of Certificates evidencing at least 25% of the Voting Rights; provided that the thirty (30) day cure period shall not apply so long as the Depositor is required to file any Forms 8-K, 10-D and 10-K required by the Exchange Act with respect to the Trust Fund, the failure to comply with the requirements set forth in Section 8.12, for which the grace period shall not exceed the lesser of ten (10) calendar days or such period in which any applicable Form 8-K, 10-D and 10-K required by the Exchange Act can be timely filed (without taking into account any extensions); (c) failure by the Master Servicer to maintain its license to do business in any jurisdiction where the Mortgaged Premises are located if such license is required; (d) a decree or order of a court or agency or supervisory authority having jurisdiction for the appointment of a conservator or receiver or liquidator in any insolvency, bankruptcy, readjustment of debt, marshaling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against the Master Servicer and such decree or order shall have remained in force, undischarged or unstayed for a period of sixty (60) days; (ed) the Master Servicer shall consent to the appointment of a conservator or receiver or liquidator in any insolvency, bankruptcy, readjustment of debt, marshaling of assets and liabilities or similar proceedings of or relating to the Master Servicer or relating to all or substantially all of its property; (fe) the Master Servicer shall admit in writing its inability to pay its debts as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors, or voluntarily suspend payment of its obligations for three (3) Business Days; (gf) except as otherwise set forth herein, the Master Servicer attempts to assign this Trust Agreement or its responsibilities hereunder or to delegate its duties hereunder (or any portion thereof) without the consent of the Securities Administrator, the [Delaware] Trustee and the Depositor; or (hg) the indictment of the Master Servicer for the taking of any action by the Master Servicer, any employee thereof, any Affiliate or any director or employee thereof that constitutes fraud or criminal activity in the performance of its obligations under the Trust this Agreement, in each case, where such indictment materially and adversely affects the ability of the Master Servicer to perform its obligations under the Trust this Agreement (subject to the condition that such indictment is not dismissed within ninety (90) days). In each and every such case, so long as a Master Servicer Event of Default shall not have been remedied, in addition to whatever rights the [Delaware] Trustee may have at law or equity to damages, including injunctive relief and specific performance, the [Delaware] Trustee, by notice in writing to the Master Servicer, may may, and upon the request of the Holders of Certificates representing at least [51]% of the Voting Rights shall, terminate with cause all the rights and obligations of the Master Servicer under this Trust Agreement. Upon receipt by the Master Servicer of such written notice, all authority and power of the Master Servicer under this Trust Agreement, shall pass to and be vested in any successor master servicer appointed hereunder that which accepts such appointments. Upon written request from the [Delaware] Trustee or the Master ServicerDepositor, the Master Servicer shall prepare, execute and deliver to the successor entity designated by the [Delaware] Trustee pursuant to Section 8.06 any and all documents and other instruments related to the performance of its duties hereunder as the Master Servicer and, place in such successor’s possession all such documents, together with any Trustee Mortgage Loan Files related to any pool of Mortgage Loans documents with respect to which it acts as a successor servicer, the master servicing of the Mortgage Loans and do or cause to be done all other acts or things necessary or appropriate to effect the purposes of such notice of termination, at the Master Servicer’s sole expense. The Master Servicer shall cooperate with the [Delaware] Trustee and such successor master servicer in effecting the termination of the Master Servicer’s responsibilities and rights hereunder includinghereunder, including without limitation, the transfer to such successor master servicer for administration by it of all cash amounts that which shall at the time be credited to the Master Servicer Distribution Account or are thereafter received with respect to the Mortgage Loans. The Master Servicer being terminated shall bear All reasonable out-of-pocket costs and agrees to reimburse the Trustee and the successor master servicer from all costs, damages, expenses and liabilities incurred by them the [Delaware] Trustee in connection with the transfer of servicing from a terminated Master Servicer, including, without limitation, any such costs or expenses associated with the complete transfer of all servicing data and the completion, correction or manipulation of such servicing data as may be required by the [Delaware] Trustee to correct any errors or insufficiencies in the servicing data or otherwise to enable the [Delaware] Trustee (or any successor Master Servicer appointed pursuant to Section 9.06) to master servicing, including but not limited to, legal fees and expenses, accounting fees and expenses. If service shall be paid by the terminated Master Servicer does Servicer; provided, however, that to the extent not pay any previously reimbursed by the terminated Master Servicer, such costs fees and expenses within thirty (30) days shall be payable to the [Delaware] Trustee pursuant to Section 8.05. Upon the occurrence of its receipt a Master Servicer Event of an invoice thereforeDefault, the Trust [Delaware] Trustee shall reimburse provide the Trustee (or such Depositor in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a successor master servicer therefor) and the Trustee shall be entitled to withdraw such reimbursement from amounts on deposit in the Certificate Account pursuant event the [Delaware] Trustee should succeed to Section 3.01(a)(iv); provided that the terminated duties of the Master Servicer shall reimburse the Trust for any such expense incurred by the Trustas set forth herein.

