Common use of Monitoring of the Servicer Clause in Contracts

Monitoring of the Servicer. (a) The Master Servicer shall be responsible for reporting to the Trustee (on behalf of the Trust) and the Depositor the compliance by the Servicer with its duties under the Servicing Agreement. In the review of the Servicer’s activities, the Master Servicer may rely upon an officer’s certificate of the Servicer with regard to the Servicer’s compliance with the terms of its Servicing Agreement. In the event that the Master Servicer, in its judgment, determines that the Servicer should be terminated in accordance with its Servicing Agreement, or that a notice should be sent pursuant to the Servicing Agreement, with respect to the occurrence of an event that, unless cured, would constitute grounds for such termination, the Master Servicer shall notify the Depositor, the Trustee and the Servicing Rights Owner thereof and the Master Servicer shall issue such notice or take such other action as it deems appropriate and is consistent with Section 3.09(b) below. (b) The Master Servicer, for the benefit of the Trust and the Certificateholders, shall enforce the obligations of the Servicer under the Servicing Agreement. In the event that the Servicer fails to perform its obligations in accordance with the Servicing Agreement, subject to the paragraph (a) above, the Master Servicer shall terminate the rights and obligations of the Servicer thereunder and the Master Servicer shall act as servicer of the Mortgage Loans or enter into a new Servicing Agreement with a successor Servicer that is an Acceptable Successor Servicer selected by the Master Servicer, which the Master Servicer shall cause the Trustee to acknowledge; provided, however, it is understood and acknowledged by the parties hereto that (i) there will be a period of transition (not to exceed 90 days) before the actual servicing functions can be fully transferred to such successor Servicer and (ii) during the period in which any successor Servicer appointed by the Master Servicer services the Mortgage Loans, notwithstanding anything to the contrary in this Agreement or the Servicing Agreement, (a) such successor Servicer, including the Master Servicer if it is the successor Servicer, shall be entitled to the full amount of the Servicing Fee for the Mortgage Loans, and the Servicing Rights Owner shall not be entitled to any part of the Servicing Fee with respect to the Mortgage Loans and (b) such successor Servicer must assume all of the obligations of the terminated Servicer under the Servicing Agreement. Such enforcement, including, without limitation, the legal prosecution of claims, termination of the Servicing Agreement and the pursuit of other appropriate remedies, shall be in such form and carried out to such an extent and at such time as the Master Servicer, in its good faith business judgment, would require were it the owner of the related Mortgage Loans. The Master Servicer shall pay the costs of such enforcement at its own expense, provided that the Master Servicer shall not be required to prosecute or defend any legal action except to the extent that the Master Servicer shall have received reasonable indemnity for its costs and expenses in pursuing such action from the Trust Fund. Notwithstanding anything to the contrary herein, upon the termination of the Servicer for any reason whatsoever, the Servicing Rights Owner, as owner of the Servicing Rights, shall at times have the right to present the Master Servicer with a successor Servicer which the Master Servicer will not unreasonably fail to select as the successor Servicer, assuming that such servicer is an Acceptable Successor Servicer and that such servicer will assume all of the obligations of the terminated Servicer under the Servicing Agreement. (c) To the extent that the costs and expenses of the Master Servicer related to any termination of the Servicer, appointment of a successor Servicer or the transfer and assumption of servicing by the Master Servicer or a successor Servicer with respect to the Servicing Agreement (including, without limitation, (i) all legal costs and expenses and all due diligence costs and expenses associated with an evaluation of the potential termination of the Servicer as a result of an event of default by the Servicer and (ii) all costs and expenses associated with the complete transfer of servicing, including all servicing files and all servicing data and the completion, correction or manipulation of such servicing data as may be required by the successor servicer to correct any errors or insufficiencies in the servicing data or otherwise to enable the successor service to service the Mortgage Loans in accordance with the Servicing Agreement) are not fully and timely reimbursed by the terminated Servicer or the Servicing Rights Owner, the Master Servicer shall be entitled to reimbursement of such costs and expenses from the Distribution Account. (d) The Master Servicer shall require the Servicer to comply with the remittance requirements and other obligations set forth in the Servicing Agreement. (e) If the Master Servicer acts as Servicer, it will not assume liability for the representations and warranties of the predecessor Servicer, if any, that it replaces or for any errors, acts or omissions of such predecessor Servicer occurring prior to the termination of the Servicer; provided, however, the Master Servicer shall not be relieved of its liability, if any, as Master Servicer under this Section 3.09(e). (f) It is understood and acknowledged by the parties hereto that, under the Servicing Agreement, the Servicer has the right to resign as Servicer in accordance with the provisions of the Servicing Agreement, provided that (i) the Servicing Rights Owner consents to such resignation, and (ii) a successor Servicer is appointed by the Servicing Rights Owner which (a) is an Acceptable Successor Servicer and (b) which has assumed all of the obligations of the terminated Servicer under the Servicing Agreement. (g) It is understood and acknowledged by the parties hereto that, subject to the provision of 3.09(b) of this agreement, under the Servicing Agreement, the Servicing Rights Owner has the right to terminate the Servicer, without cause, in accordance with the provisions of the Servicing Agreement, provided that a successor Servicer is appointed which (a) is an Acceptable Successor Servicer and (b) which has assumed all of the obligations of the terminated Servicer under the Servicing Agreement. Any termination fees owed to the Servicer and any reasonable costs and expenses of the Master Servicer incurred in connection with such termination and transfer of servicing shall be paid by the Servicing Rights Owner.

Monitoring of the Servicer. (a) The Master Servicer Servicing Administrator shall be responsible for reporting to the Trustee (on behalf of the Trust) and the Depositor monitoring the compliance by the Servicer with its duties under the Servicing this Agreement. In the review of the Servicer’s 's activities, the Master Servicer Servicing Administrator may rely upon an officer’s certificate Officer's Certificate of the Servicer with regard to the Servicer’s 's compliance with the terms of its Servicing this Agreement. In the event that the Master ServicerServicing Administrator, in its judgment, determines that the Servicer should be terminated in accordance with its Servicing Agreementthe terms hereof, or that a notice should be sent pursuant to the Servicing Agreement, terms hereof with respect to the occurrence of an event that, unless cured, would constitute grounds for such terminationa Servicer Event of Default, the Master Servicer Servicing Administrator shall notify the DepositorSeller, the Securities Administrator, the Backup Servicer and the Trustee thereof and the Servicing Rights Owner thereof and the Master Servicer Administrator shall issue such notice or take such other action as it deems appropriate and is consistent with Section 3.09(b) belowappropriate. (b) The Master ServicerServicing Administrator, for the benefit of the Trust Trustee, the Securities Administrator, the Certificate Insurer and the Certificateholders, shall enforce the obligations of the Servicer under the Servicing this Agreement. In , and shall, in the event that the Servicer fails to perform its obligations in accordance with the Servicing this Agreement, subject to the preceding paragraph (a) aboveand Article IX, cause the Master Servicer shall Trustee to terminate the rights and obligations of the Servicer thereunder and hereunder in accordance with the Master Servicer shall act as servicer provisions of the Mortgage Loans or enter into a new Servicing Agreement with a successor Servicer that is an Acceptable Successor Servicer selected by the Master Servicer, which the Master Servicer shall cause the Trustee to acknowledge; provided, however, it is understood and acknowledged by the parties hereto that (i) there will be a period of transition (not to exceed 90 days) before the actual servicing functions can be fully transferred to such successor Servicer and (ii) during the period in which any successor Servicer appointed by the Master Servicer services the Mortgage Loans, notwithstanding anything to the contrary in this Agreement or the Servicing Agreement, (a) such successor Servicer, including the Master Servicer if it is the successor Servicer, shall be entitled to the full amount of the Servicing Fee for the Mortgage Loans, and the Servicing Rights Owner shall not be entitled to any part of the Servicing Fee with respect to the Mortgage Loans and (b) such successor Servicer must assume all of the obligations of the terminated Servicer under the Servicing AgreementArticle IX. Such enforcement, including, without limitation, the legal prosecution of claims, termination of the Servicing Agreement claims and the pursuit of other appropriate remedies, shall be in such form and carried out to such an extent and at such time as the Master ServicerServicing Administrator, in its good faith business judgment, would require were it the owner of the related Mortgage Loans. The Master Servicer Servicing Administrator shall pay the costs of such enforcement at its own expense, provided that the Master Servicer Servicing Administrator shall not be required to prosecute or defend any legal action except to the extent that the Master Servicer Servicing Administrator shall have received reasonable indemnity for its costs and expenses in pursuing such action from the Trust Fund. Notwithstanding anything to the contrary herein, upon the termination of the Servicer for any reason whatsoever, the Servicing Rights Owner, as owner of the Servicing Rights, shall at times have the right to present the Master Servicer with a successor Servicer which the Master Servicer will not unreasonably fail to select as the successor Servicer, assuming that such servicer is an Acceptable Successor Servicer and that such servicer will assume all of the obligations of the terminated Servicer under the Servicing Agreementaction. (c) To the extent that the costs and expenses of the Master Servicer Servicing Administrator related to any the termination of the Servicer, appointment of a successor Servicer or the transfer and assumption of the servicing by the Master Backup Servicer or a successor Servicer with respect to the Servicing Agreement (including, without limitation, (i) all legal costs and expenses and all due diligence costs and expenses associated with an evaluation of the potential termination of the Servicer as a result of an event a Servicer Event of default by the Servicer Default and (ii) all costs and expenses associated with the complete transfer of servicing, including all servicing files and all servicing data and the completion, correction or manipulation of such servicing data as may be required by the successor servicer to correct any errors or insufficiencies in the servicing data or otherwise to enable the successor service servicer to service the Mortgage Loans in accordance with the Servicing this Agreement) are not fully and timely reimbursed by the terminated Servicer or Servicer, the Servicing Rights Owner, the Master Servicer Administrator shall be entitled to reimbursement of such costs and expenses from the Distribution Servicing Administrator Collection Account. (d) The Master Servicer Servicing Administrator shall require the Servicer to comply with the remittance requirements and other obligations set forth in the Servicing this Agreement. (e) If the Master Servicer Servicing Administrator acts as successor Servicer, it will not assume liability for the representations and warranties of the predecessor terminated Servicer, if any, that it replaces or for any errors, acts or omissions of such predecessor Servicer occurring prior to the termination of the Servicer; provided, however, the Master Servicer shall not be relieved of its liability, if any, as Master Servicer under this Section 3.09(e). (f) It is understood and acknowledged by the parties hereto that, under the Servicing Agreement, the Servicer has the right to resign as Servicer in accordance with the provisions of the Servicing Agreement, provided that (i) the Servicing Rights Owner consents to such resignation, and (ii) a successor Servicer is appointed by the Servicing Rights Owner which (a) is an Acceptable Successor Servicer and (b) which has assumed all of the obligations of the terminated Servicer under the Servicing Agreement. (g) It is understood and acknowledged by the parties hereto that, subject to the provision of 3.09(b) of this agreement, under the Servicing Agreement, the Servicing Rights Owner has the right to terminate the Servicer, without cause, in accordance with the provisions of the Servicing Agreement, provided that a successor Servicer is appointed which (a) is an Acceptable Successor Servicer and (b) which has assumed all of the obligations of the terminated Servicer under the Servicing Agreement. Any termination fees owed to the Servicer and any reasonable costs and expenses of the Master Servicer incurred in connection with such termination and transfer of servicing shall be paid by the Servicing Rights Owner.

Monitoring of the Servicer. (a) The Master Servicer shall be responsible for reporting to the Trustee (on behalf of the Trust) and the Depositor monitoring the compliance by the Servicer with its duties under the Servicing this Agreement. In the review of the Servicer’s activities, the Master Servicer may rely upon an officer’s certificate of the Servicer with regard to the Servicer’s its compliance with the terms of its Servicing this Agreement. In the event that the Master Servicer, in its judgment, determines that the Servicer should be terminated in accordance with its Servicing this Agreement, or that a notice should be sent pursuant to the Servicing Agreement, this Agreement with respect to the occurrence of an event that, unless cured, would constitute grounds for such termination, the Master Servicer shall notify the Depositor, Sponsor and the Trustee and the Servicing Rights Owner thereof and the Master Servicer shall issue such notice or take such other action as it deems appropriate and is consistent with Section 3.09(b) below. (b) appropriate. The Master Servicer, for the benefit of the Trust Trustee and the Certificateholders, shall enforce the obligations of the Servicer under the Servicing this Agreement. In , and shall, in the event that the Servicer fails to perform its obligations in accordance with the Servicing this Agreement, subject to the paragraph (a) abovethis Section and Article VIII, the Master Servicer shall terminate the rights and obligations of the Servicer thereunder and hereunder in accordance with the provisions of Article VIII. The Master Servicer shall act as servicer the Successor Servicer of the Mortgage Loans or enter into in to a new Servicing Agreement servicing agreement with a successor Servicer that is an Acceptable Successor Servicer selected by the Master Servicer, which the Master Servicer shall cause the Trustee to acknowledge; provided, however, it is understood and acknowledged by the parties hereto that (i) there will be a period of transition (not to exceed 90 ninety (90) days) before the actual servicing functions can be fully transferred to such successor Servicer and (ii) during the period in which any successor Servicer appointed by the Master Servicer services the Mortgage Loans, notwithstanding anything to the contrary in this Agreement or the Servicing Agreement, (a) such successor Successor Servicer, including the Master Servicer if it is the successor Servicer, shall be entitled to the full amount of the Servicing Fee for the Mortgage Loans, and the Servicing Rights Owner shall not be entitled to any part of the Servicing Fee with respect to the Mortgage Loans and (b) such successor Servicer must assume all of the obligations of the terminated Servicer under the Servicing Agreement. Such enforcement, including, without limitation, the legal prosecution of claims, termination of the Servicing Agreement claims and the pursuit of other appropriate remedies, shall be in such form and carried out to such an extent and at such time as the Master Servicer, in its good faith business judgment, would require were it the owner of the related Mortgage Loans. The Master Servicer shall pay the costs of such enforcement at its own expense, provided that the Master Servicer shall not be required to prosecute or defend any legal action except to the extent that the Master Servicer shall have received reasonable indemnity reasonably acceptable to it for its costs and expenses in pursuing such action from the Trust Fundaction. Notwithstanding anything to the contrary herein, upon the termination of the Servicer for any reason whatsoever, the Servicing Rights Owner, as owner of the Servicing Rights, shall at times have the right to present the Master Servicer with a successor Servicer which the Master Servicer will not unreasonably fail to select as the successor Servicer, assuming that such servicer is an Acceptable Successor Servicer and that such servicer will assume all of the obligations of the terminated Servicer under the Servicing Agreement. (c) To the extent that the costs and expenses of the Master Servicer related to any the termination of the Servicer, appointment of a successor Successor Servicer or the transfer and assumption of servicing by the Master Servicer or a successor Servicer with respect to the Servicing Agreement (including, without limitation, (i) all legal costs and expenses and all due diligence costs and expenses associated with an evaluation of the potential termination of the Servicer as a result of an event of default by the Servicer and (ii) all costs and expenses associated with the complete transfer of servicing, including all servicing files and all servicing data and the completion, correction or manipulation of such servicing data as may be required by the successor servicer Successor Servicer to correct any errors or insufficiencies in the servicing data or otherwise to enable the successor service Successor Servicer to service the Mortgage Loans in accordance with the Servicing this Agreement) are not fully and timely reimbursed by the terminated Servicer or the Servicing Rights OwnerServicer, the Master Servicer shall be entitled to reimbursement of such costs and expenses from the Distribution Account. (d) . The Master Servicer shall require the Servicer to comply with the remittance requirements and other obligations set forth in the Servicing this Agreement. (e) . If the Master Servicer acts as Successor Servicer, it will shall not assume liability for the representations and warranties of the predecessor Servicer, if any, that it replaces or for any errors, acts or omissions of such predecessor Servicer occurring prior to the termination of the Servicer; provided, however, the Master Servicer shall not be relieved of its liability, if any, as Master Servicer under this Section 3.09(e)replaces. (f) It is understood and acknowledged by the parties hereto that, under the Servicing Agreement, the Servicer has the right to resign as Servicer in accordance with the provisions of the Servicing Agreement, provided that (i) the Servicing Rights Owner consents to such resignation, and (ii) a successor Servicer is appointed by the Servicing Rights Owner which (a) is an Acceptable Successor Servicer and (b) which has assumed all of the obligations of the terminated Servicer under the Servicing Agreement. (g) It is understood and acknowledged by the parties hereto that, subject to the provision of 3.09(b) of this agreement, under the Servicing Agreement, the Servicing Rights Owner has the right to terminate the Servicer, without cause, in accordance with the provisions of the Servicing Agreement, provided that a successor Servicer is appointed which (a) is an Acceptable Successor Servicer and (b) which has assumed all of the obligations of the terminated Servicer under the Servicing Agreement. Any termination fees owed to the Servicer and any reasonable costs and expenses of the Master Servicer incurred in connection with such termination and transfer of servicing shall be paid by the Servicing Rights Owner.

Monitoring of the Servicer. (a) The Master Servicer shall be responsible for reporting to the Trustee (on behalf of the Trust) ), the Certificate Insurer and the Depositor the compliance by the Servicer with its duties under the Servicing Agreement. In the review of the Servicer’s activities, the Master Servicer may rely upon an officer’s certificate of the Servicer with regard to the Servicer’s compliance with the terms of its Servicing Agreement. In the event that the Master Servicer, in its judgment, determines that the Servicer should be terminated in accordance with its Servicing Agreement, or that a notice should be sent pursuant to the Servicing Agreement, Agreement with respect to the occurrence of an event that, unless cured, would constitute grounds for such termination, the Master Servicer shall notify the Depositor, the Trustee Certificate Insurer and the Servicing Rights Owner Trustee thereof and the Master Servicer shall issue such notice or take such other action as it deems appropriate and is consistent with Section 3.09(b) belowappropriate. (b) The Master Servicer, for the benefit of the Trust Trust, the Certificateholders and the CertificateholdersCertificate Insurer, shall enforce the obligations of the Servicer under the Servicing Agreement. In , and shall, in the event that the Servicer fails to perform its obligations in accordance with the Servicing Agreement, subject to the paragraph (a) abovepreceding paragraph, the Master Servicer shall terminate the rights and obligations of the Servicer thereunder and the Master Servicer shall act as servicer of the related Mortgage Loans or enter into a new Servicing Agreement with a successor Servicer that is an Acceptable Successor Servicer selected by the Master Servicer, Servicer which the Master Servicer shall cause the Trustee to acknowledge; provided, however, it is understood and acknowledged by the parties hereto that (i) there will be a period of transition (not to exceed 90 days) before the actual servicing functions can be fully transferred to such successor Servicer and (ii) during the period in which any successor Servicer appointed by the Master Servicer services the Mortgage Loans, notwithstanding anything to the contrary in this Agreement or the Servicing Agreement, (a) such successor Servicer, including the Master Servicer if it is the successor Servicer, shall be entitled to the full amount of the Servicing Fee for the Mortgage Loans, and the Servicing Rights Owner shall not be entitled to any part of the Servicing Fee with respect to the Mortgage Loans and (b) such successor Servicer must assume all of the obligations of the terminated Servicer under the Servicing Agreement. Such enforcement, including, without limitation, the legal prosecution of claims, termination of the Servicing Agreement Agreements and the pursuit of other appropriate remedies, shall be in such form and carried out to such an extent and at such time as the Master Servicer, in its good faith business judgment, would require were it the owner of the related Mortgage Loans. The Master Servicer shall pay the costs of such enforcement at its own expense, provided that the Master Servicer shall not be required to prosecute or defend any legal action except to the extent that the Master Servicer shall have received reasonable indemnity for its costs and expenses in pursuing such action from the Trust Fund. Notwithstanding anything to the contrary herein, upon the termination of the Servicer for any reason whatsoever, the Servicing Rights Owner, as owner of the Servicing Rights, shall at times have the right to present the Master Servicer with a successor Servicer which the Master Servicer will not unreasonably fail to select as the successor Servicer, assuming that such servicer is an Acceptable Successor Servicer and that such servicer will assume all of the obligations of the terminated Servicer under the Servicing Agreement. (c) To the extent that the costs and expenses of the Master Servicer related to any termination of the Servicer, appointment of a successor Servicer or the transfer and assumption of servicing by the Master Servicer or a successor Servicer with respect to the Servicing Agreement (including, without limitation, (i) all legal costs and expenses and all due diligence costs and expenses associated with an evaluation of the potential termination of the Servicer as a result of an event of default by the Servicer and (ii) all costs and expenses associated with the complete transfer of servicing, including all servicing files and all servicing data and the completion, correction or manipulation of such servicing data as may be required by the successor servicer to correct any errors or insufficiencies in the servicing data or otherwise to enable the successor service to service the Mortgage Loans in accordance with the Servicing Agreement) are not fully and timely reimbursed by the terminated Servicer or the Servicing Rights OwnerServicer, the Master Servicer shall be entitled to reimbursement of such costs and expenses from the Distribution Account. (d) The Master Servicer shall require the Servicer to comply with the remittance requirements and other obligations set forth in the Servicing Agreement. (e) If the Master Servicer acts as Servicer, it will not assume liability for the representations and warranties of the predecessor Servicer, if any, that it replaces or for any errors, acts or omissions of such predecessor Servicer occurring prior to the termination of the Servicer; provided, however, the Master Servicer shall not be relieved of its liability, if any, as Master Servicer under this Section 3.09(e). (f) It is understood and acknowledged by the parties hereto that, under the Servicing Agreement, the Servicer has the right to resign as Servicer in accordance with the provisions of the Servicing Agreement, provided that (i) the Servicing Rights Owner consents to such resignation, and (ii) a successor Servicer is appointed by the Servicing Rights Owner which (a) is an Acceptable Successor Servicer and (b) which has assumed all of the obligations of the terminated Servicer under the Servicing Agreement. (g) It is understood and acknowledged by the parties hereto that, subject to the provision of 3.09(b) of this agreement, under the Servicing Agreement, the Servicing Rights Owner has the right to terminate the Servicer, without cause, in accordance with the provisions of the Servicing Agreement, provided that a successor Servicer is appointed which (a) is an Acceptable Successor Servicer and (b) which has assumed all of the obligations of the terminated Servicer under the Servicing Agreement. Any termination fees owed to the Servicer and any reasonable costs and expenses of the Master Servicer incurred in connection with such termination and transfer of servicing shall be paid by the Servicing Rights Owner.

