Common use of Successor to a Servicer Clause in Contracts

Successor to a Servicer. (a) Within thirty (30) days or another period agreed to by the Trustee in writing after the termination of any Servicer's responsibilities and duties pursuant to Section 3.06 or Section 10.01 hereof, the Master Servicer (or the Trustee, if the Master Servicer's responsibilities and duties are being terminated) shall either (i) succeed (as of the date of such succession) to and assume all of such Servicer's responsibilities, rights, duties and obligations under this Agreement, or (ii) appoint a successor that shall succeed (as of the date of such succession) to all rights and assume all of the responsibilities and duties of such Servicer under this Agreement. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on Mortgage Loans as it and such successor shall agree; provided, however, that the fees of the successor Servicer with respect to the Mortgage Loans shall not be higher than the fees of the predecessor Servicer. In the event that any Servicer's duties and responsibilities under this Agreement are terminated pursuant to the aforementioned Sections, such Servicer shall discharge such duties and responsibilities during the period from the date it acquires knowledge of such termination until the effective date thereof (if such dates are not the same) with the same degree of diligence and prudence that it is obligated to exercise under this Agreement, and shall take no action whatsoever that might impair or prejudice the rights or financial condition of its successor, any other Servicer or the Trustee. The termination of a Servicer's responsibilities and duties under this Agreement pursuant to the aforementioned Sections shall not become effective until a successor shall be appointed pursuant to this Section 3.10 (or until the Trustee or Master Servicer, as applicable, succeeds to and assumes all of such Servicer's responsibilities under this Agreement) and shall in no event relieve such Servicer of the covenants, representations and warranties made herein and the remedies available to the Trustee under this Agreement. The provisions of Section 3.05 hereof shall be applicable to each Servicer, to the extent of claims against the Servicer arising out of the Servicer's actions or failure to act prior to termination, notwithstanding any termination of such Servicer's responsibilities and duties under this Agreement or the termination of this Agreement. A successor Servicer shall not, by reason of its appointment or assumption of the duties and responsibilities of another Servicer, assume any of the liabilities of such Servicer. (b) Any successor appointed as provided herein shall execute, acknowledge and deliver to each Servicer and to the Trustee, an instrument accepting such appointment, whereupon such successor shall become fully vested with all the rights, powers, duties, responsibilities and obligations of the Servicer it is succeeding, with like effect as if originally named as a party to this Agreement. Any resignation or termination of a Servicer pursuant to Section 3.06 or Section 12.01 hereof shall not affect any claims that the Trustee or any Servicer may have against the Trustee or another Servicer, in any case arising prior to any such termination or resignation. (c) Upon its termination or resignation, the terminated or resigning Servicer shall immediately deliver to the successor the funds in any account maintained by such Servicer pursuant to this Agreement (net of all unpaid Servicing Fees payable to it, unreimbursed Advances advanced by it and interest on such Advances at the Advance Rate), any Mortgage Loan Documents in such Servicer's possession and related documents and statements held by it hereunder and such Servicer shall account for all funds. Such Servicer shall execute and deliver such instruments and do all such other things as may reasonably be required to more fully and definitely vest and confirm in the successor all such rights, powers, duties, responsibilities, obligations and liabilities of such Servicer. The successor shall promptly make arrangements to reimburse such Servicer for amounts such Servicer actually expended, unreimbursed Advances and amounts owed to such Servicer in respect of unpaid Servicing Fees pursuant to this Agreement that would otherwise have been recovered by such Servicer pursuant to this Agreement but for the appointment of the successor servicer, net of any amounts owed by such Servicer hereunder. (d) Notwithstanding anything contained herein, a successor Servicer shall be an established housing and home finance institution or mortgage servicing institution (x) which has a net worth of not less than $15,000,000, (y) as to which each Rating Agency has given written confirmation stating that if the designated replacement were to serve as successor Servicer, none of the then current rating or ratings of all outstanding classes of the Certificates would be qualified, downgraded or withdrawn as a result thereof and (z) except for any Primary Servicer, is reasonably satisfactory to the Trustee based upon its financial and servicing ability.