Master Servicer Events of Default. Each of the following shall constitute a "Master Servicer Event of Default": (a) any failure by the Master Servicer to remit to the Securities Administrator make any payment P&I Advance required to be made by the Master Servicer under the terms of this Trust Agreement which continues unremedied for a period of two (2) Business Days after the date upon which written notice of such failure, requiring the same to be remedied, shall have been given to the Master Servicer by the Securities Administratorany other party hereto; (b) failure by the Master Servicer to duly observe or perform, in any material respect, any other covenants, obligations or agreements of the Master Servicer as set forth in this Trust Agreement which failure continues unremedied for a period of thirty (30) days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Master Servicer by the Securities AdministratorTrustee or to the Master Servicer and Trustee by the holders of Certificates evidencing at least 25.00% of the Voting Rights; (c) failure by the Master Servicer to maintain its license to do business in any jurisdiction where the Mortgaged Premises are located if such license is required; (d) a decree or order of a court or agency or supervisory authority having jurisdiction for the appointment of a conservator or receiver or liquidator in any insolvency, bankruptcy, readjustment of debt, marshaling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against the Master Servicer and such decree or order shall have remained in force, undischarged or unstayed for a period of sixty (60) days; (ed) the Master Servicer shall consent to the appointment of a conservator or receiver or liquidator in any insolvency, bankruptcy, readjustment of debt, marshaling of assets and liabilities or similar proceedings of or relating to the Master Servicer or relating to all or substantially all of its property; (fe) the Master Servicer shall admit in writing its inability to pay its debts as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors, or voluntarily suspend payment of its obligations for three (3) Business Days; (gf) Except as otherwise set forth herein, the Master Servicer attempts to assign this Trust Agreement or its responsibilities hereunder or to delegate its duties hereunder (or any portion thereof) without the consent of the Trustee Securities Administrator and the Depositor; or; (hg) the indictment of the Master Servicer for the taking of any action by the Master Servicer, any employee thereof, any Affiliate or any director or employee thereof that constitutes fraud or criminal activity in the performance of its obligations under the Trust this Agreement, in each case, where such indictment materially and adversely affects the ability of the Master Servicer to perform its obligations under the Trust this Agreement (subject to the condition that such indictment is not dismissed within ninety (90) days). In each and every such case; (h) After receipt of notice from the Securities Administrator, so long as a Master Servicer Event of Default shall not have been remedied, in addition to whatever rights the Trustee may have at law or equity to damages, including injunctive relief and specific performance, the Trustee, by notice in writing to the Master Servicer, may terminate with cause all the rights and obligations any failure of the Master Servicer to remit to the Securities Administrator any payment required to be made to the Securities Administrator for the benefit of Certificateholders under the terms of this Trust Agreement. Upon receipt by , including any Advance, on any Master Servicer Remittance Date which such failure continues unremedied for a period of one Business Day after the date upon which notice of such failure shall have been given to the Master Servicer of such written notice, all authority and power by the Securities Administrator; or (i) failure of the Master Servicer under this Trust Agreement, shall pass to and be vested in any successor master servicer appointed hereunder that accepts such appointments. Upon written request from timely provide the Trustee or the Master Servicer, the Master Servicer shall prepare, execute and deliver to the successor entity designated by the Trustee pursuant to Section 8.06 any and all documents and other instruments related to the performance of its duties hereunder as the Master Servicer and, place in such successor’s possession all such documents, together with any Trustee Mortgage Loan Files related to any pool of Mortgage Loans with respect to which it acts as a successor servicer, and do or cause to be done all other acts or things necessary or appropriate to effect the purposes of such notice of termination, at the Master Servicer’s sole expense. The Master Servicer shall cooperate