Monitoring of the Servicer. (a) The Master Servicer shall be responsible for reporting to the Trustee (on behalf of the Trust) and the Depositor monitoring the compliance by the Servicer with its duties under the Servicing this Agreement. In the review of the Servicer’s activities, the Master Servicer may rely upon an officer’s certificate of the Servicer with regard to the Servicer’s its compliance with the terms of its Servicing this Agreement. In the event that the Master Servicer, in its judgment, determines that the Servicer should be terminated in accordance with its Servicing this Agreement, or that a notice should be sent pursuant to the Servicing Agreement, this Agreement with respect to the occurrence of an event that, unless cured, would constitute grounds for such termination, the Master Servicer shall notify the Depositor, Sponsor and the Trustee and the Servicing Rights Owner thereof and the Master Servicer shall issue such notice or take such other action as it deems appropriate and is consistent with Section 3.09(b) below. (b) appropriate. The Master Servicer, for the benefit of the Trust Trustee and the Certificateholders, shall enforce the obligations of the Servicer under this Agreement, and the Servicing Agreement. In Master Servicer shall, in the event that the Servicer fails to perform its obligations in accordance with the Servicing this Agreement, subject to the paragraph (a) abovethis Section and Article VIII, the Master Servicer shall terminate the rights and obligations of the Servicer thereunder and hereunder in accordance with the provisions of Article VIII. Upon such termination, the Master Servicer shall act as servicer of the Mortgage Loans or enter into in to a new Servicing Agreement servicing agreement with a successor Servicer that is an Acceptable Successor Servicer selected by the Master Servicer, which the Master Servicer shall cause the Trustee to acknowledge; provided, however, it is understood and acknowledged by the parties hereto that (i) there will be a period of transition (not to exceed 90 days) before the actual servicing functions can be fully transferred to such successor Servicer and (ii) during the period in which any successor Servicer appointed by the Master Servicer services the Mortgage Loans, notwithstanding anything to the contrary in this Agreement or the Servicing Agreement, (a) such successor Servicer, including the Master Servicer if it is the successor Trustee or such Successor Servicer, shall be entitled to the full amount of the Servicing Fee for the Mortgage Loans, and the Servicing Rights Owner shall not be entitled to any part of the Servicing Fee with respect to the Mortgage Loans and (b) such successor Servicer must assume all of the obligations of the terminated Servicer under the Servicing Agreement. Such enforcement, including, without limitation, the legal prosecution of claims, termination of the Servicing Agreement claims and the pursuit of other appropriate remedies, shall be in such form and carried out to such an extent and at such time as the Master Servicer, in its good faith business judgment, would require were it the owner of the related Mortgage Loans. The Master Servicer shall pay the costs of such enforcement at its own expenseenforcement, provided that no provision of this Agreement shall require the Master Servicer shall not be required to prosecute expend or defend risk its own funds or otherwise incur any legal action except to financial liability in the extent that performance of any of its duties hereunder, or in the Master Servicer exercise of any of its rights or powers, if it shall have received reasonable grounds for believing that repayment of such funds or adequate indemnity for its costs and expenses in pursuing against such action from the Trust Fundrisk or liability is not reasonably assured to it. Notwithstanding anything to the contrary herein, upon the termination of the Servicer for any reason whatsoever, the Servicing Rights Owner, as owner of the Servicing Rights, shall at times have the right to present the Master Servicer with a successor Servicer which the Master Servicer will not unreasonably fail to select as the successor Servicer, assuming that such servicer is an Acceptable Successor Servicer and that such servicer will assume all of the obligations of the terminated Servicer under the Servicing Agreement. (c) To the extent that the costs and expenses of the Master Servicer related to any the termination of the Servicer, appointment of a successor Successor Servicer or the transfer and assumption of servicing by the Master Servicer or a successor Servicer with respect to the Servicing Agreement (including, without limitation, (i) all legal costs and expenses and all due diligence costs and expenses associated with an evaluation of the potential termination of the Servicer as a result of an event of default by the a Servicer Default and (ii) all costs and expenses associated with the complete transfer of servicing, including all servicing files and all servicing data and the completion, correction or manipulation of such servicing data as may be required by the successor servicer Successor Servicer to correct any errors or insufficiencies in the servicing data or otherwise to enable the successor service Successor Servicer to service the Mortgage Loans in accordance with the Servicing this Agreement) are not fully and timely reimbursed by the terminated Servicer or the Servicing Rights OwnerServicer, the Master Servicer shall be entitled to reimbursement of such costs and expenses from the Distribution Account. (d) . The Master Servicer shall require the Servicer to comply with the remittance requirements and other obligations set forth in the Servicing this Agreement. (e) . If the Master Servicer acts as Successor Servicer, it will shall not assume liability for the representations and warranties of the predecessor Servicer, if any, Servicer that it replaces or for any errors, acts or omissions of such predecessor Servicer occurring prior to the termination of the Servicer; provided, however, the Master Servicer shall not be relieved of its liability, if any, as Master Servicer under this Section 3.09(e)replaces. (f) It is understood and acknowledged by the parties hereto that, under the Servicing Agreement, the Servicer has the right to resign as Servicer in accordance with the provisions of the Servicing Agreement, provided that (i) the Servicing Rights Owner consents to such resignation, and (ii) a successor Servicer is appointed by the Servicing Rights Owner which (a) is an Acceptable Successor Servicer and (b) which has assumed all of the obligations of the terminated Servicer under the Servicing Agreement. (g) It is understood and acknowledged by the parties hereto that, subject to the provision of 3.09(b) of this agreement, under the Servicing Agreement, the Servicing Rights Owner has the right to terminate the Servicer, without cause, in accordance with the provisions of the Servicing Agreement, provided that a successor Servicer is appointed which (a) is an Acceptable Successor Servicer and (b) which has assumed all of the obligations of the terminated Servicer under the Servicing Agreement. Any termination fees owed to the Servicer and any reasonable costs and expenses of the Master Servicer incurred in connection with such termination and transfer of servicing shall be paid by the Servicing Rights Owner.

Monitoring of the Servicer. (a) The Master Servicer shall be responsible for reporting to the Trustee (on behalf of the Trust) and the Depositor the compliance by the Servicer with its duties under the Countrywide Servicing Agreement. In the review of the Servicer’s 's activities, the Master Servicer may rely upon an officer’s 's certificate of the Servicer (or similar document signed by an officer of the Servicer) with regard to the Servicer’s 's compliance with the terms of its the Countrywide Servicing Agreement. In the event that the Master Servicer, in its judgment, determines that the Servicer should be terminated in accordance with its the Countrywide Servicing Agreement, or that a notice should be sent pursuant to the Countrywide Servicing Agreement, Agreement with respect to the occurrence of an event that, unless cured, would constitute grounds for such termination, the Master Servicer shall notify the Depositor, Depositor and the Trustee and the Servicing Rights Owner thereof and the Master Servicer shall issue such notice or take such other action as it deems appropriate and is consistent with Section 3.09(b) belowappropriate. (b) The Master Servicer, for the benefit of the Trust Trustee and the Certificateholders, shall enforce the obligations of the Servicer under the Countrywide Servicing Agreement. In , and shall, in the event that the Servicer fails to perform its obligations in accordance with the Countrywide Servicing Agreement, subject to the paragraph (a) abovepreceding paragraph, the Master Servicer shall terminate the rights and obligations of the Servicer thereunder and the Master Servicer shall act as servicer of the Mortgage Loans or cause the Trustee to enter into a new Servicing Agreement with a successor Servicer that is an Acceptable Successor Servicer selected by the Master Servicer, which the Master Servicer shall cause the Trustee to acknowledge; provided, however, it is understood and acknowledged by the parties hereto that (i) there will be a period of transition (not to exceed 90 days) before the actual servicing functions can be fully transferred to such successor Servicer and (ii) during the period in which any successor Servicer appointed by the Master Servicer services the Mortgage Loans, notwithstanding anything to the contrary in this Agreement or the Servicing Agreement, (a) such successor Servicer, including the Master Servicer if it is the successor Servicer, shall be entitled to the full amount of the Servicing Fee for the Mortgage Loans, and the Servicing Rights Owner shall not be entitled to any part of the Servicing Fee with respect to the Mortgage Loans and (b) such successor Servicer must assume all of the obligations of the terminated Servicer under the Servicing Agreement. Such enforcement, including, without limitation, the legal prosecution of claims, termination of the Countrywide Servicing Agreement and the pursuit of other appropriate remedies, shall be in such form and carried out to such an extent and at such time as the Master Servicer, in its good faith business judgment, would require were it the owner of the related Mortgage Loans. The Master Servicer shall pay the costs of such enforcement at its own expense, provided that the Master Servicer shall not be required to prosecute or defend any legal action except to the extent that the Master Servicer shall have received reasonable indemnity for its costs and expenses in pursuing such action from the Trust Fund. Notwithstanding anything to the contrary herein, upon the termination of the Servicer for any reason whatsoever, the Servicing Rights Owner, as owner of the Servicing Rights, shall at times have the right to present the Master Servicer with a successor Servicer which the Master Servicer will not unreasonably fail to select as the successor Servicer, assuming that such servicer is an Acceptable Successor Servicer and that such servicer will assume all of the obligations of the terminated Servicer under the Servicing Agreementaction. (c) To the extent that the costs and expenses of the Master Servicer related to any termination of the Servicer, appointment of a successor Servicer or the transfer and assumption of servicing by the Master Servicer or a successor Servicer with respect to the Countrywide Servicing Agreement (including, without limitation, (i) all legal costs and expenses and all due diligence costs and expenses associated with an evaluation of the potential termination of the Servicer as a result of an event of default by the Servicer and (ii) all costs and expenses associated with the complete transfer of servicing, including all servicing files and all servicing data and the completion, correction or manipulation of such servicing data as may be required by the successor servicer to correct any errors or insufficiencies in the servicing data or otherwise to enable the successor service servicer to service the Mortgage Loans in accordance with the Countrywide Servicing Agreement) are not fully and timely reimbursed by the terminated Servicer or the Servicing Rights OwnerServicer, the Master Servicer shall be entitled to reimbursement of such costs and expenses from the Distribution Account. (d) The Master Servicer shall require the Servicer to comply with the remittance requirements and other obligations set forth in the Countrywide Servicing Agreement, including the Assignment Agreement. The Master Servicer shall enforce the obligation of the Servicer pursuant to the Countrywide Servicing Agreement to provide it with the annual officer's certificate of compliance and annual independent accountants' servicing reports, as well as back-up certifications to each Master Servicer Certification pursuant to Section 3.18. (e) If the Master Servicer acts as Servicer, it will not assume liability for the representations and warranties of the predecessor Servicer, if any, that it replaces or for any errors, acts or omissions of such predecessor Servicer occurring prior to the termination of the Servicer; provided, however, the Master Servicer shall not be relieved of its liability, if any, as Master Servicer under this Section 3.09(e)replaces. (f) It is understood and acknowledged by the parties hereto that, under the Servicing Agreement, the Servicer has the right to resign as Servicer in accordance with the provisions of the Servicing Agreement, provided that (i) the Servicing Rights Owner consents to such resignation, and (ii) a successor Servicer is appointed by the Servicing Rights Owner which (a) is an Acceptable Successor Servicer and (b) which has assumed all of the obligations of the terminated Servicer under the Servicing Agreement. (g) It is understood and acknowledged by the parties hereto that, subject to the provision of 3.09(b) of this agreement, under the Servicing Agreement, the Servicing Rights Owner has the right to terminate the Servicer, without cause, in accordance with the provisions of the Servicing Agreement, provided that a successor Servicer is appointed which (a) is an Acceptable Successor Servicer and (b) which has assumed all of the obligations of the terminated Servicer under the Servicing Agreement. Any termination fees owed to the Servicer and any reasonable costs and expenses of the Master Servicer incurred in connection with such termination and transfer of servicing shall be paid by the Servicing Rights Owner.

Monitoring of the Servicer. (a) The Master Servicer shall be responsible for reporting to the Issuer, the Securities Administrator, the Indenture Trustee, the Owner Trustee (on behalf of the Trust) and the Depositor the compliance by the Servicer with its duties under the ECC Capital Servicing Agreement. In the review of the Servicer’s activities, the Master Servicer may rely upon an officer’s certificate of the Servicer (or similar document signed by an officer of the Servicer) with regard to the Servicer’s compliance with the terms of its the ECC Capital Servicing Agreement. In the event that the Master Servicer, in its judgment, determines that the Servicer should be terminated in accordance with its the ECC Capital Servicing Agreement, or that a notice should be sent pursuant to the Servicing Agreement, Agreement with respect to the occurrence of an event that, unless cured, would constitute grounds for such termination, the Master Servicer shall notify the Depositor, the Trustee Issuer, the Securities Administrator and the Servicing Rights Owner Indenture Trustee thereof and the Master Servicer shall issue such notice or take such other action as it deems appropriate and is consistent with Section 3.09(b) belowappropriate. (b) The Master Servicer, for the benefit of the Trust Issuer, the Securities Administrator, the Indenture Trustee and the CertificateholdersNoteholders and the holders of the Owner Trust Certificates, shall enforce the obligations of the Servicer under the ECC Credit Servicing Agreement. In , and shall, in the event that the Servicer fails to perform its obligations in accordance with the ECC Capital Servicing Agreement, subject to the paragraph (a) abovepreceding paragraph, the Master Servicer shall terminate the rights and obligations of the Servicer thereunder and the Master Servicer shall act as servicer of the related Mortgage Loans or cause the Issuer to enter into in to a new Servicing Agreement servicing agreement with a successor Servicer that is an Acceptable Successor Servicer servicer selected by the Master Servicer, which the Master Servicer shall cause the Trustee to acknowledge; provided, however, it is understood and acknowledged by the parties hereto that (i) there will be a period of transition (not to exceed 90 days) before the actual servicing functions can be fully transferred to such successor Servicer and (ii) during the period in which any successor Servicer appointed by the Master Servicer services the Mortgage Loans, notwithstanding anything to the contrary in this Agreement or the Servicing Agreement, (a) such successor Servicer, including the Master Servicer if it is the successor Servicer, shall be entitled to the full amount of the Servicing Fee for the Mortgage Loans, and the Servicing Rights Owner shall not be entitled to any part of the Servicing Fee with respect to the Mortgage Loans and (b) such successor Servicer must assume all of the obligations of the terminated Servicer under the Servicing Agreementservicer. Such enforcement, including, without limitation, the legal prosecution of claims, termination of the ECC Capital Servicing Agreement and the pursuit of other appropriate remedies, shall be in such form and carried out to such an extent and at such time as the Master Servicer, in its good faith business judgment, would require were it the owner of the related Mortgage Loans. The Master Servicer shall pay the costs of such enforcement at its own expense, provided that the Master Servicer shall not be required to prosecute or defend any legal action except to the extent that the Master Servicer shall have received reasonable indemnity from any other party to this Servicing Agreement for its costs and expenses in pursuing such action from the Trust Fund. Notwithstanding anything to the contrary herein, upon the termination of the Servicer for any reason whatsoever, the Servicing Rights Owner, as owner of the Servicing Rights, shall at times have the right to present the Master Servicer with a successor Servicer which the Master Servicer will not unreasonably fail to select as the successor Servicer, assuming that such servicer is an Acceptable Successor Servicer and that such servicer will assume all of the obligations of the terminated Servicer under the Servicing Agreementaction. (c) To the extent that the costs and expenses of the Master Servicer related to any termination of the Servicer, appointment of a successor Servicer servicer or the transfer and assumption of servicing by the Master Servicer or a successor Servicer with respect to the ECC Capital Servicing Agreement (including, without limitation, (i) all legal costs and expenses and all due diligence costs and expenses associated with an evaluation of the potential termination of the Servicer as a result of an event of default by the Servicer and (ii) all costs and expenses associated with the complete transfer of servicing, including all servicing files and all servicing data and the completion, correction or manipulation of such servicing data as may be required by the successor servicer to correct any errors or insufficiencies in the servicing data or otherwise to enable the successor service to service the Mortgage Loans in accordance with the ECC Capital Servicing Agreement) are not fully and timely reimbursed by the terminated Servicer or the Servicing Rights OwnerServicer, the Master Servicer shall be entitled to reimbursement of such costs and expenses from the Distribution Payment Account. (d) The Master Servicer shall require the Servicer to comply with the remittance requirements and other obligations set forth in the ECC Capital Servicing Agreement. (e) If the Master Servicer acts as Servicer, it will not assume liability for the representations and warranties of the predecessor Servicer, if any, Servicer that it replaces or for any errors, acts or omissions of such predecessor Servicer occurring prior to the termination of the Servicer; provided, however, the Master Servicer shall not be relieved of its liability, if any, as Master Servicer under this Section 3.09(e)replaces. (f) It is understood and acknowledged by the parties hereto that, under the Servicing Agreement, the Servicer has the right to resign as Servicer in accordance with the provisions of the Servicing Agreement, provided that (i) the Servicing Rights Owner consents to such resignation, and (ii) a successor Servicer is appointed by the Servicing Rights Owner which (a) is an Acceptable Successor Servicer and (b) which has assumed all of the obligations of the terminated Servicer under the Servicing Agreement. (g) It is understood and acknowledged by the parties hereto that, subject to the provision of 3.09(b) of this agreement, under the Servicing Agreement, the Servicing Rights Owner has the right to terminate the Servicer, without cause, in accordance with the provisions of the Servicing Agreement, provided that a successor Servicer is appointed which (a) is an Acceptable Successor Servicer and (b) which has assumed all of the obligations of the terminated Servicer under the Servicing Agreement. Any termination fees owed to the Servicer and any reasonable costs and expenses of the Master Servicer incurred in connection with such termination and transfer of servicing shall be paid by the Servicing Rights Owner.