Successor to a Servicer. (a) Within thirty (30) days or another period agreed to by the Trustee in writing after Upon the termination of any Servicer's responsibilities and duties pursuant to Section 3.06 3.11 or Section 10.01 9.01 hereof, the Master Servicer (or the Trustee, if the Master Servicer's responsibilities and duties are being terminated) Indenture Trustee shall either (i) succeed (as of the date of such succession) to and assume all of such Servicer's responsibilities, rights, duties and obligations under this Servicing Agreement, or (ii) appoint a successor that shall succeed (as of the date of such succession) to all rights and assume all of the responsibilities and duties of such Servicer under this Servicing Agreement. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on Mortgage Loans as it and such successor shall agree; provided, however, that the fees of the successor Servicer with respect to the Mortgage Loans shall not be higher than the fees of the predecessor Servicer. In the event that any Servicer's duties and responsibilities under this Servicing Agreement are terminated pursuant to the aforementioned Sections, such Servicer shall discharge such duties and responsibilities during the period from the date it acquires knowledge of such termination until the effective date thereof (if such dates are not the same) with the same degree of diligence and prudence that it is obligated to exercise under this Servicing Agreement, and shall take no action whatsoever that might impair or prejudice the rights or financial condition of its successor, any other Servicer or the Trusteeother Servicer. The termination of a Servicer's responsibilities and duties under this Servicing Agreement pursuant to the aforementioned Sections shall not become effective until a successor shall be appointed pursuant to this Section 3.10 13.09 (or until the Indenture Trustee or Master Servicer, as applicable, succeeds to and assumes all of such Servicer's responsibilities under this Servicing Agreement) and shall in no event relieve such Servicer of the covenants, representations and warranties made herein and the remedies available to the Trustee under this Servicing Agreement. The provisions of Section 3.05 3.10 hereof shall be applicable to each Servicer, to the extent of claims against the Servicer arising out of the Servicer's actions or failure to act prior to termination, notwithstanding any termination of such Servicer's responsibilities and duties under this Servicing Agreement or the termination of this Servicing Agreement. A successor Servicer shall not, by reason of its appointment or assumption of the duties and responsibilities of another Servicer, assume any of the liabilities of such Servicer. (b) Any successor appointed as provided herein shall execute, acknowledge and deliver to the Indenture Trustee and each Servicer and to the TrusteeServicer, an instrument accepting such appointment, whereupon such successor shall become fully vested with all the rights, powers, duties, responsibilities and obligations of the Servicer it is succeeding, with like effect as if originally named as a party to this Servicing Agreement. Any resignation or termination of a Servicer pursuant to Section 3.06 3.11 or Section 12.01 9.01 hereof shall not affect any rights or claims that the Trustee or any Servicer may have with respect to or against the Trustee Issuer or another Servicer, in any case arising prior to any such termination or resignation. The appointment of a successor Servicer shall not be effective until the Indenture Trustee shall have received written confirmation from each Rating Agency that such appointment will not result in an Adverse Rating Event. (c) Upon its termination or resignation, the terminated or resigning Servicer shall immediately deliver to the successor the funds in any account maintained by such Servicer pursuant to this Servicing Agreement (net of all unpaid Servicing Fees payable to it, and, in the case of the Master Servicer, unreimbursed Advances advanced by it and interest on such Advances at the Advance RateRate and, in the case of the Special Servicer, any additional fees it is entitled to pursuant to Section 6.12), any Mortgage Loan Documents in such Servicer's possession and related documents and statements held by it hereunder and such Servicer shall account for all funds. Such Servicer shall execute and deliver such instruments and do all such other things as may reasonably be required to more fully and definitely vest and confirm in the successor all such rights, powers, duties, responsibilities, obligations and liabilities of such Servicer. The successor shall promptly make arrangements to reimburse such Servicer for amounts such Servicer actually expended, unreimbursed Advances with interest at the Advance Rate and amounts owed to such Servicer in respect of unpaid Servicing Fees and additional servicing compensation pursuant to this Servicing Agreement that would otherwise have been recovered by such Servicer pursuant to this Servicing Agreement but for the appointment of the successor servicer, net of any amounts owed by such Servicer hereunder. (d) Notwithstanding anything contained herein, a successor Servicer shall be an established housing and home finance institution or mortgage servicing institution (x) which has a net worth of not less than $15,000,000, (y) as to which each Rating Agency has given written confirmation stating that if the designated replacement were to serve as successor Servicer, none of the then current rating or ratings of all outstanding classes of the Certificates would be qualified, downgraded or withdrawn as a result thereof and (z) except for any Primary Servicer, is reasonably satisfactory to the Trustee based upon its financial and servicing ability.