Depositor with the Trustee assessment, attestation and such successor master servicer annual statement of compliance required by Item 1122 of Regulation AB in effecting the termination of the Master Servicer’s responsibilities accordance with Sections 3.03, 3.04 and rights hereunder including, without limitation, the transfer to such successor master servicer for administration by it of all cash amounts that shall at the time be credited to the Master Servicer Account or are thereafter received with respect to the Mortgage Loans. The Master Servicer being terminated shall bear and agrees to reimburse the Trustee and the successor master servicer from all costs, damages, expenses and liabilities incurred by them in connection with the transfer of master servicing, including but not limited to, legal fees and expenses, accounting fees and expenses. If the terminated Master Servicer does not pay any such costs and expenses within thirty (30) days of its receipt of an invoice therefore, the Trust shall reimburse the Trustee (or such successor master servicer therefor) and the Trustee shall be entitled to withdraw such reimbursement from amounts on deposit in the Certificate Account pursuant to Section 3.01(a)(iv); provided that the terminated Master Servicer shall reimburse the Trust for any such expense incurred by the Trust3.

Master Servicer Events of Default. Each of the following shall constitute a "Master Servicer Event of Default": (a) any failure by the Master Servicer to remit to deposit in the Securities Administrator Distribution Account any payment received by it from any Servicer or required to be made by the Master Servicer under the terms of this Trust Agreement which continues unremedied for a period of two (2) Business Days after the date upon which written notice of such failure, requiring the same to be remedied, shall have been given to the Master Servicer by the Securities Administratorany other party hereto; (b) failure by the Master Servicer to duly observe or perform, in any material respect, any other covenants, obligations or agreements of the Master Servicer as set forth in this Trust Agreement which failure continues unremedied for a period of thirty (30) days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Master Servicer by the Securities AdministratorTrustee or to the Master Servicer and the Trustee by the holders of Certificates evidencing at least 25% of the Voting Rights; (c) failure by the Master Servicer to maintain its license to do business in any jurisdiction where the Mortgaged Premises are located if such license is required; (d) a decree or order of a court or agency or supervisory authority having jurisdiction for the appointment of a conservator or receiver or liquidator in any insolvency, bankruptcy, readjustment of debt, marshaling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against the Master Servicer and such decree or order shall have remained in force, undischarged or unstayed for a period of sixty (60) days; (ed) the Master Servicer shall consent to the appointment of a conservator or receiver or liquidator in any insolvency, bankruptcy, readjustment of debt, marshaling of assets and liabilities or similar proceedings of or relating to the Master Servicer or relating to all or substantially all of its property; (fe) the Master Servicer shall admit in writing its inability to pay its debts as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors, or voluntarily suspend payment of its obligations for three (3) Business Days; (gf) except as otherwise set forth herein, the Master Servicer attempts to assign this Trust Agreement or its responsibilities hereunder or to delegate its duties hereunder (or any portion thereof) without the consent of the Trustee Trustee, the Securities Administrator and the Depositor; or (hg) the indictment of the Master Servicer for the taking of any action by the Master Servicer, any employee thereof, any Affiliate or any director or employee thereof that constitutes fraud or criminal activity in the performance of its obligations under the Trust this Agreement, in each case, where such indictment materially and adversely affects the ability of the Master Servicer to perform its obligations under the Trust this Agreement (subject to the condition that such indictment is not dismissed within ninety (90) days). In each and every such case, so long as a Master Servicer Event of Default shall not have been remedied, in addition to whatever rights the Trustee may have at law or equity to damages, including injunctive relief and specific performance, the Trustee, by notice in writing to the Master Servicer, may may, and upon the request of the Holders of Certificates representing at least 51% of the Voting Rights shall, terminate with cause all the rights and obligations