Monitoring of the Servicer. (a) The Master Servicer shall be responsible for reporting to the Trustee (on behalf of the Trust) and the Depositor monitoring the compliance by the Servicer with its respective duties under the Servicing this Agreement. In the review of the Servicer’s activities, the Master Servicer may rely upon an officer’s certificate of the Servicer with regard to the Servicer’s compliance with the terms of its Servicing this Agreement. In the event that the Master Servicer, in its judgment, determines that the Servicer should be terminated in accordance with its Servicing Agreement, this Agreement or that a notice should be sent pursuant to the Servicing Agreement, this Agreement with respect to the occurrence of an event that, unless cured, would constitute grounds for such termination, the Master Servicer shall notify the Depositor, Sponsor and the Trustee and the Servicing Rights Owner thereof and the Master Servicer shall issue such notice or take such other action as it deems appropriate and is consistent with Section 3.09(b) below. (b) appropriate. The Master Servicer, for the benefit of the Trust Trustee, the Certificateholders and the CertificateholdersCertificate Insurer, shall enforce the obligations of the Servicer under this Agreement, and the Servicing Agreement. In Master Servicer shall, in the event that the Servicer fails to perform its obligations in accordance with the Servicing Agreement, this Agreement subject to the paragraph (a) abovethis Section and Article VIII, the Master Servicer shall terminate the rights and obligations of the Servicer thereunder and hereunder in accordance with the provisions of Article VIII. The Master Servicer shall act as servicer of the Mortgage Loans or enter into in to a new Servicing Agreement servicing agreement with a successor Servicer that is an Acceptable Successor Servicer servicer selected by the Master Servicer, which the Master Servicer shall cause the Trustee to acknowledge; provided, however, it is understood and acknowledged by the parties hereto that (i) there will be a period of transition (not to exceed 90 days) before the actual servicing functions can be fully transferred to such successor Servicer and (ii) during the period in which any successor Servicer appointed by the Master Servicer services the Mortgage Loans, notwithstanding anything to the contrary in this Agreement or the Servicing Agreement, (a) such successor Servicer, including the Master Servicer if it is the successor Servicer, shall be entitled to the full amount of the Servicing Fee for the Mortgage Loans, and the Servicing Rights Owner shall not be entitled to any part of the Servicing Fee with respect to the Mortgage Loans and (b) such successor Servicer must assume all of the obligations of the terminated Servicer under the Servicing Agreementservicer. Such enforcement, including, without limitation, the legal prosecution of claims, termination of the Servicing Agreement claims and the pursuit of other appropriate remedies, shall be in such form and carried out to such an extent and at such time as the Master Servicer, in its good faith business judgment, would require were it the owner of the related Mortgage Loans. The Master Servicer shall pay the costs of such enforcement at its own expense, provided that the Master Servicer shall not be required to prosecute or defend any legal action except to the extent that the Master Servicer shall have received reasonable indemnity reasonably acceptable to it for its costs and expenses in pursuing such action from the Trust Fundaction. Notwithstanding anything to the contrary herein, upon the termination of the Servicer for any reason whatsoever, the Servicing Rights Owner, as owner of the Servicing Rights, shall at times have the right to present the Master Servicer with a successor Servicer which the Master Servicer will not unreasonably fail to select as the successor Servicer, assuming that such servicer is an Acceptable Successor Servicer and that such servicer will assume all of the obligations of the terminated Servicer under the Servicing Agreement. (c) To the extent that the costs and expenses of the Master Servicer related to any the termination of the Servicer, appointment of a successor Successor Servicer or the transfer and assumption of servicing by the Master Servicer or a successor Servicer with respect to the Servicing Agreement (including, without limitation, (i) all legal costs and expenses and all due diligence costs and expenses associated with an evaluation of the potential termination of the Servicer as a result of an event of default by the Servicer and (ii) all costs and expenses associated with the complete transfer of servicing, including all servicing files and all servicing data and the completion, correction or manipulation of such servicing data as may be required by the successor servicer Successor Servicer to correct any errors or insufficiencies in the servicing data or otherwise to enable the successor service Successor Servicer to service the Mortgage Loans in accordance with the Servicing this Agreement) are not fully and timely reimbursed by the terminated Servicer or the Servicing Rights OwnerServicer, the Master Servicer shall be entitled to reimbursement of such costs and expenses from the Distribution Account. (d) . The Master Servicer shall require the Servicer to comply with the remittance requirements and other obligations set forth in the Servicing this Agreement. (e) . If the Master Servicer acts as a Successor Servicer, it will shall not assume liability for the representations and warranties of the predecessor Servicer, if any, that it replaces or for any errors, acts or omissions of such predecessor Servicer occurring prior to the termination of the Servicer; provided, however, the Master Servicer shall not be relieved of its liability, if any, as Master Servicer under this Section 3.09(e)replaces. (f) It is understood and acknowledged by the parties hereto that, under the Servicing Agreement, the Servicer has the right to resign as Servicer in accordance with the provisions of the Servicing Agreement, provided that (i) the Servicing Rights Owner consents to such resignation, and (ii) a successor Servicer is appointed by the Servicing Rights Owner which (a) is an Acceptable Successor Servicer and (b) which has assumed all of the obligations of the terminated Servicer under the Servicing Agreement. (g) It is understood and acknowledged by the parties hereto that, subject to the provision of 3.09(b) of this agreement, under the Servicing Agreement, the Servicing Rights Owner has the right to terminate the Servicer, without cause, in accordance with the provisions of the Servicing Agreement, provided that a successor Servicer is appointed which (a) is an Acceptable Successor Servicer and (b) which has assumed all of the obligations of the terminated Servicer under the Servicing Agreement. Any termination fees owed to the Servicer and any reasonable costs and expenses of the Master Servicer incurred in connection with such termination and transfer of servicing shall be paid by the Servicing Rights Owner.

Monitoring of the Servicer. (a) The Master Servicer shall be responsible for reporting to the Trustee (on behalf of the Trust) and the Depositor monitoring the compliance by the Servicer with its duties under the Servicing this Agreement. In the review of the Servicer’s 's activities, the Master Servicer may rely upon an officer’s 's certificate of the Servicer with regard to the Servicer’s its compliance with the terms of its Servicing this Agreement. In the event that the Master Servicer, in its judgment, determines that the Servicer should be terminated in accordance with its Servicing this Agreement, or that a notice should be sent pursuant to the Servicing Agreement, this Agreement with respect to the occurrence of an event that, unless cured, would constitute grounds for such termination, the Master Servicer shall notify the Depositor, Sponsor and the Trustee and the Servicing Rights Owner thereof and the Master Servicer shall issue such notice or take such other action as it deems appropriate and is consistent with Section 3.09(b) below. (b) appropriate. The Master Servicer, for the benefit of the Trust Trustee and the Certificateholders, shall enforce the obligations of the Servicer under the Servicing this Agreement. In , and shall, in the event that the Servicer fails to perform its obligations in accordance with the Servicing this Agreement, subject to the paragraph (a) abovethis Section and Article VIII, the Master Servicer shall terminate the rights and obligations of the Servicer thereunder and hereunder in accordance with the provisions of Article VIII. The Master Servicer shall act as servicer the Successor Servicer of the Mortgage Loans serviced by such terminated Servicer or enter into in to a new Servicing Agreement servicing agreement with a successor Servicer that is an Acceptable Successor Servicer selected by the Master Servicer, which the Master Servicer shall cause the Trustee to acknowledge; provided, however, it is understood and acknowledged by the parties hereto that (i) there will be a period of transition (not to exceed 90 ninety (90) days) before the actual servicing functions can be fully transferred to such successor Servicer and (ii) during the period in which any successor Servicer appointed by the Master Servicer services the Mortgage Loans, notwithstanding anything to the contrary in this Agreement or the Servicing Agreement, (a) such successor Successor Servicer, including the Master Servicer if it is the successor Servicer, shall be entitled to the full amount of the Servicing Fee for the Mortgage Loans, and the Servicing Rights Owner shall not be entitled to any part of the Servicing Fee with respect to the Mortgage Loans and (b) such successor Servicer must assume all of the obligations of the terminated Servicer under the Servicing Agreement. Such enforcement, including, without limitation, the legal prosecution of claims, termination of the Servicing Agreement claims and the pursuit of other appropriate remedies, shall be in such form and carried out to such an extent and at such time as the Master Servicer, in its good faith business judgment, would require were it the owner of the related Mortgage Loans. The Master Servicer shall pay the costs of such enforcement at its own expense, provided that the Master Servicer shall not be required to prosecute or defend any legal action except to the extent that the Master Servicer shall have received reasonable indemnity reasonably acceptable to it for its costs and expenses in pursuing such action from the Trust Fundaction. Notwithstanding anything to the contrary herein, upon the termination of the Servicer for any reason whatsoever, the Servicing Rights Owner, as owner of the Servicing Rights, shall at times have the right to present the Master Servicer with a successor Servicer which the Master Servicer will not unreasonably fail to select as the successor Servicer, assuming that such servicer is an Acceptable Successor Servicer and that such servicer will assume all of the obligations of the terminated Servicer under the Servicing Agreement. (c) To the extent that the costs and expenses of the Master Servicer related to any the termination of the Servicer, appointment of a successor Successor Servicer or the transfer and assumption of servicing by the Master Servicer or a successor Servicer with respect to the Servicing Agreement (including, without limitation, (i) all legal costs and expenses and all due diligence costs and expenses associated with an evaluation of the potential termination of the Servicer as a result of an event of default by the Servicer and (ii) all costs and expenses associated with the complete transfer of servicing, including all servicing files and all servicing data and the completion, correction or manipulation of such servicing data as may be required by the successor servicer Successor Servicer to correct any errors or insufficiencies in the servicing data or otherwise to enable the successor service Successor Servicer to service the Mortgage Loans in accordance with the Servicing this Agreement) are not fully and timely reimbursed by the terminated Servicer or the Servicing Rights OwnerServicer, the Master Servicer shall be entitled to reimbursement of such costs and expenses from the Distribution Account. (d) . The Master Servicer shall require the Servicer to comply with the remittance requirements and other obligations set forth in the Servicing this Agreement. (e) . If the Master Servicer acts as a Successor Servicer, it will shall not assume liability for the representations and warranties of the predecessor Servicer, if any, that it replaces or for any errors, acts or omissions of such predecessor Servicer occurring prior to the termination of the Servicer; provided, however, the Master Servicer shall not be relieved of its liability, if any, as Master Servicer under this Section 3.09(e)replaces. (f) It is understood and acknowledged by the parties hereto that, under the Servicing Agreement, the Servicer has the right to resign as Servicer in accordance with the provisions of the Servicing Agreement, provided that (i) the Servicing Rights Owner consents to such resignation, and (ii) a successor Servicer is appointed by the Servicing Rights Owner which (a) is an Acceptable Successor Servicer and (b) which has assumed all of the obligations of the terminated Servicer under the Servicing Agreement. (g) It is understood and acknowledged by the parties hereto that, subject to the provision of 3.09(b) of this agreement, under the Servicing Agreement, the Servicing Rights Owner has the right to terminate the Servicer, without cause, in accordance with the provisions of the Servicing Agreement, provided that a successor Servicer is appointed which (a) is an Acceptable Successor Servicer and (b) which has assumed all of the obligations of the terminated Servicer under the Servicing Agreement. Any termination fees owed to the Servicer and any reasonable costs and expenses of the Master Servicer incurred in connection with such termination and transfer of servicing shall be paid by the Servicing Rights Owner.

Monitoring of the Servicer. (a) The Master Servicer shall be responsible for reporting to the Trustee (on behalf of Issuer, the Trust) Indenture Trustee, the Owner Trustee, the Swap Provider and the Depositor the compliance by the Servicer with its duties under the ECC Capital Servicing Agreement. In the review of the Servicer’s activities, the Master Servicer may rely upon an officer’s certificate of the Servicer (or similar document signed by an officer of the Servicer) with regard to the Servicer’s compliance with the terms of its the ECC Capital Servicing Agreement. In the event that the Master Servicer, in its judgment, determines that the Servicer should be terminated in accordance with its the ECC Capital Servicing Agreement, or that a notice should be sent pursuant to the Servicing Agreement, Agreement with respect to the occurrence of an event that, unless cured, would constitute grounds for such termination, the Master Servicer shall notify the Depositor, the Trustee Issuer and the Servicing Rights Owner Indenture Trustee thereof and the Master Servicer shall issue such notice or take such other action as it deems appropriate and is consistent with Section 3.09(b) belowappropriate. (b) The Master Servicer, for the benefit of the Trust Issuer, the Indenture Trustee and the CertificateholdersNoteholders, the Swap Provider and the holders of the Owner Trust Certificates, shall enforce the obligations of the Servicer under the ECC Credit Servicing Agreement. In , and shall, in the event that the Servicer fails to perform its obligations in accordance with the ECC Capital Servicing Agreement, subject to the paragraph (a) abovepreceding paragraph, the Master Servicer shall terminate the rights and obligations of the Servicer thereunder and the Master Servicer shall act as servicer of the related Mortgage Loans or cause the Issuer and the Indenture Trustee to enter into in to a new Servicing Agreement servicing agreement with a successor Servicer that is an Acceptable Successor Servicer servicer selected by the Master Servicer, which the Master Servicer shall cause the Trustee to acknowledge; provided, however, it is understood and acknowledged by the parties hereto that (i) there will be a period of transition (not to exceed 90 days) before the actual servicing functions can be fully transferred to such successor Servicer and (ii) during the period in which any successor Servicer appointed by the Master Servicer services the Mortgage Loans, notwithstanding anything to the contrary in this Agreement or the Servicing Agreement, (a) such successor Servicer, including the Master Servicer if it is the successor Servicer, shall be entitled to the full amount of the Servicing Fee for the Mortgage Loans, and the Servicing Rights Owner shall not be entitled to any part of the Servicing Fee with respect to the Mortgage Loans and (b) such successor Servicer must assume all of the obligations of the terminated Servicer under the Servicing Agreementservicer. Such enforcement, including, without limitation, the legal prosecution of claims, termination of the ECC Capital Servicing Agreement and the pursuit of other appropriate remedies, shall be in such form and carried out to such an extent and at such time as the Master Servicer, in its good faith business judgment, would require were it the owner of the related Mortgage Loans. The Master Servicer shall pay the costs of such enforcement at its own expense, provided that the Master Servicer shall not be required to prosecute or defend any legal action except to the extent that the Master Servicer shall have received reasonable indemnity for its costs and expenses in pursuing such action from the Trust Fund. Notwithstanding anything to the contrary herein, upon the termination of the Servicer for any reason whatsoever, the Servicing Rights Owner, as owner of the Servicing Rights, shall at times have the right to present the Master Servicer with a successor Servicer which the Master Servicer will not unreasonably fail to select as the successor Servicer, assuming that such servicer is an Acceptable Successor Servicer and that such servicer will assume all of the obligations of the terminated Servicer under the Servicing Agreementaction. (c) To the extent that the costs and expenses of the Master Servicer related to any termination of the Servicer, appointment of a successor Servicer servicer or the transfer and assumption of servicing by the Master Servicer or a successor Servicer with respect to the ECC Capital Servicing Agreement (including, without limitation, (i) all legal costs and expenses and all due diligence costs and expenses associated with an evaluation of the potential termination of the Servicer as a result of an event of default by the Servicer and (ii) all costs and expenses associated with the complete transfer of servicing, including all servicing files and all servicing data and the completion, correction or manipulation of such servicing data as may be required by the successor servicer to correct any errors or insufficiencies in the servicing data or otherwise to enable the successor service to service the Mortgage Loans in accordance with the ECC Capital Servicing Agreement) are not fully and timely reimbursed by the terminated Servicer or the Servicing Rights OwnerServicer, the Master Servicer shall be entitled to reimbursement of such costs and expenses from the Distribution Payment Account. (d) The Master Servicer shall require the Servicer to comply with the remittance requirements and other obligations set forth in the ECC Capital Servicing Agreement. (e) If the Master Servicer acts as Servicer, it will not assume liability for the representations and warranties of the predecessor Servicer, if any, Servicer that it replaces or for any errors, acts or omissions of such predecessor Servicer occurring prior to the termination of the Servicer; provided, however, the Master Servicer shall not be relieved of its liability, if any, as Master Servicer under this Section 3.09(e)replaces. (f) It is understood and acknowledged by the parties hereto that, under the Servicing Agreement, the Servicer has the right to resign as Servicer in accordance with the provisions of the Servicing Agreement, provided that (i) the Servicing Rights Owner consents to such resignation, and (ii) a successor Servicer is appointed by the Servicing Rights Owner which (a) is an Acceptable Successor Servicer and (b) which has assumed all of the obligations of the terminated Servicer under the Servicing Agreement. (g) It is understood and acknowledged by the parties hereto that, subject to the provision of 3.09(b) of this agreement, under the Servicing Agreement, the Servicing Rights Owner has the right to terminate the Servicer, without cause, in accordance with the provisions of the Servicing Agreement, provided that a successor Servicer is appointed which (a) is an Acceptable Successor Servicer and (b) which has assumed all of the obligations of the terminated Servicer under the Servicing Agreement. Any termination fees owed to the Servicer and any reasonable costs and expenses of the Master Servicer incurred in connection with such termination and transfer of servicing shall be paid by the Servicing Rights Owner.

Monitoring of the Servicer. (a) The Master Servicer shall be responsible for reporting to the Trustee (on behalf of the Trust) ), the Certificate Insurer and the Depositor the compliance by the Servicer with its duties under the Servicing Agreement. In the review of the Servicer’s activities, the Master Servicer may rely upon an officer’s certificate of the Servicer with regard to the Servicer’s compliance with the terms of its Servicing Agreement. In the event that the Master Servicer, in its judgment, determines that the Servicer should be terminated in accordance with its Servicing Agreement, or that a notice should be sent pursuant to the Servicing Agreement, with respect to the occurrence of an event that, unless cured, would constitute grounds for such termination, the Master Servicer shall notify the Depositor, the Trustee Trustee, the Certificate Insurer and the Servicing Rights Owner thereof and the Master Servicer shall issue such notice or take such other action as it deems appropriate and is consistent with Section 3.09(b) below. (b) The Master Servicer, for the benefit of the Trust Trust, the Certificate Insurer and the Certificateholders, shall enforce the obligations of the Servicer under the Servicing Agreement. In the event that the Servicer fails to perform its obligations in accordance with the Servicing Agreement, subject to the paragraph (a) above, the Master Servicer shall terminate the rights and obligations of the Servicer thereunder and the Master Servicer shall act as servicer of the Mortgage Loans or enter into a new Servicing Agreement with a successor Servicer that is an Acceptable Successor Servicer selected by the Master Servicer, which the Master Servicer shall cause the Trustee to acknowledge; provided, however, it is understood and acknowledged by the parties hereto that (i) there will be a period of transition (not to exceed 90 days) before the actual servicing functions can be fully transferred to such successor Servicer and (ii) during the period in which any successor Servicer appointed by the Master Servicer services the Mortgage Loans, notwithstanding anything to the contrary in this Agreement or the Servicing Agreement, (a) such successor Servicer, including the Master Servicer if it is the successor Servicer, shall be entitled to the full amount of the Servicing Fee for the Mortgage Loans, and the Servicing Rights Owner shall not be entitled to any part of the Servicing Fee with respect to the Mortgage Loans and (b) such successor Servicer must assume all of the obligations of the terminated Servicer under the Servicing Agreement. Such enforcement, including, without limitation, the legal prosecution of claims, termination of the Servicing Agreement and the pursuit of other appropriate remedies, shall be in such form and carried out to such an extent and at such time as the Master Servicer, in its good faith business judgment, would require were it the owner of the related Mortgage Loans. The Master Servicer shall pay the costs of such enforcement at its own expense, provided that the Master Servicer shall not be required to prosecute or defend any legal action except to the extent that the Master Servicer shall have received reasonable indemnity for its costs and expenses in pursuing such action from the Trust Fund. Notwithstanding anything to the contrary herein, upon the termination of the Servicer for any reason whatsoever, the Servicing Rights Owner, as owner of the Servicing Rights, shall at all times have the right to present the Master Servicer with a successor Servicer which the Master Servicer will not unreasonably fail to select as the successor Servicer, assuming that such servicer is an Acceptable Successor Servicer and that such servicer will assume all of the obligations of the terminated Servicer under the Servicing Agreement. (c) To the extent that the costs and expenses of the Master Servicer related to any termination of the Servicer, appointment of a successor Servicer or the transfer and assumption of servicing by the Master Servicer or a successor Servicer with respect to the Servicing Agreement (including, without limitation, (i) all legal costs and expenses and all due diligence costs and expenses associated with an evaluation of the potential termination of the Servicer as a result of an event of default by the Servicer and (ii) all costs and expenses associated with the complete transfer of servicing, including all servicing files and all servicing data and the completion, correction or manipulation of such servicing data as may be required by the successor servicer to correct any errors or insufficiencies in the servicing data or otherwise to enable the successor service to service the Mortgage Loans in accordance with the Servicing Agreement) are not fully and timely reimbursed by the terminated Servicer or the Servicing Rights Owner, the Master Servicer shall be entitled to reimbursement of such costs and expenses from the Distribution Account. (d) The Master Servicer shall require the Servicer to comply with the remittance requirements and other obligations set forth in the Servicing Agreement. (e) If the Master Servicer acts as Servicer, it will not assume liability for the representations and warranties of the predecessor Servicer, if any, that it replaces or for any errors, acts or omissions of such predecessor Servicer occurring prior to the termination of the Servicer; provided, however, the Master Servicer shall not be relieved of its liability, if any, as Master Servicer under this Section 3.09(e). (f) It is understood and acknowledged by the parties hereto that, under the Servicing Agreement, the Servicer has the right to resign as Servicer in accordance with the provisions of the Servicing Agreement, provided that (i) the Servicing Rights Owner consents to such resignation, and (ii) a successor Servicer is appointed by the Servicing Rights Owner which (a) is an Acceptable Successor Servicer and (b) which has assumed all of the obligations of the terminated Servicer under the Servicing Agreement. (g) It is understood and acknowledged by the parties hereto that, subject to the provision of 3.09(b) of this agreement, under the Servicing Agreement, the Servicing Rights Owner has the right to terminate the Servicer, without cause, in accordance with the provisions of the Servicing Agreement, provided that a successor Servicer is appointed which (a) is an Acceptable Successor Servicer and (b) which has assumed all of the obligations of the terminated Servicer under the Servicing Agreement. Any termination fees owed to the Servicer and any reasonable costs and expenses of the Master Servicer incurred in connection with such termination and transfer of servicing shall be paid by the Servicing Rights Owner.