Successor to a Servicer. (a) Within thirty (30) days or another period agreed to by the Trustee in writing after the The termination of any Servicer's responsibilities and duties pursuant to Section 3.06 3.11 or Section 10.01 9.01 hereof, the Master Servicer (or the Trustee, if the Master Servicer's responsibilities and duties are being terminated) Trustee shall either (i) succeed (as of the date of such succession) to and assume all of such Servicer's responsibilities, rights, duties and obligations under this Agreement, or (ii) appoint a successor that shall succeed (as of the date of such succession) to all rights and assume all of the responsibilities and duties of such Servicer under this Agreement. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on Mortgage Loans as it and such successor shall agree; provided, however, that the fees of the successor Servicer with respect to the Mortgage Loans shall not be higher than the fees of the predecessor Servicer. In the event that any Servicer's duties and responsibilities under this Agreement are terminated pursuant to the aforementioned Sections, such Servicer shall discharge such duties and responsibilities during the period from the date it acquires knowledge of such termination until the effective date thereof (if such dates are not the same) with the same degree of diligence and prudence that it is obligated to exercise under this Agreement, and shall take no action whatsoever that might impair or prejudice the rights or financial condition of its successor, any other Servicer or the TrusteeServicer. The termination of a Servicer's responsibilities and duties under this Agreement pursuant to the aforementioned Sections shall not become effective until a successor shall be appointed pursuant to this Section 3.10 13.12 (or until the Trustee or Master Servicer, as applicable, succeeds to and assumes all of such Servicer's responsibilities under this Agreement) and shall in no event relieve such Servicer of the covenants, representations and warranties made herein and the remedies available to the Trustee under this Agreement. The provisions of Section 3.05 3.10 hereof shall be applicable to each Servicer, to the extent of claims against the Servicer arising out of the Servicer's actions or failure to act prior to termination, notwithstanding any termination of such Servicer's responsibilities and duties under this Agreement or the termination of this Agreement. A successor Servicer shall not, by reason of its appointment or assumption of the duties and responsibilities of another Servicer, assume any of the liabilities of such Servicer. (b) Any successor appointed as provided herein shall execute, acknowledge and deliver to the Trustee and each Servicer and to the TrusteeServicer, an instrument accepting such appointment, whereupon such successor shall become fully vested with all the rights, powers, duties, responsibilities and obligations of the Servicer it is succeeding, with like effect as if originally named as a party to this Agreement. Any resignation or termination of a Servicer pursuant to Section 3.06 3.11 or Section 12.01 9.01 hereof shall not affect any rights or claims that the Trustee or any Servicer may have with respect to or against the Trustee Issuer or another Servicer, in any case arising prior to any such termination or resignation. The appointment of a successor Servicer shall not be effective until the Trustee shall have received written confirmation from each Rating Agency that such appointment will not result in the withdrawal, qualification or downgrade of the rating on any Bond. (c) Upon its termination or resignation, the terminated or resigning Servicer shall immediately deliver to the successor the funds in any account maintained by such Servicer pursuant to this Agreement (net of all unpaid Servicing Fees payable to it, and, in the case of the Master Servicer, unreimbursed Advances advanced by it and interest on such Advances at the Advance Rate), any Mortgage Loan Documents in such Servicer's possession and related documents and statements held by it hereunder and such Servicer shall account for all funds. Such Servicer shall execute and deliver such instruments and do all such other things as may reasonably be required to more fully and definitely vest and confirm in the successor all such rights, powers, duties, responsibilities, obligations and liabilities of such Servicer. The successor shall promptly make arrangements to reimburse such Servicer for amounts such Servicer actually expended, unreimbursed Advances with interest at the Advance Rate and amounts owed to such Servicer in respect of unpaid Servicing Fees and additional servicing compensation pursuant to this Agreement that would otherwise have been recovered by such Servicer pursuant to this Agreement but for the appointment of the successor servicer, net of any amounts owed by such Servicer hereunder. (d) Notwithstanding anything contained herein, a successor Servicer shall be an established housing and home finance institution or mortgage servicing institution (x) which has a net worth of not less than $15,000,000, (y) as to which each Rating Agency has given written confirmation stating that if the designated replacement were to serve as successor Servicer, none of the then current rating or ratings of all outstanding classes of the Certificates would be qualified, downgraded or withdrawn as a result thereof and (z) except for any Primary Servicer, is reasonably satisfactory to the Trustee based upon its financial and servicing ability.