of the Master Servicer under this Trust Agreement. Upon receipt by the Master Servicer of such written notice, all authority and power of the Master Servicer under this Trust Agreement, shall pass to and be vested in any successor master servicer appointed hereunder that which accepts such appointments. Upon written request from the Trustee or the Master ServicerDepositor, the Master Servicer shall prepare, execute and deliver to the successor entity designated by the Trustee pursuant to Section 8.06 any and all documents and other instruments related to the performance of its duties hereunder as the Master Servicer and, place in such successor’s 's possession all such documents, together with any Trustee Mortgage Loan Files related to any pool of Mortgage Loans documents with respect to which it acts as a successor servicer, the master servicing of the Mortgage Loans and do or cause to be done all other acts or things necessary or appropriate to effect the purposes of such notice of termination, at the Master Servicer’s 's sole expense. The Master Servicer shall cooperate with the Trustee and such successor master servicer in effecting the termination of the Master Servicer’s 's responsibilities and rights hereunder includinghereunder, including without limitation, the transfer to such successor master servicer for administration by it of all cash amounts that which shall at the time be credited to the Master Servicer Distribution Account or are thereafter received with respect to the Mortgage Loans. The Master Servicer being terminated shall bear and agrees to reimburse the Trustee and the successor master servicer from all costs, damages, expenses and liabilities incurred by them in connection with the transfer of master servicing, including but not limited to, legal fees and expenses, accounting fees and expenses. If the terminated Master Servicer does not pay any such costs and expenses within thirty (30) days of its receipt of an invoice therefore, the Trust shall reimburse the Trustee (or such successor master servicer therefor) and the Trustee shall be entitled to withdraw such reimbursement from amounts on deposit in the Certificate Account pursuant to Section 3.01(a)(iv); provided that the terminated Master Servicer shall reimburse the Trust for any such expense incurred by the Trust.

Master Servicer Events of Default. Each of the following shall constitute a "Master Servicer Event of Default": (a) any failure by the Master Servicer to remit to deposit in the Securities Administrator Distribution Account any payment received by it from any Servicer or required to be made by the Master Servicer under the terms of this Trust Agreement which continues unremedied for a period of two (2) Business Days after the date upon which written notice of such failure, requiring the same to be remedied, shall have been given to the Master Servicer by the Securities Administratorany other party hereto; (b) failure by the Master Servicer to duly observe or perform, in any material respect, any other covenants, obligations or agreements of the Master Servicer as set forth in this Trust Agreement (including any obligation to cause any subservicer or Reporting Subcontractor (except as specified below) to take any action specified in Article XIII) which failure continues unremedied for a period of thirty (30) days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Master Servicer by the Securities Administrator;Trustee or 91 to the Master Servicer and the Trustee by the holders of Certificates evidencing at least 25% of the Voting Rights; provided that the thirty (30) day cure period shall not apply so long as the Depositor is required to file Exchange Act Reports with respect to the Trust Fund, the failure to comply with the requirements set forth in Article XIII, for which the grace period shall not exceed the lesser of 10 calendar days or such period in which the applicable Exchange Act Report can be filed timely (without taking into account any extensions). (c) failure by the Master Servicer to maintain its license to do business in any jurisdiction where the Mortgaged Premises are located if such license is required; (d) a decree or order of a court or agency or supervisory authority having jurisdiction for the appointment of a conservator or receiver or liquidator in any insolvency, bankruptcy, readjustment of debt, marshaling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against the Master Servicer and such decree or order shall have remained in force, undischarged or unstayed for a period of sixty (60) days; (ed) the Master Servicer shall consent to the appointment of a conservator or receiver or liquidator in any insolvency, bankruptcy, readjustment of debt, marshaling of assets and liabilities or similar proceedings of or relating to the