Monitoring of the Servicer. (a) The Master Servicer shall be responsible for reporting to the Trustee (on behalf of the Trust) and the Depositor the compliance by the Servicer with its duties under the GreenPoint Servicing Agreement. In the review of the Servicer’s 's activities, the Master Servicer may rely upon an officer’s 's certificate of the Servicer with regard to the Servicer’s 's compliance with the terms of its the GreenPoint Servicing Agreement. In the event that the Master Servicer, in its judgment, determines that the Servicer should be terminated in accordance with its the GreenPoint Servicing Agreement, or that a notice should be sent pursuant to the such GreenPoint Servicing Agreement, Agreement with respect to the occurrence of an event that, unless cured, would constitute grounds for such termination, the Master Servicer shall notify the Depositor, Depositor and the Trustee and the Servicing Rights Owner thereof and the Master Servicer shall issue such notice or take such other action as it deems appropriate and is consistent with Section 3.09(b) belowappropriate. (b) The Master Servicer, for the benefit of the Trust Trustee and the Certificateholders, shall enforce the obligations of the Servicer under the GreenPoint Servicing Agreement. In , and shall, in the event that the Servicer fails to perform its obligations in accordance with the GreenPoint Servicing Agreement, subject to the paragraph (a) abovepreceding paragraph, the Master Servicer shall terminate the rights and obligations of the Servicer thereunder and the Master Servicer shall act as servicer of the related Mortgage Loans or to cause the Trustee to enter into in to a new GreenPoint Servicing Agreement with a successor Servicer that is an Acceptable Successor Servicer selected by the Master Servicer, which the Master Servicer shall cause the Trustee to acknowledge; provided, however, it is understood and acknowledged by the parties hereto that (i) there will be a period of transition (not to exceed 90 days) before the actual servicing functions can be fully transferred to such successor Servicer and (ii) during the period in which any successor Servicer appointed by the Master Servicer services the Mortgage Loans, notwithstanding anything to the contrary in this Agreement or the Servicing Agreement, (a) such successor Servicer, including the Master Servicer if it is the successor Servicer, shall be entitled to the full amount of the Servicing Fee for the Mortgage Loans, and the Servicing Rights Owner shall not be entitled to any part of the Servicing Fee with respect to the Mortgage Loans and (b) such successor Servicer must assume all of the obligations of the terminated Servicer under the Servicing Agreement. Such enforcement, including, without limitation, the legal prosecution of claims, termination of the GreenPoint Servicing Agreement and the pursuit of other appropriate remedies, shall be in such form and carried out to such an extent and at such time as the Master Servicer, in its good faith business judgment, would require were it the owner of the related Mortgage Loans. The Master Servicer shall pay the costs of such enforcement at its own expense, provided that the Master Servicer shall not be required to prosecute or defend any legal action except to the extent that the Master Servicer shall have received reasonable indemnity for its costs and expenses in pursuing such action from the Trust Fund. Notwithstanding anything to the contrary herein, upon the termination of the Servicer for any reason whatsoever, the Servicing Rights Owner, as owner of the Servicing Rights, shall at times have the right to present the Master Servicer with a successor Servicer which the Master Servicer will not unreasonably fail to select as the successor Servicer, assuming that such servicer is an Acceptable Successor Servicer and that such servicer will assume all of the obligations of the terminated Servicer under the Servicing Agreementaction. (c) To the extent that the costs and expenses of the Master Servicer related to any termination of the Servicer, appointment of a successor Servicer or the transfer and assumption of servicing by the Master Servicer or a successor Servicer with respect to the GreenPoint Servicing Agreement (including, without limitation, (i) all legal costs and expenses and all due diligence costs and expenses associated with an evaluation of the potential termination of the Servicer as a result of an event of default by the Servicer and (ii) all costs and expenses associated with the complete transfer of servicing, including all servicing files and all servicing data and the completion, correction or manipulation of such servicing data as may be required by the successor servicer to correct any errors or insufficiencies in the servicing data or otherwise to enable the successor service to service the Mortgage Loans in accordance with the GreenPoint Servicing Agreement) are not fully and timely reimbursed by the terminated Servicer or the Servicing Rights OwnerServicer, the Master Servicer shall be entitled to reimbursement of such costs and expenses from the Distribution Master Servicer Collection Account. (d) . The Master Servicer shall require the Servicer to comply with the remittance requirements and other obligations set forth in the GreenPoint Servicing Agreement. (e) . If the Master Servicer acts as Servicer, it will not assume liability for the representations and warranties of the predecessor Servicer, if any, that it replaces or for any errors, acts or omissions of such predecessor Servicer occurring prior to the termination of the Servicer; provided, however, the Master Servicer shall not be relieved of its liability, if any, as Master Servicer under this Section 3.09(e)replaces. (f) It is understood and acknowledged by the parties hereto that, under the Servicing Agreement, the Servicer has the right to resign as Servicer in accordance with the provisions of the Servicing Agreement, provided that (i) the Servicing Rights Owner consents to such resignation, and (ii) a successor Servicer is appointed by the Servicing Rights Owner which (a) is an Acceptable Successor Servicer and (b) which has assumed all of the obligations of the terminated Servicer under the Servicing Agreement. (g) It is understood and acknowledged by the parties hereto that, subject to the provision of 3.09(b) of this agreement, under the Servicing Agreement, the Servicing Rights Owner has the right to terminate the Servicer, without cause, in accordance with the provisions of the Servicing Agreement, provided that a successor Servicer is appointed which (a) is an Acceptable Successor Servicer and (b) which has assumed all of the obligations of the terminated Servicer under the Servicing Agreement. Any termination fees owed to the Servicer and any reasonable costs and expenses of the Master Servicer incurred in connection with such termination and transfer of servicing shall be paid by the Servicing Rights Owner.

Monitoring of the Servicer. (a) The Master Servicer Servicing Administrator shall be responsible for reporting to the Trustee (on behalf of the Trust) and the Depositor monitoring the compliance by the Servicer with its duties under the Servicing this Agreement. In the review of the Servicer’s 's activities, the Master Servicer Servicing Administrator may rely upon an officer’s certificate Officer's Certificate of the Servicer with regard to the Servicer’s 's compliance with the terms of its Servicing this Agreement. In the event that the Master ServicerServicing Administrator, in its judgment, determines that the Servicer should be terminated in accordance with its Servicing Agreementthe terms hereof, or that a notice should be sent pursuant to the Servicing Agreement, terms hereof with respect to the occurrence of an event that, unless cured, would constitute grounds for such terminationa Servicer Event of Default, the Master Servicer Servicing Administrator shall notify the DepositorSeller, the Securities Administrator, the Backup Servicer and the Trustee thereof and the Servicing Rights Owner thereof and the Master Servicer Administrator shall issue such notice or take such other action as it deems appropriate and is consistent with Section 3.09(b) belowappropriate. (b) The Master ServicerServicing Administrator, for the benefit of the Trust Trustee, the Securities Administrator and the Certificateholders, shall enforce the obligations of the Servicer under the Servicing this Agreement. In , and shall, in the event that the Servicer fails to perform its obligations in accordance with the Servicing this Agreement, subject to the preceding paragraph (a) aboveand Article IX, cause the Master Servicer shall Trustee to terminate the rights and obligations of the Servicer thereunder and hereunder in accordance with the Master Servicer shall act as servicer provisions of the Mortgage Loans or enter into a new Servicing Agreement with a successor Servicer that is an Acceptable Successor Servicer selected by the Master Servicer, which the Master Servicer shall cause the Trustee to acknowledge; provided, however, it is understood and acknowledged by the parties hereto that (i) there will be a period of transition (not to exceed 90 days) before the actual servicing functions can be fully transferred to such successor Servicer and (ii) during the period in which any successor Servicer appointed by the Master Servicer services the Mortgage Loans, notwithstanding anything to the contrary in this Agreement or the Servicing Agreement, (a) such successor Servicer, including the Master Servicer if it is the successor Servicer, shall be entitled to the full amount of the Servicing Fee for the Mortgage Loans, and the Servicing Rights Owner shall not be entitled to any part of the Servicing Fee with respect to the Mortgage Loans and (b) such successor Servicer must assume all of the obligations of the terminated Servicer under the Servicing AgreementArticle IX. Such enforcement, including, without limitation, the legal prosecution of claims, termination of the Servicing Agreement claims and the pursuit of other appropriate remedies, shall be in such form and carried out to such an extent and at such time as the Master ServicerServicing Administrator, in its good faith business judgment, would require were it the owner of the related Mortgage Loans. The Master Servicer Servicing Administrator shall pay the costs of such enforcement at its own expense, provided that the Master Servicer Servicing Administrator shall not be required to prosecute or defend any legal action except to the extent that the Master Servicer Servicing Administrator shall have received reasonable indemnity for its costs and expenses in pursuing such action from the Trust Fund. Notwithstanding anything to the contrary herein, upon the termination of the Servicer for any reason whatsoever, the Servicing Rights Owner, as owner of the Servicing Rights, shall at times have the right to present the Master Servicer with a successor Servicer which the Master Servicer will not unreasonably fail to select as the successor Servicer, assuming that such servicer is an Acceptable Successor Servicer and that such servicer will assume all of the obligations of the terminated Servicer under the Servicing Agreementaction. (c) To the extent that the costs and expenses of the Master Servicer Servicing Administrator related to any the termination of the Servicer, appointment of a successor Servicer or the transfer and assumption of the servicing by the Master Backup Servicer or a successor Servicer with respect to the Servicing Agreement (including, without limitation, (i) all legal costs and expenses and all due diligence costs and expenses associated with an evaluation of the potential termination of the Servicer as a result of an event a Servicer Event of default by the Servicer Default and (ii) all costs and expenses associated with the complete transfer of servicing, including all servicing files and all servicing data and the completion, correction or manipulation of such servicing data as may be required by the successor servicer to correct any errors or insufficiencies in the servicing data or otherwise to enable the successor service servicer to service the Mortgage Loans in accordance with the Servicing this Agreement) are not fully and timely reimbursed by the terminated Servicer or Servicer, the Servicing Rights Owner, the Master Servicer Administrator shall be entitled to reimbursement of such costs and expenses from the Distribution Servicing Administrator Collection Account. (d) The Master Servicer Servicing Administrator shall require the Servicer to comply with the remittance requirements and other obligations set forth in the Servicing this Agreement. (e) If the Master Servicer Servicing Administrator acts as successor Servicer, it will not assume liability for the representations and warranties of the predecessor terminated Servicer, if any, that it replaces or for any errors, acts or omissions of such predecessor Servicer occurring prior to the termination of the Servicer; provided, however, the Master Servicer shall not be relieved of its liability, if any, as Master Servicer under this Section 3.09(e). (f) It is understood and acknowledged by the parties hereto that, under the Servicing Agreement, the Servicer has the right to resign as Servicer in accordance with the provisions of the Servicing Agreement, provided that (i) the Servicing Rights Owner consents to such resignation, and (ii) a successor Servicer is appointed by the Servicing Rights Owner which (a) is an Acceptable Successor Servicer and (b) which has assumed all of the obligations of the terminated Servicer under the Servicing Agreement. (g) It is understood and acknowledged by the parties hereto that, subject to the provision of 3.09(b) of this agreement, under the Servicing Agreement, the Servicing Rights Owner has the right to terminate the Servicer, without cause, in accordance with the provisions of the Servicing Agreement, provided that a successor Servicer is appointed which (a) is an Acceptable Successor Servicer and (b) which has assumed all of the obligations of the terminated Servicer under the Servicing Agreement. Any termination fees owed to the Servicer and any reasonable costs and expenses of the Master Servicer incurred in connection with such termination and transfer of servicing shall be paid by the Servicing Rights Owner.

Monitoring of the Servicer. (a) The Master Servicer shall be responsible for reporting to the Trustee (on behalf of the Trust) ), the Certificate Insurer and the Depositor the compliance by the Servicer with its duties under the Servicing Agreement. In the review of the Servicer’s activities, the Master Servicer may rely upon an officer’s certificate of the Servicer with regard to the Servicer’s compliance with the terms of its Servicing Agreement. In the event that the Master Servicer, in its judgment, determines that the Servicer should be terminated in accordance with its Servicing Agreement, or that a notice should be sent pursuant to the Servicing Agreement, with respect to the occurrence of an event that, unless cured, would constitute grounds for such termination, the Master Servicer shall notify the Depositor, the Certificate Insurer, the Trustee and the Servicing Rights Owner thereof and the Master Servicer shall issue such notice or take such other action as it deems appropriate and is consistent with Section 3.09(b) below. (b) The Master Servicer, for the benefit of the Trust and the Certificateholders, shall enforce the obligations of the Servicer under the Servicing Agreement. In the event that the Servicer fails to perform its obligations in accordance with the Servicing Agreement, subject to the paragraph (a) above, the Master Servicer shall terminate the rights and obligations of the Servicer thereunder and the Master Servicer shall act as servicer of the Mortgage Loans or enter into a new Servicing Agreement with a successor Servicer that is an Acceptable Successor Servicer selected by the Master Servicer, which the Master Servicer shall cause the Trustee to acknowledge; provided, however, it is understood and acknowledged by the parties hereto that (i) there will be a period of transition (not to exceed 90 days) before the actual servicing functions can be fully transferred to such successor Servicer and (ii) during the period in which any successor Servicer appointed by the Master Servicer services the Mortgage Loans, notwithstanding anything to the contrary in this Agreement or the Servicing Agreement, (a) such successor Servicer, including the Master Servicer if it is the successor Servicer, shall be entitled to the full amount of the Servicing Fee for the Mortgage Loans, and the Servicing Rights Owner shall not be entitled to any part of the Servicing Fee with respect to the Mortgage Loans and (b) such successor Servicer must assume all of the obligations of the terminated Servicer under the Servicing Agreement. Such enforcement, including, without limitation, the legal prosecution of claims, termination of the Servicing Agreement and the pursuit of other appropriate remedies, shall be in such form and carried out to such an extent and at such time as the Master Servicer, in its good faith business judgment, would require were it the owner of the related Mortgage Loans. The Master Servicer shall pay the costs of such enforcement at its own expense, provided that the Master Servicer shall not be required to prosecute or defend any legal action except to the extent that the Master Servicer shall have received reasonable indemnity for its costs and expenses in pursuing such action from the Trust Fund. Notwithstanding anything to the contrary herein, upon the termination of the Servicer for any reason whatsoever, the Servicing Rights Owner, as owner of the Servicing Rights, shall at times have the right to present the Master Servicer with a successor Servicer which the Master Servicer will not unreasonably fail to select as the successor Servicer, assuming that such servicer is an Acceptable Successor Servicer and that such servicer will assume all of the obligations of the terminated Servicer under the Servicing Agreement. (c) To the extent that the costs and expenses of the Master Servicer related to any termination of the Servicer, appointment of a successor Servicer or the transfer and assumption of servicing by the Master Servicer or a successor Servicer with respect to the Servicing Agreement (including, without limitation, (i) all legal costs and expenses and all due diligence costs and expenses associated with an evaluation of the potential termination of the Servicer as a result of an event of default by the Servicer and (ii) all costs and expenses associated with the complete transfer of servicing, including all servicing files and all servicing data and the completion, correction or manipulation of such servicing data as may be required by the successor servicer to correct any errors or insufficiencies in the servicing data or otherwise to enable the successor service to service the Mortgage Loans in accordance with the Servicing Agreement) are not fully and timely reimbursed by the terminated Servicer or the Servicing Rights Owner, the Master Servicer shall be entitled to reimbursement of such costs and expenses from the Distribution Account. (d) The Master Servicer shall require the Servicer to comply with the remittance requirements and other obligations set forth in the Servicing Agreement. (e) If the Master Servicer acts as Servicer, it will not assume liability for the representations and warranties of the predecessor Servicer, if any, that it replaces or for any errors, acts or omissions of such predecessor Servicer occurring prior to the termination of the Servicer; provided, however, the Master Servicer shall not be relieved of its liability, if any, as Master Servicer under this Section 3.09(e). (f) It is understood and acknowledged by the parties hereto that, under the Servicing Agreement, the Servicer has the right to resign as Servicer in accordance with the provisions of the Servicing Agreement, provided that such resignation shall not become effective until (i) the Servicing Rights Owner consents has consented to such resignation, and (ii) a successor Servicer is appointed by the Servicing Rights Owner which (a) is an Acceptable Successor Servicer and (b) which has assumed all of the obligations of the terminated Servicer under the Servicing Agreement. (g) It is understood and acknowledged by the parties hereto that, subject to the provision of 3.09(b) of this agreementAgreement, under the Servicing Agreement, the Servicing Rights Owner has the right to terminate the Servicer, without cause, as provided in accordance with the provisions of and subject to the Servicing Agreement, provided that a successor Servicer is appointed which (a) is an Acceptable Successor Servicer and (b) which has assumed must assume all of the obligations of the terminated Servicer under the Servicing Agreement. Any termination fees owed to the Servicer and any reasonable costs and expenses of the Master Servicer incurred in connection with such termination and transfer of servicing shall be paid by the Servicing Rights Owner.