Successor to a Servicer. (a) Within thirty (30) days or another period agreed to by the Trustee in writing (not to exceed 60 days) after the termination of any Servicer's responsibilities and duties pursuant to the first two sentences of Section 3.06 or pursuant to Section 10.01 hereof, the Master Servicer (or the Trustee, if the Master Servicer's responsibilities and duties are being terminated) Trustee shall either (i) succeed (as of the date of such succession) to and assume all of such Servicer's responsibilities, rights, duties and obligations under this Agreement, or (ii) appoint a successor reasonably acceptable to the Directing Certificateholder, that shall succeed (as of the date of such succession) to all rights and assume all of the responsibilities and duties of such Servicer under this Agreement. In connection with such appointment and assumption, the Trustee shall be entitled to all the same compensation as to which such Servicer may be entitled hereunder (other than the Transferable Servicing Interest as set forth in Section 4.12), and may make such arrangements for the compensation of such successor out of payments on Mortgage Loans therefrom as it and such successor shall agree; provided, however, that the fees of the successor Servicer with respect to the Mortgage Loans shall not be higher than the fees of the predecessor Servicer. In the event that any Servicer's duties and responsibilities under this Agreement are terminated pursuant to the aforementioned Sections, such Servicer shall discharge such duties and responsibilities during the period from the date it acquires knowledge of such termination until the effective date thereof (if such dates are not the same) with the same degree of diligence and prudence that it is obligated to exercise under this Agreement, and shall take no action whatsoever that might impair or prejudice the rights or financial condition of its successor, any other Servicer or the Trustee. The termination of a Servicer's responsibilities and duties under this Agreement pursuant to the aforementioned Sections (or portions thereof) shall not become effective until a successor shall be appointed pursuant to this Section 3.10 (or until the Trustee or Master Servicer, as applicable, succeeds to and assumes all of such Servicer's responsibilities under this Agreement) and shall in no event relieve such Servicer of the covenants, representations and warranties made herein prior to the effectiveness of such termination and the remedies available to the Trustee under this Agreement. The provisions of Section Sections 3.05 and 3.08 hereof shall be applicable to each Servicer, to the extent of claims against the Servicer arising out of the Servicer's actions or failure to act prior to termination, notwithstanding any termination of such Servicer's responsibilities and duties under this Agreement or the termination of this Agreement. A successor Servicer shall not, by reason of its appointment or assumption of the duties and responsibilities of another Servicer, assume any of the liabilities of such Servicer. All costs incurred in connection with the termination of a Servicer shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs. If such predecessor Servicer defaults in its obligation to pay such costs, such costs shall be paid by the successor Servicer (in which case, the successor Servicer shall be entitled to reimbursement therefor from the assets of the Trust Fund). The predecessor Servicer shall remain liable to the Trust Fund for such costs. (b) Any successor appointed as provided herein shall execute, acknowledge and deliver to each Servicer and to the Trustee, an instrument accepting such appointment, whereupon such successor shall become fully vested with all the rights, powers, duties, responsibilities and obligations of the Servicer it is succeeding, with like effect as if originally named as a party to this Agreement. Any resignation or termination of a Servicer pursuant to Section 3.06 3.06, Section 6.16, Section 10.01 or Section 12.01 hereof shall not affect any rights or claims that the Trustee or any Servicer may have against the Trust Fund, Trustee or another Servicer, in any case arising prior to any such termination or resignation. (c) Upon its termination or resignation, the terminated or resigning Servicer shall immediately deliver to the successor the funds in any account maintained by such Servicer pursuant to this Agreement (net of all unpaid Servicing Fees and any additional compensation payable to itit pursuant to this Agreement, unreimbursed Advances advanced by it and interest on such Advances at the Advance Rate), any Mortgage Loan Documents in such Servicer's possession and related documents and statements held by it hereunder and such Servicer shall account for all funds. Such Servicer shall execute and deliver such instruments and do all such other things as may reasonably be required to more fully and definitely vest and confirm in the successor all such rights, powers, duties, responsibilities, obligations and liabilities of such Servicer. The successor shall promptly make arrangements to reimburse such Servicer for amounts such Servicer actually expended, unreimbursed Advances and amounts owed to such Servicer in respect of unpaid Servicing Fees and any additional compensation pursuant to this Agreement that would otherwise have been recovered by such Servicer pursuant to this Agreement but for the appointment of the successor servicer, net of any amounts owed by such Servicer hereunder. (d) Notwithstanding anything contained herein, a successor Servicer shall be an established housing and home finance institution or mortgage servicing institution (x) which has a net worth of not less than $15,000,000, 15,000,000 and (y) as to which each Rating Agency has given written confirmation stating that if the designated replacement (including the Trustee) were to serve as successor Servicer, none of the then then-current rating or ratings of all outstanding classes of the Certificates would be qualifiedqualified (if applicable), downgraded or withdrawn as a result thereof and (z) except for any Primary Servicer, is reasonably satisfactory to the Trustee based upon its financial and servicing abilitythereof.