Master Servicer or relating to all or substantially all of its property; (fe) the Master Servicer shall admit in writing its inability to pay its debts as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors, or voluntarily suspend payment of its obligations for three (3) Business Days; (gf) except as otherwise set forth herein, the Master Servicer attempts to assign this Trust Agreement or its responsibilities hereunder or to delegate its duties hereunder (or any portion thereof) without the consent of the Trustee Trustee, the Securities Administrator and the Depositor; or (hg) the indictment of the Master Servicer for the taking of any action by the Master Servicer, any employee thereof, any Affiliate or any director or employee thereof that constitutes fraud or criminal activity in the performance of its obligations under the Trust this Agreement, in each case, where such indictment materially and adversely affects the ability of the Master Servicer to perform its obligations under the Trust this Agreement (subject to the condition that such indictment is not dismissed within ninety (90) days). In each and every such case, so long as a Master Servicer Event of Default shall not have been remedied, in addition to whatever rights the Trustee may have at law or equity to damages, including injunctive relief and specific performance, the Trustee, by notice in writing to the Master Servicer, may may, and (a) upon the request of the Holders of Certificates representing at least 51% of the Voting Rights (except with respect to any Master Servicer Event of Default related to a failure to comply with an Exchange Act Filing Obligation) or (b) the Depositor, in the case of a failure related to an Exchange Act Filing Obligation, shall, terminate with cause all the rights and obligations of the Master Servicer under this Trust Agreement. The Depositor shall not be entitled to terminate the rights and obligations of the Master Servicer, pursuant to the above paragraph, if a failure of the Master Servicer to identify a Subcontractor "participating in the servicing function" within the meaning of Item 1122 of Regulation AB was attributable solely to the role or functions of such Subcontractor with respect to mortgage loans other than the Mortgage Loans. Upon receipt by the Master Servicer of such written notice, all authority and power of the Master Servicer under this Trust Agreement, shall pass to and be vested in any successor master servicer appointed hereunder that which accepts such appointments. Upon written request from the Trustee or the Master ServicerDepositor, the Master Servicer shall prepare, execute and deliver to the successor entity designated by the Trustee pursuant to Section 8.06 any and all documents and other instruments related to the performance of its duties hereunder as the Master Servicer and, place in such successor’s 's possession all such documents, together with any Trustee Mortgage Loan Files related to any pool of Mortgage Loans documents with respect to which it acts as a successor servicer, the master servicing of the Mortgage Loans and do or cause to be done all other acts or things necessary or appropriate to effect the purposes of such notice of termination, at the Master Servicer’s 's sole expense. The Master Servicer shall cooperate with the Trustee and such successor master servicer in effecting the termination of the Master Servicer’s 's responsibilities and rights hereunder includinghereunder, including without limitation, the transfer to such successor master servicer for administration by it of all cash amounts that which shall at the time be credited to the Master Servicer Distribution Account or are thereafter received with respect to the Mortgage Loans. The Upon the occurrence of a Master Servicer being terminated Event of Default, the Securities Administrator shall bear provide the Depositor in writing and agrees in form and substance reasonably satisfactory to reimburse the Trustee and Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a successor master servicer from all costs, damages, expenses and liabilities incurred by them in connection with the transfer event the Trustee should succeed to the duties of master servicing, including but not limited to, legal fees and expenses, accounting fees and expenses. If the terminated Master Servicer does not pay any such costs and expenses within thirty (30) days of its receipt of an invoice therefore, the Trust shall reimburse the Trustee (or such successor master servicer therefor) and the Trustee shall be entitled to withdraw such reimbursement from amounts on deposit in the Certificate Account pursuant to Section 3.01(a)(iv); provided that the terminated Master Servicer shall reimburse the Trust for any such expense incurred by the Trustas set forth herein.