Monitoring of the Servicer. (a) The Master Servicer shall be responsible for reporting to the Trustee (on behalf of the Trust) ), the Certificate Insurer and the Depositor the compliance by the Servicer with its duties under the Servicing Agreement. In the review of the Servicer’s activities, the Master Servicer may rely upon an officer’s certificate of the Servicer with regard to the Servicer’s compliance with the terms of its Servicing Agreement. In the event that the Master Servicer, in its judgment, determines that the Servicer should be terminated in accordance with its Servicing Agreement, or that a notice should be sent pursuant to the Servicing Agreement, with respect to the occurrence of an event that, unless cured, would constitute grounds for such termination, the Master Servicer shall notify the Depositor, the Trustee Trustee, the Certificate Insurer and the Servicing Rights Owner thereof and the Master Servicer shall issue such notice or take such other action as it deems appropriate and is consistent with Section 3.09(b) below. (b) The Master Servicer, for the benefit of the Trust Trust, the Certificate Insurer and the Certificateholders, shall enforce the obligations of the Servicer under the Servicing Agreement. In the event that the Servicer fails to perform its obligations in accordance with the Servicing Agreement, subject to the paragraph (a) above, the Master Servicer shall terminate the rights and obligations of the Servicer thereunder and the Master Servicer shall act as servicer of the Mortgage Loans or enter into a new Servicing Agreement with a successor Servicer that is an Acceptable Successor Servicer selected by the Master Servicer, which the Master Servicer shall cause the Trustee to acknowledge; provided, however, it is understood and acknowledged by the parties hereto that (i) there will be a period of transition (not to exceed 90 days) before the actual servicing functions can be fully transferred to such successor Servicer and (ii) during the period in which any successor Servicer appointed by the Master Servicer services the Mortgage Loans, notwithstanding anything to the contrary in this Agreement or the Servicing Agreement, (a) such successor Servicer, including the Master Servicer if it is the successor Servicer, shall be entitled to the full amount of the Servicing Fee for the Mortgage Loans, and the Servicing Rights Owner shall not be entitled to any part of the Servicing Fee with respect to the Mortgage Loans and (b) such successor Servicer must assume all of the obligations of the terminated Servicer under the Servicing Agreement. Such enforcement, including, without limitation, the legal prosecution of claims, termination of the Servicing Agreement and the pursuit of other appropriate remedies, shall be in such form and carried out to such an extent and at such time as the Master Servicer, in its good faith business judgment, would require were it the owner of the related Mortgage Loans. The Master Servicer shall pay the costs of such enforcement at its own expense, provided that the Master Servicer shall not be required to prosecute or defend any legal action except to the extent that the Master Servicer shall have received reasonable indemnity for its costs and expenses in pursuing such action from the Trust Fund. Notwithstanding anything to the contrary herein, upon the termination of the Servicer for any reason whatsoever, the Servicing Rights Owner, as owner of the Servicing Rights, shall at times have the right to present the Master Servicer with a successor Servicer which the Master Servicer will not unreasonably fail to select as the successor Servicer, assuming that such servicer is an Acceptable Successor Servicer and that such servicer will assume all of the obligations of the terminated Servicer under the Servicing Agreement. (c) To the extent that the costs and expenses of the Master Servicer related to any termination of the Servicer, appointment of a successor Servicer or the transfer and assumption of servicing by the Master Servicer or a successor Servicer with respect to the Servicing Agreement (including, without limitation, (i) all legal costs and expenses and all due diligence costs and expenses associated with an evaluation of the potential termination of the Servicer as a result of an event of default by the Servicer and (ii) all costs and expenses associated with the complete transfer of servicing, including all servicing files and all servicing data and the completion, correction or manipulation of such servicing data as may be required by the successor servicer to correct any errors or insufficiencies in the servicing data or otherwise to enable the successor service to service the Mortgage Loans in accordance with the Servicing Agreement) are not fully and timely reimbursed by the terminated Servicer or the Servicing Rights Owner, the Master Servicer shall be entitled to reimbursement of such costs and expenses from the Distribution Account. (d) The Master Servicer shall require the Servicer to comply with the remittance requirements and other obligations set forth in the Servicing Agreement. (e) If the Master Servicer acts as Servicer, it will not assume liability for the representations and warranties of the predecessor Servicer, if any, that it replaces or for any errors, acts or omissions of such predecessor Servicer occurring prior to the termination of the Servicer; provided, however, the Master Servicer shall not be relieved of its liability, if any, as Master Servicer under this Section 3.09(e). (f) It is understood and acknowledged by the parties hereto that, under the Servicing Agreement, the Servicer has the right to resign as Servicer in accordance with the provisions of the Servicing Agreement, provided that (i) the Servicing Rights Owner consents to such resignation, and (ii) a successor Servicer is appointed by the Servicing Rights Owner which (a) is an Acceptable Successor Servicer and (b) which has assumed all of the obligations of the terminated Servicer under the Servicing Agreement. (g) It is understood and acknowledged by the parties hereto that, subject to the provision of 3.09(b) of this agreement, under the Servicing Agreement, the Servicing Rights Owner has the right to terminate the Servicer, without cause, in accordance with the provisions of the Servicing Agreement, provided that a successor Servicer is appointed which (a) is an Acceptable Successor Servicer and (b) which has assumed all of the obligations of the terminated Servicer under the Servicing Agreement. Any termination fees owed to the Servicer and any reasonable costs and expenses of the Master Servicer incurred in connection with such termination and transfer of servicing shall be paid by the Servicing Rights Owner.

Monitoring of the Servicer. (a) The Master Servicer shall be responsible for reporting to the Trustee (on behalf of the Trust) and the Depositor the compliance by the Servicer with its duties under the Servicing this Agreement. In the review of the Servicer’s 's activities, the Master Servicer may rely upon an officer’s 's certificate of the Servicer with regard to the such Servicer’s 's compliance with the terms of its Servicing this Agreement. In the event that the Master Servicer, in its judgment, determines that the Servicer should be terminated in accordance with its Servicing this Agreement, or that a notice should be sent pursuant to the Servicing Agreement, this Agreement with respect to the occurrence of an event that, unless cured, would constitute grounds for such termination, the Master Servicer shall notify the Depositor, Depositor and the Trustee and the Servicing Rights Owner thereof and the Master Servicer shall issue such notice or take such other action as it deems appropriate and is consistent with Section 3.09(b) belowappropriate. (b) The Master Servicer, for the benefit of the Trust Trustee and the Certificateholders, shall enforce the obligations of the Servicer under the Servicing this Agreement. In , and shall, in the event that the Servicer fails to perform its obligations in accordance with the Servicing this Agreement, subject to the paragraph (a) abovepreceding paragraph, the Master Servicer shall terminate the rights and obligations of the Servicer thereunder and the Master Servicer shall act as servicer of the related Mortgage Loans or enter into a new Servicing Agreement with a successor Servicer that is an Acceptable Successor Servicer selected by or, if the Master ServicerServicer is unwilling or unable to act as a servicer, which the Master Servicer shall cause the Trustee to acknowledgeenter in to a new servicing agreement with a successor servicer selected by the Master Servicer that is eligible in accordance with the criteria specified in this Agreement; provided, however, it is understood and acknowledged by the parties hereto that (i) there will be a period of transition (not to exceed 90 days) before the actual servicing functions can be fully transferred to such successor Servicer and (ii) during the period in which any successor Servicer appointed by the Master Servicer services the Mortgage Loansservicer. In either event, notwithstanding anything to the contrary in this Agreement or the Servicing Agreement, (a) such successor Servicer, including the Master Servicer if it is the successor Servicer, shall be entitled to the full amount of the Servicing Fee for the Mortgage Loans, and the Servicing Rights Owner shall not be entitled to any part of the Servicing Fee with respect to the Mortgage Loans and (b) such successor Servicer must assume all of the obligations of the terminated Servicer under the Servicing Agreement. Such enforcement, including, without limitation, the legal prosecution of claims, termination of the Servicing this Agreement and the pursuit of other appropriate remedies, shall be in such form and carried out to such an extent and at such time as the Master Servicer, in its good faith business judgment, would require were it the owner of the related Mortgage Loans. The Master Servicer shall pay the costs of such enforcement at its own expenseexpense subject to Section 9A.02(c), provided that the Master Servicer shall not be required to prosecute or defend any legal action except to the extent that the Master Servicer shall have received reasonable indemnity for its costs and expenses in pursuing such action from the Trust Fund. Notwithstanding anything to the contrary herein, upon the termination of the Servicer for any reason whatsoever, the Servicing Rights Owner, as owner of the Servicing Rights, shall at times have the right to present the Master Servicer with a successor Servicer which the Master Servicer will not unreasonably fail to select as the successor Servicer, assuming that such servicer is an Acceptable Successor Servicer and that such servicer will assume all of the obligations of the terminated Servicer under the Servicing Agreementaction. (c) To the extent that the costs and expenses of the Master Servicer related to any termination of the Servicer, appointment of a successor Servicer or the transfer and assumption of servicing by the Master Servicer or a successor Servicer with respect to the Servicing Agreement (including, without limitation, (i) all legal costs and expenses and all due diligence costs and expenses associated with an evaluation of the potential termination of the Servicer as a result of an event of default by the Servicer and (ii) all costs and expenses associated with the complete transfer of servicing, including all servicing files and all servicing data and the completion, correction or manipulation of such servicing data as may be required by the successor servicer to correct any errors or insufficiencies in the servicing data or otherwise to enable the successor service to service the Mortgage Loans in accordance with the Servicing Agreement) are not fully and timely reimbursed by the terminated Servicer or the Servicing Rights Owner, the Master Servicer shall be entitled to reimbursement of such costs and expenses from the Distribution Account. (d) The Master Servicer shall require the Servicer to comply with the remittance requirements and other obligations set forth in the Servicing Agreement. (e) If the Master Servicer acts as Servicer, it will not assume liability for the representations and warranties of the predecessor Servicer, if any, that it replaces or for any errors, acts or omissions of such predecessor Servicer occurring prior to the termination of the Servicer; provided, however, the Master Servicer shall not be relieved of its liability, if any, as Master Servicer under this Section 3.09(e). (f) It is understood and acknowledged by the parties hereto that, under the Servicing Agreement, the Servicer has the right to resign as Servicer in accordance with the provisions of the Servicing Agreement, provided that (i) the Servicing Rights Owner consents to such resignation, and (ii) a successor Servicer is appointed by the Servicing Rights Owner which (a) is an Acceptable Successor Servicer and (b) which has assumed all of the obligations of the terminated Servicer under the Servicing Agreement. (g) It is understood and acknowledged by the parties hereto that, subject to the provision of 3.09(b) of this agreement, under the Servicing Agreement, the Servicing Rights Owner has the right to terminate the Servicer, without cause, in accordance with the provisions of the Servicing Agreement, provided that a successor Servicer is appointed which (a) is an Acceptable Successor Servicer and (b) which has assumed all of the obligations of the terminated Servicer under the Servicing Agreement. Any termination fees owed to the Servicer and any reasonable costs and expenses of the Master Servicer incurred in connection with such termination and transfer of servicing shall be paid by the Servicing Rights Owner.

Monitoring of the Servicer. (a) The Master Servicer shall be responsible for reporting to the Trustee (on behalf of Trustee, the Trust) Securities Administrator and the Depositor the compliance by the Servicer with its duties under the Servicing Agreement. In the review of the Servicer’s 's activities, the Master Servicer may rely upon an officer’s 's certificate of the Servicer with regard to the Servicer’s 's compliance with the terms of its the Servicing Agreement. In the event that the Master Servicer, in its judgment, determines that the Servicer should be terminated in accordance with its the Servicing Agreement, or that a notice should be sent pursuant to the Servicing Agreement, Agreement with respect to the occurrence of an event that, unless cured, would constitute grounds for such termination, the Master Servicer shall notify the Depositor, the Trustee Securities Administrator and the Servicing Rights Owner Trustee thereof and the Master Servicer shall issue such notice or take such other action as it deems appropriate and is consistent with Section 3.09(b) belowappropriate. (b) The Master Servicer, for the benefit of the Trust and the Certificateholders, shall enforce the obligations of the Servicer under the Servicing Agreement. In the event that the Servicer fails to perform its obligations in accordance with the Servicing Agreement, the Master Servicer shall, subject to the paragraph (a) abovepreceding paragraph, notify the Trustee in writing of such failure. Pursuant to its receipt of such notification from the Master Servicer, the Master Servicer Trustee shall terminate the rights and obligations of the Servicer thereunder under the Servicing Agreement, and the Master Servicer Trustee, if it so elects, shall act as servicer of the Mortgage Loans successor Servicer, or shall enter into a new Servicing Agreement with a successor Servicer that is an Acceptable Successor Servicer selected appointed by the Master Servicer, which the Master Servicer shall cause the Trustee to acknowledgeTrustee; provided, however, it is understood and acknowledged by the parties hereto that (i) there will be a period of transition (not to exceed 90 days) before the actual servicing functions can be fully transferred to such successor Servicer and (ii) during the period in which any successor Servicer appointed by the Master Servicer services the Mortgage Loans, notwithstanding anything to the contrary in this Agreement or Servicer. Enforcement of the Servicing Agreement, (a) such successor Servicer, including the Master Servicer if it is the successor Servicer, shall be entitled to the full amount of the Servicing Fee for the Mortgage Loans, and the Servicing Rights Owner shall not be entitled to any part of the Servicing Fee with respect to the Mortgage Loans and (b) such successor Servicer must assume all of the obligations of the terminated Servicer under the Servicing Agreement. Such enforcement, including, without limitation, the legal prosecution of claims, termination of the Servicing Agreement and the pursuit of other appropriate remedies, shall be in such form and carried out to such an extent and at such time as the Master ServicerTrustee, in its good faith business judgment, would require were it the owner of the related Mortgage Loans. The Master Servicer Trustee shall pay the costs of such enforcement at its own expense, and shall be reimbursed therefor only (i) from a general recovery resulting from such enforcement to the extent, if any, that such recovery exceeds all amounts due in respect of the Mortgage Loan or (ii) from a specific recovery of costs, expenses or attorneys fees against the party whom such enforcement is directed, provided that the Master Servicer Trustee shall not be required to prosecute or defend any legal action except to the extent that the Master Servicer Trustee shall have received reasonable indemnity for its costs and expenses in pursuing such action from the Trust Fund. Notwithstanding anything to the contrary herein, upon the termination of the Servicer for any reason whatsoever, the Servicing Rights Owner, as owner of the Servicing Rights, shall at times have the right to present the Master Servicer with a successor Servicer which the Master Servicer will not unreasonably fail to select as the successor Servicer, assuming that such servicer is an Acceptable Successor Servicer and that such servicer will assume all of the obligations of the terminated Servicer under the Servicing Agreementaction. (c) To the extent that the costs and expenses of the Master Servicer related to any termination of the Servicer, appointment of a successor Servicer or the transfer and assumption of servicing by the Master Servicer or a successor Servicer with respect to the Servicing Agreement (including, without limitation, (i) all legal costs and expenses and all due diligence costs and expenses associated with an evaluation of the potential termination of the Servicer as a result of an event of default by the Servicer and (ii) all costs and expenses associated with the complete transfer of servicing, including all servicing files and all servicing data and the completion, correction or manipulation of such servicing data as may be required by the successor servicer to correct any errors or insufficiencies in the servicing data or otherwise to enable the successor service to service the Mortgage Loans in accordance with the Servicing Agreement) Transfer Costs are not fully and timely reimbursed by the terminated Servicer or the Servicing Rights OwnerServicer, the Master Servicer or the Trustee, as applicable, shall be entitled to reimbursement of such costs and expenses from the Distribution Master Servicer Custodial Account. (d) The Master Servicer shall require the Servicer to comply with the remittance requirements and other obligations set forth in the Servicing Agreement. (e) If the Master Servicer Trustee or other party acts as succesor Servicer, it such party will not assume liability for the representations and warranties of the predecessor Servicer, if any, that it replaces or for any errors, acts or omissions of such predecessor Servicer occurring prior to the termination of the Servicer; provided, however, the Master Servicer shall not be relieved of its liability, if any, as Master Servicer under this Section 3.09(e). (f) It is understood and acknowledged by the parties hereto that, under the Servicing Agreement, the Servicer has the right to resign as Servicer in accordance with the provisions of the Servicing Agreement, provided that (i) the Servicing Rights Owner consents to such resignation, and (ii) a successor Servicer is appointed by the Servicing Rights Owner which (a) is an Acceptable Successor Servicer and (b) which has assumed all of the obligations of the terminated Servicer under the Servicing Agreement. (g) It is understood and acknowledged by the parties hereto that, subject to the provision of 3.09(b) of this agreement, under the Servicing Agreement, the Servicing Rights Owner has the right to terminate the Servicer, without cause, in accordance with the provisions of the Servicing Agreement, provided that a successor Servicer is appointed which (a) is an Acceptable Successor Servicer and (b) which has assumed all of the obligations of the terminated Servicer under the Servicing Agreement. Any termination fees owed to the Servicer and any reasonable costs and expenses of the Master Servicer incurred in connection with such termination and transfer of servicing shall be paid by the Servicing Rights Owner.

Monitoring of the Servicer. (a) The Master Servicer shall be responsible for reporting to the Trustee (on behalf of the Trust) and the Depositor the compliance by the Servicer with its duties under the Servicing Agreement. In the review of the Servicer’s activities, the Master Servicer may rely upon an officerOfficer’s certificate Certificate of the Servicer with regard to the Servicersuch Person’s compliance with the terms of its Servicing this Agreement. In the event that the Master Servicer, in its judgment, determines that the Servicer should be terminated in accordance with its Servicing this Agreement, or that a notice should be sent pursuant to the Servicing Agreement, this Agreement with respect to the occurrence of an event that, unless cured, would constitute grounds for such termination, the Master Servicer shall notify the DepositorSellers, the Trustee Securities Administrator and the Servicing Rights Owner Trustee thereof and the Master Servicer shall issue such notice or take such other action as it deems appropriate and is consistent with Section 3.09(b) belowappropriate. (b) The Master Servicer, for the benefit of the Trust Trustee and the Certificateholders, shall enforce the obligations of the Servicer under the Servicing this Agreement. In , and shall, in the event that the Servicer fails to perform its obligations in accordance with the Servicing this Agreement, subject to the paragraph (a) abovepreceding paragraph, the Master Servicer shall terminate the rights and obligations of the Servicer thereunder and the Master Servicer shall act as servicer of the Mortgage Loans or to cause the Trustee to enter into a new Servicing Agreement with a successor Servicer that is an Acceptable Successor Servicer selected by the Master Servicer, which the Master Servicer shall cause the Trustee to acknowledge; provided, however, it is understood and acknowledged by the parties hereto that (i) there will shall be a period of transition (not to exceed 90 days) before the actual servicing functions can be fully transferred to such successor Servicer and (ii) during the period in which any successor Servicer appointed by the Master Servicer services the Mortgage Loans, notwithstanding anything to the contrary in this Agreement or the Servicing Agreement, (a) such successor Servicer, including the Master Servicer if it is the successor Servicer, shall be entitled to the full amount of the Servicing Fee for the Mortgage Loans, and the Servicing Rights Owner shall not be entitled to any part of the Servicing Fee with respect to the Mortgage Loans and (b) such successor Servicer must assume all of the obligations of the terminated Servicer under the Servicing Agreementservicer. Such enforcement, including, without limitation, the legal prosecution of claims, termination of the Servicing Agreement claims and the pursuit of other appropriate remedies, shall be in such form and carried out to such an extent and at such time as the Master Servicer, in its good faith business judgment, would require were it the owner of the related Mortgage Loans. The Master Servicer shall pay the costs of such enforcement at its own expense, subject to its right of reimbursement pursuant to the provisions of this Agreement, provided that the Master Servicer shall not be required to prosecute or defend any legal action except to the extent that the Master Servicer shall have received reasonable indemnity for its costs and expenses in pursuing such action from the Trust Fund. Notwithstanding anything to the contrary herein, upon the termination of the Servicer for any reason whatsoever, the Servicing Rights Owner, as owner of the Servicing Rights, shall at times have the right to present the Master Servicer with a successor Servicer which the Master Servicer will not unreasonably fail to select as the successor Servicer, assuming that such servicer is an Acceptable Successor Servicer and that such servicer will assume all of the obligations of the terminated Servicer under the Servicing Agreementaction. (c) To the extent that the costs and expenses of the Master Servicer related to any termination of the Servicer, appointment of a successor Servicer or the transfer and assumption of servicing by the Master Servicer or a successor Servicer with respect to the Servicing this Agreement (including, without limitation, (i) all legal costs and expenses and all due diligence costs and expenses associated with an evaluation of the potential termination of the Servicer as a result of an actual breach of contract or an event of default by the Servicer such Person and (ii) all costs and expenses associated with the complete transfer of servicing, including all servicing files and all servicing data and the completion, correction or manipulation of such servicing data as may be required by the successor servicer to correct any errors or insufficiencies in the servicing data or otherwise to enable the successor service servicer to service the Mortgage Loans in accordance with the Servicing this Agreement) are not fully and timely reimbursed by the terminated Servicer or the Servicing Rights OwnerServicer, the Master Servicer shall be entitled to reimbursement of such costs and expenses from the Distribution Master Servicer Collection Account. (d) The Master Servicer shall require the Servicer to comply with the remittance requirements and other obligations set forth in the Servicing this Agreement. (e) If the Master Servicer acts as Servicera servicer, it will not assume liability for the representations and warranties of the predecessor Servicer, if any, Servicer that it replaces or for any errors, acts or omissions of such predecessor Servicer occurring prior to the termination of the Servicer; provided, however, the Master Servicer shall not be relieved of its liability, if any, as Master Servicer under this Section 3.09(e)replaces. (f) It is understood and acknowledged by the parties hereto that, under the Servicing Agreement, the Servicer has the right to resign as Servicer in accordance with the provisions of the Servicing Agreement, provided that (i) the Servicing Rights Owner consents to such resignation, and (ii) a successor Servicer is appointed by the Servicing Rights Owner which (a) is an Acceptable Successor Servicer and (b) which has assumed all of the obligations of the terminated Servicer under the Servicing Agreement. (g) It is understood and acknowledged by the parties hereto that, subject to the provision of 3.09(b) of this agreement, under the Servicing Agreement, the Servicing Rights Owner has the right to terminate the Servicer, without cause, in accordance with the provisions of the Servicing Agreement, provided that a successor Servicer is appointed which (a) is an Acceptable Successor Servicer and (b) which has assumed all of the obligations of the terminated Servicer under the Servicing Agreement. Any termination fees owed to the Servicer and any reasonable costs and expenses of the Master Servicer incurred in connection with such termination and transfer of servicing shall be paid by the Servicing Rights Owner.