Successor to a Servicer. (a) Within thirty (30) days or another period agreed to by the Trustee in writing (not to exceed sixty (60) days) after the termination of any Servicer's responsibilities and duties pursuant to the first two sentences of Section 3.06 or pursuant to Section 10.01 hereof, the Master Servicer (or the Trustee, if the Master Servicer's responsibilities and duties are being terminated) Trustee shall either (i) succeed (as of the date of such succession) to and assume all of such Servicer's responsibilities, rights, duties and obligations under this Agreement, or (ii) appoint a successor that shall succeed (as of the date of such succession) to all rights and assume all of the responsibilities and duties of such Servicer under this Agreement. In connection with such appointment and assumption, the Trustee shall be entitled to all the same compensation as to which such Servicer may be entitled hereunder, and may make such arrangements for the compensation of such successor out of payments on Mortgage Loans therefrom as it and such successor shall agree; provided, however, that the fees of the successor Servicer with respect to the Mortgage Loans shall not be higher than the fees of the predecessor Servicer. In the event that any Servicer's duties and responsibilities under this Agreement are terminated pursuant to the aforementioned Sections, such Servicer shall discharge such duties and responsibilities during the period from the date it acquires knowledge of such termination until the effective date thereof (if such dates are not the same) in accordance with the same degree of diligence and prudence that it is obligated to exercise under this AgreementAccepted Master Servicing Practices or Accepted Special Servicing Practices, as applicable, and shall take no action whatsoever that might impair or prejudice the rights or financial condition of its successor, any other Servicer or the Trustee. The termination of a Servicer's responsibilities and duties under this Agreement pursuant to the aforementioned Sections (or portions thereof) shall not become effective until a successor shall be appointed pursuant to this Section 3.10 (or until the Trustee or Master Servicer, as applicable, succeeds to and assumes all of such Servicer's responsibilities under this Agreement) and shall in no event relieve such Servicer of the covenants, representations and warranties made herein and the remedies available to the Trustee under this Agreement. The provisions of Section Sections 3.05 and 3.08 hereof shall be applicable to each Servicer, to the extent of claims against the Servicer arising out of the Servicer's actions or failure to act prior to termination, notwithstanding any termination of such Servicer's responsibilities and duties under this Agreement or the termination of this Agreement. A successor Servicer shall not, by reason of its appointment or assumption of the duties and responsibilities of another Servicer, assume any of the liabilities of such Servicer. All costs incurred in connection with the resignation by a Servicer or termination of a Servicer pursuant to an Event of Default shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs. If such predecessor Servicer defaults in its obligation to pay such costs, such costs shall be paid by the successor Servicer (in which case, the successor Servicer shall be entitled to reimbursement therefor from the assets of the Trust Fund). The predecessor Servicer shall remain liable to the Trust Fund for such costs. (b) Any successor appointed as provided herein shall execute, acknowledge and deliver to each Servicer and to the Trustee, an instrument accepting such appointment, whereupon such successor shall become fully vested with all the rights, powers, duties, responsibilities and obligations of the Servicer it is succeeding, with like effect as if originally named as a party to this Agreement. Any resignation or termination of a Servicer pursuant to Section 3.06 3.06, Section 6.16, Section 10.01 or Section 12.01 hereof shall not affect any rights or claims that the Trustee or any Servicer may have against the Trust Fund, Trustee or another Servicer, in any case arising prior to any such termination or resignation. (c) Upon its termination or resignation, the terminated or resigning Servicer shall immediately deliver to the successor the funds in any account maintained by such Servicer pursuant to this Agreement (net of all unpaid Servicing Fees and any additional compensation payable to itit pursuant to this Agreement, unreimbursed Advances advanced by it and interest on such Advances at the Advance Rate), any Mortgage Loan Documents in such Servicer's possession and related documents and statements held by it hereunder and such Servicer shall account for all funds. Such Servicer shall execute and deliver such instruments and do all such other things as may reasonably be required to more fully and definitely vest and confirm in the successor all such rights, powers, duties, responsibilities, obligations and liabilities of such Servicer. The successor shall promptly make arrangements to reimburse such Servicer for amounts such Servicer actually expended, unreimbursed Advances and amounts owed to such Servicer in respect of unpaid Servicing Fees and any additional compensation pursuant to this Agreement that would otherwise