Master Servicer Events of Default. Each of the following shall constitute a “Master Servicer Event of Default”: (a) any failure by the Master Servicer to remit to deposit in the Securities Administrator Distribution Account any payment received by it from the Servicer to make any P&I Advance or required to be made by the Master Servicer under the terms of this Trust Agreement which continues unremedied for a period of two (2) Business Days after the date upon which written notice of such failure, requiring the same to be remedied, shall have been given to the Master Servicer by the Securities Administratorany other party hereto; (b) failure by the Master Servicer to duly observe or perform, in any material respect, any other covenants, obligations or agreements of the Master Servicer as set forth in this Trust Agreement which failure continues unremedied for a period of thirty (30) days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Master Servicer by the Securities AdministratorTrustee or to the Master Servicer and Trustee by the holders of Certificates evidencing at least 25.00% of the Voting Rights; (c) failure by the Master Servicer to maintain its license to do business in any jurisdiction where the Mortgaged Premises are located if such license is required; (d) a decree or order of a court or agency or supervisory authority having jurisdiction for the appointment of a conservator or receiver or liquidator in any insolvency, bankruptcy, readjustment of debt, marshaling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against the Master Servicer and such decree or order shall have remained in force, undischarged or unstayed for a period of sixty (60) days; (ed) the Master Servicer shall consent to the appointment of a conservator or receiver or liquidator in any insolvency, bankruptcy, readjustment of debt, marshaling of assets and liabilities or similar proceedings of or relating to the Master Servicer or relating to all or substantially all of its property; (fe) the Master Servicer shall admit in writing its inability to pay its debts as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors, or voluntarily suspend payment of its obligations for three (3) Business Days; (gf) Except as otherwise set forth herein, the Master Servicer attempts to assign this Trust Agreement or its responsibilities hereunder or to delegate its duties hereunder (or any portion thereof) without the consent of the Trustee Securities Administrator and the Depositor; or; (hg) the indictment of the Master Servicer for the taking of any action by the Master Servicer, any employee thereof, any Affiliate or any director or employee thereof that constitutes fraud or criminal activity in the performance of its obligations under the Trust this Agreement, in each case, where such indictment materially and adversely affects the ability of the Master Servicer to perform its obligations under the Trust this Agreement (subject to the condition that such indictment is not dismissed within ninety (90) days); or (h) failure of the Master Servicer to timely provide the Depositor with the Assessment, Attestation and Annual Statement of Compliance required by Item 1122 of Regulation AB in accordance with Section 9. 02. In each and every such case, so long as a Master Servicer Event of Default shall not have been remedied, in addition to whatever rights the Trustee may have at law or equity to damages, including injunctive relief and specific performance, the Trustee, by notice in writing to the Master Servicer, may may, and upon the request of the Holders of Certificates representing at least 51.00% of the Voting Rights shall, terminate with cause all the rights and obligations of the Master Servicer under this Trust Agreement. Upon receipt by the Master Servicer of such written notice, all authority and power of the Master Servicer under this Trust Agreement, shall pass to and be vested in any successor master servicer appointed hereunder that which accepts such appointments. Upon written request from the Trustee or the Master ServicerDepositor, the Master Servicer shall prepare, execute and deliver to the successor entity designated by the Trustee pursuant to Section 8.06 any and all documents and other instruments related to the performance of its duties hereunder as the Master Servicer and, place in such successor’s possession all such documents, together with any Trustee Mortgage Loan Files related to any pool of Mortgage Loans documents with respect to which it acts as a successor servicer, the master servicing of the Mortgage Loans and do or cause to be done all other acts or things necessary or appropriate to effect the purposes of such notice of termination, at the Master Servicer’s sole expense. The Master Servicer shall cooperate with the Trustee and such successor master servicer in effecting the termination of the Master Servicer’s responsibilities and rights hereunder includinghereunder, including without limitation, the transfer to such successor master servicer for administration by it of all cash amounts that which shall at the time be credited to the Master Servicer Distribution Account or are thereafter received with respect to the Mortgage Loans. The Master Servicer being terminated shall bear and agrees to reimburse the Trustee and the successor master servicer from all costs, damages, expenses and liabilities incurred by them in connection with the transfer of master servicing, including but not limited to, legal fees and expenses, accounting fees and expenses. If the terminated Master Servicer does not pay any such costs and expenses within thirty (30) days of its receipt of an invoice therefore, the Trust shall reimburse the Trustee (or such successor master servicer therefor) and the Trustee shall be entitled to withdraw such reimbursement from amounts on deposit in the Certificate Account pursuant to Section 3.01(a)(iv); provided that the terminated Master Servicer shall reimburse the Trust for any such expense incurred by the Trust.