Monitoring of the Servicer. (a) The Master Servicer shall be responsible for reporting to the Trustee (on behalf of the Trust) and the Depositor monitoring the compliance by the Servicer with its their respective duties under the Servicing this Agreement. In the review of the Servicer’s 's activities, the Master Servicer may rely upon an officer’s certificate Officer's Certificate of the Servicer with regard to the Servicer’s 's compliance with the terms of its Servicing this Agreement. In the event that the Master Servicer, in its judgment, determines that the Servicer should be terminated in accordance with its Servicing Agreementthe terms hereof, or that a notice should be sent pursuant to the Servicing Agreement, terms hereof with respect to the occurrence of an event that, unless cured, would constitute grounds for such terminationa Servicer Event of Default, the Master Servicer shall notify the DepositorSeller, the Trustee Securities Administrator, the Backup Servicer and the Servicing Rights Owner Trustee thereof and the Master Servicer shall issue such notice or take such other action as it deems appropriate and is consistent with Section 3.09(b) belowappropriate. (b) The Master Servicer, for the benefit of the Trust Trustee, the Securities Administrator and the Certificateholders, shall enforce the obligations of the Servicer under the Servicing this Agreement. In , and shall, in the event that the Servicer fails to perform its obligations in accordance with the Servicing this Agreement, subject to the preceding paragraph (a) aboveand Article IX, cause the Master Servicer shall Trustee to terminate the rights and obligations of the Servicer thereunder and hereunder in accordance with the Master Servicer shall act as servicer provisions of the Mortgage Loans or enter into a new Servicing Agreement with a successor Servicer that is an Acceptable Successor Servicer selected by the Master Servicer, which the Master Servicer shall cause the Trustee to acknowledge; provided, however, it is understood and acknowledged by the parties hereto that (i) there will be a period of transition (not to exceed 90 days) before the actual servicing functions can be fully transferred to such successor Servicer and (ii) during the period in which any successor Servicer appointed by the Master Servicer services the Mortgage Loans, notwithstanding anything to the contrary in this Agreement or the Servicing Agreement, (a) such successor Servicer, including the Master Servicer if it is the successor Servicer, shall be entitled to the full amount of the Servicing Fee for the Mortgage Loans, and the Servicing Rights Owner shall not be entitled to any part of the Servicing Fee with respect to the Mortgage Loans and (b) such successor Servicer must assume all of the obligations of the terminated Servicer under the Servicing AgreementArticle IX. Such enforcement, including, without limitation, the legal prosecution of claims, termination of the Servicing Agreement claims and the pursuit of other appropriate remedies, shall be in such form and carried out to such an extent and at such time as the Master Servicer, in its good faith business judgment, would require were it the owner of the related Mortgage Loans. The Master Servicer shall pay the costs of such enforcement at its own expense, provided that the Master Servicer shall not be required to prosecute or defend any legal action except to the extent that the Master Servicer shall have received reasonable indemnity for its costs and expenses in pursuing such action from the Trust Fund. Notwithstanding anything to the contrary herein, upon the termination of the Servicer for any reason whatsoever, the Servicing Rights Owner, as owner of the Servicing Rights, shall at times have the right to present the Master Servicer with a successor Servicer which the Master Servicer will not unreasonably fail to select as the successor Servicer, assuming that such servicer is an Acceptable Successor Servicer and that such servicer will assume all of the obligations of the terminated Servicer under the Servicing Agreementaction. (c) To the extent that the costs and expenses of the Master Servicer related to any the termination of the Servicer, appointment of a successor Servicer or the transfer and assumption of the servicing by the Master Backup Servicer or a successor Servicer with respect to the Servicing Agreement (including, without limitation, (i) all legal costs and expenses and all due diligence costs and expenses associated with an evaluation of the potential termination of the Servicer as a result of an event a Servicer Event of default by the Servicer Default and (ii) all costs and expenses associated with the complete transfer of servicing, including all servicing files and all servicing data and the completion, correction or manipulation of such servicing data as may be required by the successor servicer to correct any errors or insufficiencies in the servicing data or otherwise to enable the successor service servicer to service the Mortgage Loans in accordance with the Servicing this Agreement) are not fully and timely reimbursed by the terminated Servicer or the Servicing Rights OwnerServicer, the Master Servicer shall be entitled to reimbursement of such costs and expenses from the Distribution Master Servicer Collection Account. (d) The Master Servicer shall require the Servicer to comply with the remittance requirements and other obligations set forth in the Servicing this Agreement. (e) If the Master Servicer acts as successor Servicer, it will not assume liability for the representations and warranties of the predecessor terminated Servicer, if any, that it replaces or for any errors, acts or omissions of such predecessor Servicer occurring prior to the termination of the Servicer; provided, however, the Master Servicer shall not be relieved of its liability, if any, as Master Servicer under this Section 3.09(e). (f) It is understood and acknowledged by the parties hereto that, under the Servicing Agreement, the Servicer has the right to resign as Servicer in accordance with the provisions of the Servicing Agreement, provided that (i) the Servicing Rights Owner consents to such resignation, and (ii) a successor Servicer is appointed by the Servicing Rights Owner which (a) is an Acceptable Successor Servicer and (b) which has assumed all of the obligations of the terminated Servicer under the Servicing Agreement. (g) It is understood and acknowledged by the parties hereto that, subject to the provision of 3.09(b) of this agreement, under the Servicing Agreement, the Servicing Rights Owner has the right to terminate the Servicer, without cause, in accordance with the provisions of the Servicing Agreement, provided that a successor Servicer is appointed which (a) is an Acceptable Successor Servicer and (b) which has assumed all of the obligations of the terminated Servicer under the Servicing Agreement. Any termination fees owed to the Servicer and any reasonable costs and expenses of the Master Servicer incurred in connection with such termination and transfer of servicing shall be paid by the Servicing Rights Owner.

Monitoring of the Servicer. (a) The Master Servicer shall be responsible for reporting to the Trustee (on behalf of the Trust) and the Depositor the compliance by the Servicer with its duties under the Servicing this Agreement. In the review of the Servicer’s 's activities, the Master Servicer may rely upon an officer’s 's certificate of the Servicer with regard to the such Servicer’s 's compliance with the terms of its Servicing this Agreement. In the event that the Master Servicer, in its judgment, determines that the Servicer should be terminated in accordance with its Servicing this Agreement, or that a notice should be sent pursuant to the Servicing Agreement, this Agreement with respect to the occurrence of an event that, unless cured, would constitute grounds for such termination, the Master Servicer shall notify the Depositor, the Trustee and the Servicing Rights Owner Depositor thereof and the Master Servicer shall issue such notice or take such other action as it deems appropriate and is consistent with Section 3.09(b) belowappropriate. (b) The Master Servicer, for the benefit of the Trust Trustee and the Certificateholders, shall enforce the obligations of the Servicer under the Servicing this Agreement. In , and shall, in the event that the Servicer fails to perform its obligations in accordance with the Servicing this Agreement, subject to the paragraph (a) abovepreceding paragraph, the Master Servicer shall terminate the rights and obligations of the Servicer thereunder and the Master Servicer shall act as servicer of the related Mortgage Loans or enter into a new Servicing Agreement with a successor Servicer that is an Acceptable Successor Servicer selected by or, if the Master ServicerServicer is unwilling or unable to act as a servicer, which the Master Servicer shall cause the Trustee to acknowledgeenter in to a new servicing agreement with 108 a successor servicer selected by the Master Servicer that is eligible in accordance with the criteria specified in this Agreement; provided, however, it is understood and acknowledged by the parties hereto that (i) there will be a period of transition (not to exceed 90 days) before the actual servicing functions can be fully transferred to such successor Servicer and (ii) during the period in which any successor Servicer appointed by the Master Servicer services the Mortgage Loansservicer. In either event, notwithstanding anything to the contrary in this Agreement or the Servicing Agreement, (a) such successor Servicer, including the Master Servicer if it is the successor Servicer, shall be entitled to the full amount of the Servicing Fee for the Mortgage Loans, and the Servicing Rights Owner shall not be entitled to any part of the Servicing Fee with respect to the Mortgage Loans and (b) such successor Servicer must assume all of the obligations of the terminated Servicer under the Servicing Agreement. Such enforcement, including, without limitation, the legal prosecution of claims, termination of the Servicing this Agreement and the pursuit of other appropriate remedies, shall be in such form and carried out to such an extent and at such time as the Master Servicer, in its good faith business judgment, would require were it the owner of the related Mortgage Loans. The Master Servicer shall pay the costs of such enforcement at its own expenseexpense subject to Section 9A.02(c), provided that the Master Servicer shall not be required to prosecute or defend any legal action except to the extent that the Master Servicer shall have received reasonable indemnity for its costs and expenses in pursuing such action from the Trust Fund. Notwithstanding anything to the contrary herein, upon the termination of the Servicer for any reason whatsoever, the Servicing Rights Owner, as owner of the Servicing Rights, shall at times have the right to present the Master Servicer with a successor Servicer which the Master Servicer will not unreasonably fail to select as the successor Servicer, assuming that such servicer is an Acceptable Successor Servicer and that such servicer will assume all of the obligations of the terminated Servicer under the Servicing Agreementaction. (c) To the extent that the costs and expenses of the Master Servicer related to any a termination of the Servicer, appointment of a successor Servicer servicer or the transfer and assumption of servicing by the Master Servicer or a successor Servicer with respect to the Servicing this Agreement (including, without limitation, (i) all legal costs and expenses and all due diligence costs and expenses associated with an evaluation of the potential termination of the Servicer as a result of an event of default by the Servicer and (ii) all costs and expenses associated with the complete transfer of servicing, including all servicing files and all servicing data and the completion, correction or manipulation of such servicing data as may be required by the successor servicer to correct any errors or insufficiencies in the servicing data or otherwise to enable the successor service to service the Mortgage Loans in accordance with the Servicing this Agreement) are not fully and timely reimbursed by the terminated Servicer or the Servicing Rights OwnerServicer, the Master Servicer shall be entitled to reimbursement of such costs and expenses from the Distribution AccountMaster Servicer Collection Account pursuant to Section 4.02(a). (d) The Master Servicer shall require the Servicer to comply with the remittance requirements and other obligations set forth in the Servicing this Agreement. (e) If the Master Servicer acts as Servicer, it will not assume liability for the representations and warranties of the predecessor Servicer, if any, that it replaces or for any errors, acts or omissions of such predecessor Servicer occurring prior to the termination of the Servicer; provided, however, the Master Servicer shall not be relieved of its liability, if any, as Master Servicer under this Section 3.09(e). (f) It is understood and acknowledged by the parties hereto that, under the Servicing Agreement, the Servicer has the right to resign as Servicer in accordance with the provisions of the Servicing Agreement, provided that (i) the Servicing Rights Owner consents to such resignation, and (ii) a successor Servicer is appointed by the Servicing Rights Owner which (a) is an Acceptable Successor Servicer and (b) which has assumed all of the obligations of the terminated Servicer under the Servicing Agreement. (g) It is understood and acknowledged by the parties hereto that, subject to the provision of 3.09(b) of this agreement, under the Servicing Agreement, the Servicing Rights Owner has the right to terminate the Servicer, without cause, in accordance with the provisions of the Servicing Agreement, provided that a successor Servicer is appointed which (a) is an Acceptable Successor Servicer and (b) which has assumed all of the obligations of the terminated Servicer under the Servicing Agreement. Any termination fees owed to the Servicer and any reasonable costs and expenses of the Master Servicer incurred in connection with such termination and transfer of servicing shall be paid by the Servicing Rights Owner.

Monitoring of the Servicer. (a) The Master Servicer shall be responsible for reporting to the Trustee (on behalf of Trustee, the Trust) Trust Administrator and the Depositor the non-compliance by the Servicer with its duties under the Servicing this Agreement. In the review of the Servicer’s activities, the Master Servicer may rely upon an officer’s certificate Officers’ Certificate of the Servicer (or similar document signed by a Servicing Officer of the Servicer) with regard to the Servicer’s compliance with the terms of its Servicing this Agreement. In the event that the Master Servicer, in its good faith judgment, determines that the Servicer should be terminated in accordance with its Servicing Agreementdue to the occurrence of a Servicer Event of Default, or that a notice should be sent pursuant to the Servicing Agreement, terms hereof with respect to the occurrence of an event that, unless cured, would constitute grounds for such terminationbecome a Servicer Event of Default, the Master Servicer shall notify the Depositor, the Trustee Trust Administrator and the Servicing Rights Owner Trustee thereof and the Master Servicer shall issue such notice or take such other action as it deems appropriate and is consistent with Section 3.09(b) below. (b) appropriate. The Master Servicer (or if the Master Servicer is the Servicer, the Trustee), for the benefit of the Trust and the Certificateholders, shall enforce the obligations of the Servicer under the Servicing this Agreement. In , and shall, in the event that it receives notice and confirms that the Servicer fails has failed to perform its obligations in accordance with the Servicing this Agreement, subject to the paragraph (a) abovepreceding paragraph, the Master Servicer shall terminate the rights and obligations of the Servicer thereunder hereunder and in accordance with the Master Servicer shall provisions of Article VII of this Agreement and act as servicer Servicer of the Mortgage Loans or enter into a new Servicing Agreement with appoint a successor Servicer that is an Acceptable Successor Servicer selected by the Master Servicer, which the Master Servicer shall cause the Trustee to acknowledgeservicer; provided, however, it is understood and acknowledged by the parties hereto that (i) there will be a period of transition (not to exceed 90 days) before the actual servicing functions can be fully transferred to such successor Servicer and (ii) during the period in which any successor Servicer appointed by the Master Servicer services the Mortgage Loans, notwithstanding anything to the contrary in this Agreement or the Servicing Agreement, (a) such successor Servicer, including the Master Servicer if it is the successor Servicer, shall be entitled to the full amount of the Servicing Fee for the Mortgage Loans, and the Servicing Rights Owner shall not be entitled to any part of the Servicing Fee with respect to the Mortgage Loans and (b) such successor Servicer must assume all of the obligations of the terminated Servicer under the Servicing Agreementservicer. Such enforcement, including, without limitation, the legal prosecution of claims, termination of the Servicing Agreement claims and the pursuit of other appropriate remedies, shall be in such form and carried out to such an extent and at such time as the Master ServicerServicer or Trustee, as applicable, in its good faith business judgment, would require were it the owner of the related Mortgage Loans. The Master Servicer or the Trustee, as applicable, shall pay the costs of such enforcement at its own expense, provided that the Master Servicer or the Trustee, as applicable, shall not be required to prosecute or defend any legal action except to the extent that the Master Servicer or the Trustee, as applicable, shall have received reasonable indemnity for its costs and expenses in pursuing such action from the Trust Fundaction. Notwithstanding anything to the contrary herein, upon the termination of the Servicer for any reason whatsoever, the Servicing Rights Owner, as owner of the Servicing Rights, shall at times have the right to present the Master Servicer with a successor Servicer which the Master Servicer will not unreasonably fail to select as the successor Servicer, assuming that such servicer is an Acceptable Successor Servicer and that such servicer will assume all of the obligations of the terminated Servicer under the Servicing Agreement. (c) To the extent that the costs and expenses of the Master Servicer or Trustee, as applicable, related to any termination of the Servicer, appointment of a successor Servicer servicer or the transfer and assumption of servicing by the Master Servicer or a successor Servicer the Trustee, as applicable, with respect to the Servicing this Agreement (including, without limitation, (i) all legal costs and expenses and all due diligence costs and expenses associated with an evaluation of the potential termination of the Servicer as a result of an event a Servicer Event of default by the Servicer Default and (ii) all costs and expenses associated with the complete transfer of servicing, including all servicing files and all servicing data and the completion, correction or manipulation of such servicing data as may be required by the successor servicer to correct any errors or insufficiencies in the servicing data or otherwise to enable the successor service servicer to service the Mortgage Loans in accordance with the Servicing this Agreement) are not fully and timely reimbursed by the terminated Servicer or the Servicing Rights OwnerServicer, the Master Servicer or the Trustee, as applicable, shall be entitled to reimbursement of such costs and expenses from the Distribution Account. (d) . The Master Servicer shall require (or if the Master Servicer is the Servicer, the Trustee) shall, upon receipt from the Servicer, the Master Servicer or the Trust Administrator, of notice of any failure of the Servicer to comply with the remittance requirements and other obligations set forth in the Servicing this Agreement. (e) , enforce such obligations. If the Master Servicer or the Trustee, as applicable, acts as Servicer, it will not assume liability for the representations and warranties of the predecessor Servicer, if any, Servicer that it replaces or for any errors, acts or omissions of such predecessor Servicer occurring prior to the termination of the Servicer; provided, however, the Master Servicer shall not be relieved of its liability, if any, as Master Servicer under this Section 3.09(e)replaces. (f) It is understood and acknowledged by the parties hereto that, under the Servicing Agreement, the Servicer has the right to resign as Servicer in accordance with the provisions of the Servicing Agreement, provided that (i) the Servicing Rights Owner consents to such resignation, and (ii) a successor Servicer is appointed by the Servicing Rights Owner which (a) is an Acceptable Successor Servicer and (b) which has assumed all of the obligations of the terminated Servicer under the Servicing Agreement. (g) It is understood and acknowledged by the parties hereto that, subject to the provision of 3.09(b) of this agreement, under the Servicing Agreement, the Servicing Rights Owner has the right to terminate the Servicer, without cause, in accordance with the provisions of the Servicing Agreement, provided that a successor Servicer is appointed which (a) is an Acceptable Successor Servicer and (b) which has assumed all of the obligations of the terminated Servicer under the Servicing Agreement. Any termination fees owed to the Servicer and any reasonable costs and expenses of the Master Servicer incurred in connection with such termination and transfer of servicing shall be paid by the Servicing Rights Owner.

Monitoring of the Servicer. (a) The Master Servicer shall be responsible for reporting to the Trustee (on behalf of the Trust) and the Depositor the compliance by the Servicer with its duties under the GreenPoint Servicing Agreement. In the review of the Servicer’s activities, the Master Servicer may rely upon an officer’s certificate of the Servicer with regard to the Servicer’s compliance with the terms of its the GreenPoint Servicing Agreement. In the event that the Master Servicer, in its judgment, determines that the Servicer should be terminated in accordance with its the GreenPoint Servicing Agreement, or that a notice should be sent pursuant to the such GreenPoint Servicing Agreement, Agreement with respect to the occurrence of an event that, unless cured, would constitute grounds for such termination, the Master Servicer shall notify the Depositor, Depositor and the Trustee and the Servicing Rights Owner thereof and the Master Servicer shall issue such notice or take such other action as it deems appropriate and is consistent with Section 3.09(b) belowappropriate. (b) The Master Servicer, for the benefit of the Trust Trustee and the Certificateholders, shall enforce the obligations of the Servicer under the GreenPoint Servicing Agreement. In , and shall, in the event that the Servicer fails to perform its obligations in accordance with the GreenPoint Servicing Agreement, subject to the paragraph (a) abovepreceding paragraph, the Master Servicer shall terminate the rights and obligations of the Servicer thereunder and the Master Servicer shall act as servicer of the related Mortgage Loans or to cause the Trustee to enter into in to a new GreenPoint Servicing Agreement with a successor Servicer that is an Acceptable Successor Servicer selected by the Master Servicer, which the Master Servicer shall cause the Trustee to acknowledge; provided, however, it is understood and acknowledged by the parties hereto that (i) there will be a period of transition (not to exceed 90 days) before the actual servicing functions can be fully transferred to such successor Servicer and (ii) during the period in which any successor Servicer appointed by the Master Servicer services the Mortgage Loans, notwithstanding anything to the contrary in this Agreement or the Servicing Agreement, (a) such successor Servicer, including the Master Servicer if it is the successor Servicer, shall be entitled to the full amount of the Servicing Fee for the Mortgage Loans, and the Servicing Rights Owner shall not be entitled to any part of the Servicing Fee with respect to the Mortgage Loans and (b) such successor Servicer must assume all of the obligations of the terminated Servicer under the Servicing Agreement. Such enforcement, including, without limitation, the legal prosecution of claims, termination of the GreenPoint Servicing Agreement and the pursuit of other appropriate remedies, shall be in such form and carried out to such an extent and at such time as the Master Servicer, in its good faith business judgment, would require were it the owner of the related Mortgage Loans. The Master Servicer shall pay the costs of such enforcement at its own expense, provided that the Master Servicer shall not be required to prosecute or defend any legal action except to the extent that the Master Servicer shall have received reasonable indemnity for its costs and expenses in pursuing such action from the Trust Fund. Notwithstanding anything to the contrary herein, upon the termination of the Servicer for any reason whatsoever, the Servicing Rights Owner, as owner of the Servicing Rights, shall at times have the right to present the Master Servicer with a successor Servicer which the Master Servicer will not unreasonably fail to select as the successor Servicer, assuming that such servicer is an Acceptable Successor Servicer and that such servicer will assume all of the obligations of the terminated Servicer under the Servicing Agreementaction. (c) To the extent that the costs and expenses of the Master Servicer related to any termination of the Servicer, appointment of a successor Servicer or the transfer and assumption of servicing by the Master Servicer or a successor Servicer with respect to the GreenPoint Servicing Agreement (including, without limitation, (i) all legal costs and expenses and all due diligence costs and expenses associated with an evaluation of the potential termination of the Servicer as a result of an event of default by the Servicer and (ii) all costs and expenses associated with the complete transfer of servicing, including all servicing files and all servicing data and the completion, correction or manipulation of such servicing data as may be required by the successor servicer to correct any errors or insufficiencies in the servicing data or otherwise to enable the successor service to service the Mortgage Loans in accordance with the GreenPoint Servicing Agreement) are not fully and timely reimbursed by the terminated Servicer or the Servicing Rights OwnerServicer, the Master Servicer shall be entitled to reimbursement of such costs and expenses from the Distribution Master Servicer Collection Account. (d) . The Master Servicer shall require the Servicer to comply with the remittance requirements and other obligations set forth in the GreenPoint Servicing Agreement. (e) . If the Master Servicer acts as Servicer, it will not assume liability for the representations and warranties of the predecessor Servicer, if any, that it replaces or for any errors, acts or omissions of such predecessor Servicer occurring prior to the termination of the Servicer; provided, however, the Master Servicer shall not be relieved of its liability, if any, as Master Servicer under this Section 3.09(e)replaces. (f) It is understood and acknowledged by the parties hereto that, under the Servicing Agreement, the Servicer has the right to resign as Servicer in accordance with the provisions of the Servicing Agreement, provided that (i) the Servicing Rights Owner consents to such resignation, and (ii) a successor Servicer is appointed by the Servicing Rights Owner which (a) is an Acceptable Successor Servicer and (b) which has assumed all of the obligations of the terminated Servicer under the Servicing Agreement. (g) It is understood and acknowledged by the parties hereto that, subject to the provision of 3.09(b) of this agreement, under the Servicing Agreement, the Servicing Rights Owner has the right to terminate the Servicer, without cause, in accordance with the provisions of the Servicing Agreement, provided that a successor Servicer is appointed which (a) is an Acceptable Successor Servicer and (b) which has assumed all of the obligations of the terminated Servicer under the Servicing Agreement. Any termination fees owed to the Servicer and any reasonable costs and expenses of the Master Servicer incurred in connection with such termination and transfer of servicing shall be paid by the Servicing Rights Owner.

Monitoring of the Servicer. (a) The Master Servicer shall be responsible for reporting to the Trustee (on behalf of the Trust) and the Depositor monitoring the compliance by the Servicer with its duties under the Servicing this Agreement. In the review of the Servicer’s activities, the Master Servicer may rely upon an officer’s certificate of the Servicer with regard to the Servicer’s its compliance with the terms of its Servicing this Agreement. In the event that the Master Servicer, in its judgment, determines that the Servicer should be terminated in accordance with its Servicing this Agreement, or that a notice should be sent pursuant to the Servicing Agreement, this Agreement with respect to the occurrence of an event that, unless cured, would constitute grounds for such termination, the Master Servicer shall notify the Depositor, Sponsor and the Trustee and the Servicing Rights Owner thereof and the Master Servicer shall issue such notice or take such other action as it deems appropriate and is consistent with Section 3.09(b) below. (b) appropriate. The Master Servicer, for the benefit of the Trust Trustee and the Certificateholders, shall enforce the obligations of the Servicer under the Servicing this Agreement. In , and shall, in the event that the Servicer fails to perform its obligations in accordance with the Servicing this Agreement, subject to the paragraph (a) abovethis Section and Article VIII, the Master Servicer shall terminate the rights and obligations of the Servicer thereunder and hereunder in accordance with the provisions of Article VIII. The Master Servicer shall act as servicer the Successor Servicer of the Mortgage Loans serviced by such terminated Servicer or enter into a new Servicing Agreement servicing agreement with a successor Servicer that is an Acceptable Successor Servicer selected by the Master Servicer, which the Master Servicer shall cause the Trustee to acknowledge; provided, however, it is understood and acknowledged by the parties hereto that (i) there will be a period of transition (not to exceed 90 ninety (90) days) before the actual servicing functions can be fully transferred to such successor Servicer and (ii) during the period in which any successor Servicer appointed by the Master Servicer services the Mortgage Loans, notwithstanding anything to the contrary in this Agreement or the Servicing Agreement, (a) such successor Successor Servicer, including the Master Servicer if it is the successor Servicer, shall be entitled to the full amount of the Servicing Fee for the Mortgage Loans, and the Servicing Rights Owner shall not be entitled to any part of the Servicing Fee with respect to the Mortgage Loans and (b) such successor Servicer must assume all of the obligations of the terminated Servicer under the Servicing Agreement. Such enforcement, including, without limitation, the legal prosecution of claims, termination of the Servicing Agreement claims and the pursuit of other appropriate remedies, shall be in such form and carried out to such an extent and at such time as the Master Servicer, in its good faith business judgment, would require were it the owner of the related Mortgage Loans. The Master Servicer shall pay the costs of such enforcement at its own expense, provided that the Master Servicer shall not be required to prosecute or defend any legal action except to the extent that the Master Servicer shall have received reasonable indemnity reasonably acceptable to it for its costs and expenses in pursuing such action from the Trust Fundaction. Notwithstanding anything to the contrary herein, upon the termination of the Servicer for any reason whatsoever, the Servicing Rights Owner, as owner of the Servicing Rights, shall at times have the right to present the Master Servicer with a successor Servicer which the Master Servicer will not unreasonably fail to select as the successor Servicer, assuming that such servicer is an Acceptable Successor Servicer and that such servicer will assume all of the obligations of the terminated Servicer under the Servicing Agreement. (c) To the extent that the costs and expenses of the Master Servicer related to any the termination of the Servicer, appointment of a successor Successor Servicer or the transfer and assumption of servicing by the Master Servicer or a successor Servicer with respect to the Servicing Agreement (including, without limitation, (i) all legal costs and expenses and all due diligence costs and expenses associated with an evaluation of the potential termination of the Servicer as a result of an event of default by the Servicer and (ii) all costs and expenses associated with the complete transfer of servicing, including all servicing files and all servicing data and the completion, correction or manipulation of such servicing data as may be required by the successor servicer Successor Servicer to correct any errors or insufficiencies in the servicing data or otherwise to enable the successor service Successor Servicer to service the Mortgage Loans in accordance with the Servicing this Agreement) are not fully and timely reimbursed by the terminated Servicer or the Servicing Rights OwnerServicer, the Master Servicer shall be entitled to reimbursement of such costs and expenses from the Distribution Account. (d) . The Master Servicer shall require the Servicer to comply with the remittance requirements and other obligations set forth in the Servicing this Agreement. (e) . If the Master Servicer acts as a Successor Servicer, it will shall not assume liability for the representations and warranties of the predecessor Servicer, if any, that it replaces or for any errors, acts or omissions of such predecessor Servicer occurring prior to the termination of the Servicer; provided, however, the Master Servicer shall not be relieved of its liability, if any, as Master Servicer under this Section 3.09(e)replaces. (f) It is understood and acknowledged by the parties hereto that, under the Servicing Agreement, the Servicer has the right to resign as Servicer in accordance with the provisions of the Servicing Agreement, provided that (i) the Servicing Rights Owner consents to such resignation, and (ii) a successor Servicer is appointed by the Servicing Rights Owner which (a) is an Acceptable Successor Servicer and (b) which has assumed all of the obligations of the terminated Servicer under the Servicing Agreement. (g) It is understood and acknowledged by the parties hereto that, subject to the provision of 3.09(b) of this agreement, under the Servicing Agreement, the Servicing Rights Owner has the right to terminate the Servicer, without cause, in accordance with the provisions of the Servicing Agreement, provided that a successor Servicer is appointed which (a) is an Acceptable Successor Servicer and (b) which has assumed all of the obligations of the terminated Servicer under the Servicing Agreement. Any termination fees owed to the Servicer and any reasonable costs and expenses of the Master Servicer incurred in connection with such termination and transfer of servicing shall be paid by the Servicing Rights Owner.

Monitoring of the Servicer. (a) The Master Servicer shall be responsible for reporting to the Trustee (on behalf of Trustee, the Trust) Trust Administrator and the Depositor the non-compliance by the Servicer with its duties under the Servicing this Agreement. In the review of the Servicer’s activities, the Master Servicer may rely upon an officer’s certificate Officers’ Certificate of the Servicer (or similar document signed by a Servicing Officer of the Servicer) with regard to the Servicer’s compliance with the terms of its Servicing this Agreement. In the event that the Master Servicer, in its good faith judgment, determines that the Servicer should be terminated in accordance with its Servicing Agreementdue to the occurrence of the Servicer Event of Default, or that a notice should be sent pursuant to the Servicing Agreement, terms hereof with respect to the occurrence of an event that, unless cured, would constitute grounds for such terminationbecome the Servicer Event of Default, the Master Servicer shall notify the Depositor, the Trustee Trust Administrator and the Servicing Rights Owner Trustee thereof and the Master Servicer shall issue such notice or take such other action as it deems appropriate and is consistent with Section 3.09(b) below. (b) appropriate. The Master Servicer (or if the Master Servicer is the Servicer, the Trustee), for the benefit of the Trust and the Certificateholders, shall enforce the obligations of the Servicer under the Servicing this Agreement. In , and shall, in the event that it receives notice and confirms that the Servicer fails has failed to perform its obligations in accordance with the Servicing this Agreement, subject to the paragraph (a) abovepreceding paragraph, the Master Servicer shall terminate the rights and obligations of the Servicer thereunder hereunder and in accordance with the provisions of Article VII of this Agreement and the Master Successor Servicer shall act as servicer Servicer of the Mortgage Loans or enter into a new Servicing Agreement with appoint a successor Servicer that is an Acceptable Successor Servicer selected by the Master Servicer, which the Master Servicer shall cause the Trustee to acknowledgeservicer; provided, however, it is understood and acknowledged by the parties hereto that (i) there will be a period of transition (not to exceed 30 days with respect to the Backup Servicer or 90 daysdays with respect to the Master Servicer or the Trustee) before the actual servicing functions can be fully transferred to such successor Servicer and (ii) during the period in which any successor Servicer appointed by the Master Servicer services the Mortgage Loans, notwithstanding anything to the contrary in this Agreement or the Servicing Agreement, (a) such successor Servicer, including the Master Servicer if it is the successor Servicer, shall be entitled to the full amount of the Servicing Fee for the Mortgage Loans, and the Servicing Rights Owner shall not be entitled to any part of the Servicing Fee with respect to the Mortgage Loans and (b) such successor Servicer must assume all of the obligations of the terminated Servicer under the Servicing Agreementservicer. Such enforcement, including, without limitation, the legal prosecution of claims, termination of the Servicing Agreement claims and the pursuit of other appropriate remedies, shall be in such form and carried out to such an extent and at such time as the Master ServicerServicer or Trustee, as applicable, in its good faith business judgment, would require were it the owner of the related Mortgage Loans. The Master Servicer or the Trustee, as applicable, shall pay the costs of such enforcement at its own expense, provided that the Master Servicer or the Trustee, as applicable, shall not be required to prosecute or defend any legal action except to the extent that the Master Servicer or the Trustee, as applicable, shall have received reasonable indemnity for its costs and expenses in pursuing such action from the Trust Fundaction. Notwithstanding anything to the contrary herein, upon the termination of the Servicer for any reason whatsoever, the Servicing Rights Owner, as owner of the Servicing Rights, shall at times have the right to present the Master Servicer with a successor Servicer which the Master Servicer will not unreasonably fail to select as the successor Servicer, assuming that such servicer is an Acceptable Successor Servicer and that such servicer will assume all of the obligations of the terminated Servicer under the Servicing Agreement. (c) To the extent that the costs and expenses of the Master Servicer or Trustee, as applicable, related to any termination of the ServicerServicer (other than a termination of the Servicer without cause by the Servicing Rights Owner pursuant to Section 6.04), appointment of a successor Servicer servicer or the transfer and assumption of servicing by the Master Servicer or a successor Servicer the Trustee, as applicable, with respect to the Servicing this Agreement (including, without limitation, (i) all legal costs and expenses and all due diligence costs and expenses associated with an evaluation of the potential termination of the Servicer as a result of an event of default by the Servicer Event of Default and (ii) all costs and expenses associated with the complete transfer of servicing, including all servicing files and all servicing data and the completion, correction or manipulation of such servicing data as may be required by the successor servicer to correct any errors or insufficiencies in the servicing data or otherwise to enable the successor service servicer to service the Mortgage Loans in accordance with the Servicing this Agreement) are not fully and timely reimbursed by the terminated Servicer or the Servicing Rights OwnerServicer, the Master Servicer or the Trustee, as applicable, shall be entitled to reimbursement of such costs and expenses from the Distribution Account. (d) . The Master Servicer shall require (or if the Master Servicer is the Servicer, the Trustee) shall, upon receipt from the Servicer, the Master Servicer or the Trust Administrator, of notice of any failure of the Servicer to comply with the remittance requirements and other obligations set forth in the Servicing this Agreement. (e) , enforce such obligations. If the Master Servicer or the Trustee, as applicable, acts as Servicer, it will not assume liability for the representations and warranties of the predecessor Servicer, if any, Servicer that it replaces or for any errors, acts or omissions of such predecessor Servicer occurring prior to the termination of the Servicer; provided, however, the Master Servicer shall not be relieved of its liability, if any, as Master Servicer under this Section 3.09(e)replaces. (f) It is understood and acknowledged by the parties hereto that, under the Servicing Agreement, the Servicer has the right to resign as Servicer in accordance with the provisions of the Servicing Agreement, provided that (i) the Servicing Rights Owner consents to such resignation, and (ii) a successor Servicer is appointed by the Servicing Rights Owner which (a) is an Acceptable Successor Servicer and (b) which has assumed all of the obligations of the terminated Servicer under the Servicing Agreement. (g) It is understood and acknowledged by the parties hereto that, subject to the provision of 3.09(b) of this agreement, under the Servicing Agreement, the Servicing Rights Owner has the right to terminate the Servicer, without cause, in accordance with the provisions of the Servicing Agreement, provided that a successor Servicer is appointed which (a) is an Acceptable Successor Servicer and (b) which has assumed all of the obligations of the terminated Servicer under the Servicing Agreement. Any termination fees owed to the Servicer and any reasonable costs and expenses of the Master Servicer incurred in connection with such termination and transfer of servicing shall be paid by the Servicing Rights Owner.

Monitoring of the Servicer. (a) The Master Servicer shall be responsible for reporting to the Trustee (on behalf of the Trust) and the Depositor monitoring the compliance by the Servicer with its duties under the Servicing Agreement. In the review of the Servicer’s activities, the Master Servicer may rely upon an officer’s certificate of the Servicer with regard to the Servicer’s its compliance with the terms of its the Servicing Agreement. In the event that the Master Servicer, in its judgment, determines that the Servicer should be terminated in accordance with its the Servicing Agreement, or that a notice should be sent pursuant to the Servicing Agreement, Agreement with respect to the occurrence of an event that, unless cured, would constitute grounds for such termination, the Master Servicer shall notify the Depositor, Sponsor and the Trustee and the Servicing Rights Owner thereof and the Master Servicer Trustee shall issue such notice or take such other action as it deems appropriate and is consistent with Section 3.09(b) below. (b) appropriate. The Master Servicer, for the benefit of the Trust Trustee and the Certificateholders, shall enforce the obligations of the Servicer under the Servicing Agreement. In , and shall, in the event that the Servicer fails to perform its obligations in accordance with the Servicing Agreement, subject to this Section and Article VIII, shall notify the paragraph (a) above, Trustee and the Master Servicer Trustee shall terminate the rights and obligations of the Servicer thereunder hereunder in accordance with the provisions of Article VIII and the Master Servicer shall act as servicer Successor Servicer of the Mortgage Loans or enter into in to a new Servicing Agreement servicing agreement with a successor Servicer that is an Acceptable Successor Servicer selected by the Master Servicer, which the Master Servicer shall cause the Trustee to acknowledgeTrustee; provided, however, it is understood and acknowledged by the parties hereto that (i) there will be a period of transition (not to exceed 90 ninety (90) days) before the actual servicing functions can be fully transferred to such successor Servicer and (ii) during the period in which any successor Servicer appointed by the Master Servicer services the Mortgage Loans, notwithstanding anything to the contrary in this Agreement or the Servicing Agreement, (a) such successor Successor Servicer, including the Master Servicer if it is the successor Servicer, shall be entitled to the full amount of the Servicing Fee for the Mortgage Loans, and the Servicing Rights Owner shall not be entitled to any part of the Servicing Fee with respect to the Mortgage Loans and (b) such successor Servicer must assume all of the obligations of the terminated Servicer under the Servicing Agreement. Such enforcement, including, without limitation, the legal prosecution of claims, termination of the Servicing Agreement claims and the pursuit of other appropriate remedies, shall be in such form and carried out to such an extent and at such time as the Master Servicer, in its good faith business judgment, would require were it the owner of the related Mortgage Loans. The Master Servicer shall pay the costs of such enforcement at its own expense, provided that the Master Servicer shall not be required to prosecute or defend any legal action except to the extent that the Master Servicer shall have received reasonable indemnity reasonably acceptable to it for its costs and expenses in pursuing such action from the Trust Fundaction. Notwithstanding anything to the contrary herein, upon the termination of the Servicer for any reason whatsoever, the Servicing Rights Owner, as owner of the Servicing Rights, shall at times have the right to present the Master Servicer with a successor Servicer which the Master Servicer will not unreasonably fail to select as the successor Servicer, assuming that such servicer is an Acceptable Successor Servicer and that such servicer will assume all of the obligations of the terminated Servicer under the Servicing Agreement. (c) To the extent that the costs and expenses of the Master Servicer related to any the termination of the Servicer, appointment of a successor Successor Servicer or the transfer and assumption of servicing by the Master Servicer or a successor Trustee as Successor Servicer with respect to the Servicing Agreement (including, without limitation, (i) all legal costs and expenses and all due diligence costs and expenses associated with an evaluation of the potential termination of the Servicer as a result of an event of default by the Servicer and (ii) all costs and expenses associated with the complete transfer of servicing, including all servicing files and all servicing data and the completion, correction or manipulation of such servicing data as may be required by the successor servicer Successor Servicer to correct any errors or insufficiencies in the servicing data or otherwise to enable the successor service Successor Servicer to service the Mortgage Loans in accordance with the Servicing Agreement) are not fully and timely reimbursed by the terminated Servicer or the Servicing Rights OwnerServicer, the Master Servicer Trustee shall be entitled to reimbursement of such costs and expenses from the Distribution Account. (d) . The Master Servicer shall require the Servicer to comply with the remittance requirements and other obligations set forth in the Servicing Agreement. (e) . If the Master Servicer Trustee acts as Successor Servicer, it will shall not assume liability for the representations and warranties of the predecessor Servicer, if any, that it replaces or for any errors, acts or omissions of such predecessor Servicer occurring prior to the termination of the Servicer; provided, however, the Master Servicer shall not be relieved of its liability, if any, as Master Servicer under this Section 3.09(e)replaces. (f) It is understood and acknowledged by the parties hereto that, under the Servicing Agreement, the Servicer has the right to resign as Servicer in accordance with the provisions of the Servicing Agreement, provided that (i) the Servicing Rights Owner consents to such resignation, and (ii) a successor Servicer is appointed by the Servicing Rights Owner which (a) is an Acceptable Successor Servicer and (b) which has assumed all of the obligations of the terminated Servicer under the Servicing Agreement. (g) It is understood and acknowledged by the parties hereto that, subject to the provision of 3.09(b) of this agreement, under the Servicing Agreement, the Servicing Rights Owner has the right to terminate the Servicer, without cause, in accordance with the provisions of the Servicing Agreement, provided that a successor Servicer is appointed which (a) is an Acceptable Successor Servicer and (b) which has assumed all of the obligations of the terminated Servicer under the Servicing Agreement. Any termination fees owed to the Servicer and any reasonable costs and expenses of the Master Servicer incurred in connection with such termination and transfer of servicing shall be paid by the Servicing Rights Owner.

Monitoring of the Servicer. (a) The Master Servicer shall be responsible for reporting to the Issuer, the Indenture Trustee, the Owner Trustee (on behalf of the Trust) and the Depositor the compliance by the Servicer with its duties under the ECC Capital Servicing Agreement. In the review of the Servicer’s activities, the Master Servicer may rely upon an officer’s certificate of the Servicer (or similar document signed by an officer of the Servicer) with regard to the Servicer’s compliance with the terms of its the ECC Capital Servicing Agreement. In the event that the Master Servicer, in its judgment, determines that the Servicer should be terminated in accordance with its the ECC Capital Servicing Agreement, or that a notice should be sent pursuant to the Servicing Agreement, Agreement with respect to the occurrence of an event that, unless cured, would constitute grounds for such termination, the Master Servicer shall notify the Depositor, the Trustee Issuer and the Servicing Rights Owner Indenture Trustee thereof and the Master Servicer shall issue such notice or take such other action as it deems appropriate and is consistent with Section 3.09(b) belowappropriate. (b) The Master Servicer, for the benefit of the Trust Issuer, the Indenture Trustee and the CertificateholdersNoteholders and the holders of the Owner Trust Certificates, shall enforce the obligations of the Servicer under the ECC Credit Servicing Agreement. In , and shall, in the event that the Servicer fails to perform its obligations in accordance with the ECC Capital Servicing Agreement, subject to the paragraph (a) abovepreceding paragraph, the Master Servicer shall terminate the rights and obligations of the Servicer thereunder and the Master Servicer shall act as servicer of the related Mortgage Loans or cause the Issuer and the Indenture Trustee to enter into in to a new Servicing Agreement servicing agreement with a successor Servicer that is an Acceptable Successor Servicer servicer selected by the Master Servicer, which the Master Servicer shall cause the Trustee to acknowledge; provided, however, it is understood and acknowledged by the parties hereto that (i) there will be a period of transition (not to exceed 90 days) before the actual servicing functions can be fully transferred to such successor Servicer and (ii) during the period in which any successor Servicer appointed by the Master Servicer services the Mortgage Loans, notwithstanding anything to the contrary in this Agreement or the Servicing Agreement, (a) such successor Servicer, including the Master Servicer if it is the successor Servicer, shall be entitled to the full amount of the Servicing Fee for the Mortgage Loans, and the Servicing Rights Owner shall not be entitled to any part of the Servicing Fee with respect to the Mortgage Loans and (b) such successor Servicer must assume all of the obligations of the terminated Servicer under the Servicing Agreementservicer. Such enforcement, including, without limitation, the legal prosecution of claims, termination of the ECC Capital Servicing Agreement and the pursuit of other appropriate remedies, shall be in such form and carried out to such an extent and at such time as the Master Servicer, in its good faith business judgment, would require were it the owner of the related Mortgage Loans. The Master Servicer shall pay the costs of such enforcement at its own expense, provided that the Master Servicer shall not be required to prosecute or defend any legal action except to the extent that the Master Servicer shall have received reasonable indemnity for its costs and expenses in pursuing such action from the Trust Fund. Notwithstanding anything to the contrary herein, upon the termination of the Servicer for any reason whatsoever, the Servicing Rights Owner, as owner of the Servicing Rights, shall at times have the right to present the Master Servicer with a successor Servicer which the Master Servicer will not unreasonably fail to select as the successor Servicer, assuming that such servicer is an Acceptable Successor Servicer and that such servicer will assume all of the obligations of the terminated Servicer under the Servicing Agreementaction. (c) To the extent that the costs and expenses of the Master Servicer related to any termination of the Servicer, appointment of a successor Servicer servicer or the transfer and assumption of servicing by the Master Servicer or a successor Servicer with respect to the ECC Capital Servicing Agreement (including, without limitation, (i) all legal costs and expenses and all due diligence costs and expenses associated with an evaluation of the potential termination of the Servicer as a result of an event of default by the Servicer and (ii) all costs and expenses associated with the complete transfer of servicing, including all servicing files and all servicing data and the completion, correction or manipulation of such servicing data as may be required by the successor servicer to correct any errors or insufficiencies in the servicing data or otherwise to enable the successor service to service the Mortgage Loans in accordance with the ECC Capital Servicing Agreement) are not fully and timely reimbursed by the terminated Servicer or the Servicing Rights OwnerServicer, the Master Servicer shall be entitled to reimbursement of such costs and expenses from the Distribution Payment Account. (d) The Master Servicer shall require the Servicer to comply with the remittance requirements and other obligations set forth in the ECC Capital Servicing Agreement. (e) If the Master Servicer acts as Servicer, it will not assume liability for the representations and warranties of the predecessor Servicer, if any, Servicer that it replaces or for any errors, acts or omissions of such predecessor Servicer occurring prior to the termination of the Servicer; provided, however, the Master Servicer shall not be relieved of its liability, if any, as Master Servicer under this Section 3.09(e)replaces. (f) It is understood and acknowledged by the parties hereto that, under the Servicing Agreement, the Servicer has the right to resign as Servicer in accordance with the provisions of the Servicing Agreement, provided that (i) the Servicing Rights Owner consents to such resignation, and (ii) a successor Servicer is appointed by the Servicing Rights Owner which (a) is an Acceptable Successor Servicer and (b) which has assumed all of the obligations of the terminated Servicer under the Servicing Agreement. (g) It is understood and acknowledged by the parties hereto that, subject to the provision of 3.09(b) of this agreement, under the Servicing Agreement, the Servicing Rights Owner has the right to terminate the Servicer, without cause, in accordance with the provisions of the Servicing Agreement, provided that a successor Servicer is appointed which (a) is an Acceptable Successor Servicer and (b) which has assumed all of the obligations of the terminated Servicer under the Servicing Agreement. Any termination fees owed to the Servicer and any reasonable costs and expenses of the Master Servicer incurred in connection with such termination and transfer of servicing shall be paid by the Servicing Rights Owner.

Monitoring of the Servicer. (a) The Master Servicer Servicing Administrator shall be responsible for reporting to the Trustee (on behalf of the Trust) and the Depositor monitoring the compliance by the Servicer with its duties under the Servicing this Agreement. In the review of the Servicer’s activities, the Master Servicer Servicing Administrator may rely upon an officerOfficer’s certificate Certificate of the Servicer with regard to the Servicer’s compliance with the terms of its Servicing this Agreement. In the event that the Master ServicerServicing Administrator, in its judgment, determines that the Servicer should be terminated in accordance with its Servicing Agreementthe terms hereof, or that a notice should be sent pursuant to the Servicing Agreement, terms hereof with respect to the occurrence of an event that, unless cured, would constitute grounds for such terminationa Servicer Event of Default, the Master Servicer Servicing Administrator shall notify the DepositorSeller, the Securities Administrator, the Backup Servicer and the Trustee thereof and the Servicing Rights Owner thereof and the Master Servicer Administrator shall issue such notice or take such other action as it deems appropriate and is consistent with Section 3.09(b) belowappropriate. (b) The Master ServicerServicing Administrator, for the benefit of the Trust Trustee, the Securities Administrator and the Certificateholders, shall enforce the obligations of the Servicer under the Servicing this Agreement. In , and shall, in the event that the Servicer fails to perform its obligations in accordance with the Servicing this Agreement, subject to the preceding paragraph (a) aboveand Article IX, cause the Master Servicer shall Trustee to terminate the rights and obligations of the Servicer thereunder and hereunder in accordance with the Master Servicer shall act as servicer provisions of the Mortgage Loans or enter into a new Servicing Agreement with a successor Servicer that is an Acceptable Successor Servicer selected by the Master Servicer, which the Master Servicer shall cause the Trustee to acknowledge; provided, however, it is understood and acknowledged by the parties hereto that (i) there will be a period of transition (not to exceed 90 days) before the actual servicing functions can be fully transferred to such successor Servicer and (ii) during the period in which any successor Servicer appointed by the Master Servicer services the Mortgage Loans, notwithstanding anything to the contrary in this Agreement or the Servicing Agreement, (a) such successor Servicer, including the Master Servicer if it is the successor Servicer, shall be entitled to the full amount of the Servicing Fee for the Mortgage Loans, and the Servicing Rights Owner shall not be entitled to any part of the Servicing Fee with respect to the Mortgage Loans and (b) such successor Servicer must assume all of the obligations of the terminated Servicer under the Servicing AgreementArticle IX. Such enforcement, including, without limitation, the legal prosecution of claims, termination of the Servicing Agreement claims and the pursuit of other appropriate remedies, shall be in such form and carried out to such an extent and at such time as the Master ServicerServicing Administrator, in its good faith business judgment, would require were it the owner of the related Mortgage Loans. The Master Servicer Servicing Administrator shall pay the costs of such enforcement at its own expense, provided that the Master Servicer Servicing Administrator shall not be required to prosecute or defend any legal action except to the extent that the Master Servicer Servicing Administrator shall have received reasonable indemnity for its costs and expenses in pursuing such action from the Trust Fund. Notwithstanding anything to the contrary herein, upon the termination of the Servicer for any reason whatsoever, the Servicing Rights Owner, as owner of the Servicing Rights, shall at times have the right to present the Master Servicer with a successor Servicer which the Master Servicer will not unreasonably fail to select as the successor Servicer, assuming that such servicer is an Acceptable Successor Servicer and that such servicer will assume all of the obligations of the terminated Servicer under the Servicing Agreementaction. (c) To the extent that the costs and expenses of the Master Servicer Servicing Administrator related to any the termination of the Servicer, appointment of a successor Servicer or the transfer and assumption of the servicing by the Master Backup Servicer or a successor Servicer with respect to the Servicing Agreement (including, without limitation, (i) all legal costs and expenses and all due diligence costs and expenses associated with an evaluation of the potential termination of the Servicer as a result of an event a Servicer Event of default by the Servicer Default and (ii) all costs and expenses associated with the complete transfer of servicing, including all servicing files and all servicing data and the completion, correction or manipulation of such servicing data as may be required by the successor servicer to correct any errors or insufficiencies in the servicing data or otherwise to enable the successor service servicer to service the Mortgage Loans in accordance with the Servicing this Agreement) are not fully and timely reimbursed by the terminated Servicer or Servicer, the Servicing Rights Owner, the Master Servicer Administrator shall be entitled to reimbursement of such costs and expenses from the Distribution Servicing Administrator Collection Account. (d) The Master Servicer Servicing Administrator shall require the Servicer to comply with the remittance requirements and other obligations set forth in the Servicing this Agreement. (e) If the Master Servicer Servicing Administrator acts as successor Servicer, it will not assume liability for the representations and warranties of the predecessor terminated Servicer, if any, that it replaces or for any errors, acts or omissions of such predecessor Servicer occurring prior to the termination of the Servicer; provided, however, the Master Servicer shall not be relieved of its liability, if any, as Master Servicer under this Section 3.09(e). (f) It is understood and acknowledged by the parties hereto that, under the Servicing Agreement, the Servicer has the right to resign as Servicer in accordance with the provisions of the Servicing Agreement, provided that (i) the Servicing Rights Owner consents to such resignation, and (ii) a successor Servicer is appointed by the Servicing Rights Owner which (a) is an Acceptable Successor Servicer and (b) which has assumed all of the obligations of the terminated Servicer under the Servicing Agreement. (g) It is understood and acknowledged by the parties hereto that, subject to the provision of 3.09(b) of this agreement, under the Servicing Agreement, the Servicing Rights Owner has the right to terminate the Servicer, without cause, in accordance with the provisions of the Servicing Agreement, provided that a successor Servicer is appointed which (a) is an Acceptable Successor Servicer and (b) which has assumed all of the obligations of the terminated Servicer under the Servicing Agreement. Any termination fees owed to the Servicer and any reasonable costs and expenses of the Master Servicer incurred in connection with such termination and transfer of servicing shall be paid by the Servicing Rights Owner.

Monitoring of the Servicer. (a) The Master Servicer shall be responsible for reporting to the Trustee (on behalf of the TrustTrust Fund) and the Depositor the compliance by the Servicer with its duties under the Servicing Agreement. In the review of the Servicer’s activities, the Master Servicer may rely upon an officer’s certificate of the Servicer with regard to the Servicer’s compliance with the terms of its Servicing Agreement. In the event that the Master Servicer, in its judgment, determines that the Servicer should be terminated in accordance with its Servicing Agreement, or that a notice should be sent pursuant to the such Servicing Agreement, Agreement with respect to the occurrence of an event that, unless cured, would constitute grounds for such termination, the Master Servicer shall notify the DepositorDepositor and the Trustee thereof, and with respect to the SRO Servicer, the Trustee and Master Servicer shall also notify the Servicing Rights Owner thereof Owner, and the Master Servicer shall issue such notice or take such other action as it deems appropriate and is consistent with Section 3.09(b3.03(b) or, with respect to the SRO Servicer, Section 3.03(f) below. (b) The Master Servicer, for the benefit of the Trust Fund, any NIMS Insurer and the Certificateholders, shall (acting as agent of the Trust Fund when enforcing the Trust Fund’s rights under each Servicing Agreement) (i) enforce the obligations of the Servicer under the Servicing Agreement. In , and (ii) in the event that the Servicer fails to perform its obligations in accordance with the Servicing Agreement, subject to the paragraph (a) abovepreceding paragraph, the Master Servicer shall terminate the rights and obligations of the Servicer thereunder and the Master Servicer shall act as servicer of the related Mortgage Loans or enter into a new Servicing Agreement with a successor Servicer that is an Acceptable Successor Servicer selected by the Master Servicer, Servicer which the Master Servicer shall cause the Trustee to acknowledge; provided, however, it is understood and acknowledged by the parties hereto that (i) there will be a period of transition (not to exceed 90 days) before the actual servicing functions can be fully transferred to such successor Servicer and (ii) during the period in which any successor Servicer appointed by the Master Servicer services the Mortgage Loans, notwithstanding anything to the contrary in this Agreement or the Servicing Agreement, (a) such successor Servicer, including the Master Servicer if it is the successor Servicer, shall be entitled to the full amount of the Servicing Fee for the Mortgage Loans, and the Servicing Rights Owner shall not be entitled to any part of the Servicing Fee with respect to the Mortgage Loans and (b) such successor Servicer must assume all of the obligations of the terminated Servicer under the Servicing Agreement. Such enforcement, including, without limitation, the legal prosecution of claims, termination of the Servicing Agreement and the pursuit of other appropriate remedies, shall be in such form and carried out to such an extent and at such time as the Master Servicer, in its good faith business judgment, would require were it the owner of the related Mortgage Loans. The Master Servicer shall pay the costs of such enforcement at its own expenseexpense except as provided below, provided that the Master Servicer shall not be required to prosecute or defend any legal action except to the extent that the Master Servicer shall have received reasonable indemnity for its costs and expenses in pursuing such action from the Trust Fund. Notwithstanding anything to the contrary herein, upon the termination of the Servicer for any reason whatsoever, the Servicing Rights Owner, as owner of the Servicing Rights, shall at times have the right to present the Master Servicer with a successor Servicer which the Master Servicer will not unreasonably fail to select as the successor Servicer, assuming that such servicer is an Acceptable Successor Servicer and that such servicer will assume all of the obligations of the terminated Servicer under the Servicing Agreement. (c) To the extent that the costs and expenses of the Master Servicer related to any termination of the Servicer, appointment of a successor Servicer or the transfer and assumption of servicing by the Master Servicer or a successor Servicer with respect to the Servicing Agreement (including, without limitation, (i) all reasonable legal costs and expenses and all due diligence costs and expenses associated with an evaluation of the potential termination of the Servicer as a result of an event of default by the Servicer and (ii) all reasonable costs and expenses associated with the complete transfer of servicing, including all servicing files and all servicing data and the completion, correction or manipulation of such servicing data as may be required by the successor servicer to correct any errors or insufficiencies in the servicing data or otherwise to enable the successor service servicer to service the Mortgage Loans in accordance with the Servicing Agreement) are not fully and timely reimbursed by the terminated Servicer, or with respect to any terminated SRO Servicer, are not fully and timely reimbursed by the terminated SRO Servicer or (or, solely with respect to a termination of any SRO Servicer without cause, the Servicing Rights Owner), the Master Servicer shall be entitled to reimbursement of such reasonable costs and expenses from the Distribution Account. (d) The Master Servicer shall require the Servicer to comply with the remittance requirements and other obligations set forth in the Servicing Agreement. (e) If the Master Servicer acts as Servicer, it will not assume liability for the representations and warranties of the predecessor Servicer, if any, that it replaces or for any errors, acts or omissions of such predecessor Servicer occurring prior to the termination of the Servicer; provided, however, the Master Servicer shall not be relieved of its liability, if any, as Master Servicer under this Section 3.09(e3.03(e). (f) It is understood and acknowledged by Notwithstanding anything to the parties hereto thatcontrary herein, under upon the termination of the SRO Servicer for any reason whatsoever, the Servicing AgreementRights Owner, as owner of the Servicer has related Servicing Rights, shall at all times have the right to resign as select a successor Servicer in accordance with acceptable to the provisions of Master Servicer, which the Servicing AgreementMaster Servicer shall appoint, provided that (i) the Servicing Rights Owner consents to such resignation, and (ii) a successor Servicer is appointed by the Servicing Rights Owner which (a) is an Acceptable Successor Servicer and (b) which has assumed that the Servicer will assume all of the obligations of the terminated Servicer under the Servicing Agreement. The Trustee shall have no duty, and shall not be required, to review the terms of such assumption under the Servicing Agreement. (g) It is understood and acknowledged by the parties hereto that, subject to the provision of 3.09(b) of this agreement, under the Servicing Agreement, the Servicing Rights Owner SRO Servicer has the right to terminate the Servicer, without cause, in accordance with the provisions of resign as a SRO Servicer under the Servicing Agreement, provided that such resignation shall not become effective until (i) the Servicing Rights Owner has consented to such resignation, and (ii) a successor Servicer is appointed which (a) is an Acceptable Successor Servicer and (b) which has assumed all of the obligations of the terminated Servicer under the Servicing Agreement. Any termination fees owed to the Servicer and any reasonable costs and expenses of the Master Servicer incurred in connection with such termination and transfer of servicing shall be paid by the Servicing Rights Owner.