have been recovered by such Servicer pursuant to this Agreement but for the appointment of the successor servicer, net of any amounts owed by such Servicer hereunder. (d) Notwithstanding anything contained herein, a successor Servicer shall be an established housing and home finance institution or mortgage servicing institution (x) which has a net worth is in the business of not less than $15,000,000, servicing commercial mortgage loans similar to the Mortgage Loans and is qualified to service multifamily loans on behalf of the Federal National Mortgage Association (FNMA) or the Federal Home Loan Mortgage Corporation (FHLMC) and (y) as to which each Rating Agency has given written confirmation stating that if the designated replacement (including the Trustee) were to serve as successor Servicer, none of the then then-current rating or ratings of all outstanding classes Classes of the Certificates would be qualifiedqualified (if applicable), downgraded or withdrawn as a result thereof thereof. (e) The Master Servicer shall have the right without the prior written consent of the Trustee to (A) delegate or subcontract with or authorize or appoint anyone, or delegate certain duties, to other professionals such as attorneys and appraisers, as an agent of the Master Servicer to perform and carry out any duties, covenants or obligations to be performed and carried out by the Master Servicer hereunder, or (B) assign and delegate all of its duties hereunder; provided, however, that with respect to subclause (B), (i) the Master Servicer gives the Depositor, the Special Servicer and the Trustee notice of such assignment and delegation; (ii) such purchaser or transferee accepting such assignment and delegation executes and delivers to the Depositor and the Trustee an agreement accepting such assignment, which contains an assumption by such person of the rights, powers, duties, responsibilities, obligations and liabilities of the Master Servicer, with like effect as if originally named as a party to this Agreement; (iii) each Rating Agency confirms in writing that such assignment and delegation will not result in the qualification (if applicable), downgrade or withdrawal of its then-current ratings of the Certificates; and (ziv) the Depositor consents to such assignment and delegation, such consent not to be unreasonably withheld. In the case of any such assignment and delegation in accordance with the requirements of subclause (B) of this Section, the Master Servicer shall be released from its obligations under this Agreement, except that the Master Servicer shall remain liable for any Primary Servicer, is reasonably satisfactory all liabilities and obligations incurred by it as the Master Servicer hereunder prior to the Trustee based upon satisfaction of the conditions to such assignment set forth in the preceding sentence. In the case of any such assignment and delegation in accordance with the requirements of subclause (A) of this Section, the Master Servicer shall not be released from its financial and servicing abilityobligations under this Agreement. Notwithstanding the above, the Master Servicer may appoint sub-Servicers in accordance with Section 3.13 hereof.

Successor to a Servicer. (a) Within thirty (30) days or another period agreed to by the Trustee in writing after the termination of any Servicer's responsibilities and duties pursuant to Section 3.06 or Section 10.01 hereof, the Master Servicer (or the Trustee, if the Master Servicer's responsibilities and duties are being terminated) Trustee shall either (i) succeed (as of the date of such succession) to and assume all of such Servicer's responsibilities, rights, duties and obligations under this Agreement, or (ii) appoint a successor that shall succeed (as of the date of such succession) to all rights and assume all of the responsibilities and duties of such Servicer under this Agreement. In connection with such appointment and assumption, the Trustee shall be entitled to all the same compensation as to which such Servicer may be entitled hereunder, and may make such arrangements for the compensation of such successor out of payments on Mortgage Loans therefrom as it and such successor shall agree; provided, however, that the fees of the successor Servicer with respect to the Mortgage Loans shall not be higher than the fees of the predecessor Servicer. In the event that any Servicer's duties and responsibilities under this Agreement are terminated pursuant to the aforementioned Sections, such Servicer shall discharge such duties and responsibilities during the period from the date it acquires knowledge of such termination until the effective date thereof (if such dates are not the same) with the same degree of diligence and prudence that it is obligated to exercise under this Agreement, and shall take no action whatsoever that might impair or prejudice the rights or financial condition of its successor, any other Servicer or the Trustee. The termination of a Servicer's responsibilities and duties under this Agreement pursuant to the aforementioned Sections shall not become effective until a successor shall be appointed pursuant to this Section 3.10 (or until the Trustee or Master Servicer, as applicable, succeeds to and assumes all of such Servicer's responsibilities under this Agreement) and shall in no event relieve such Servicer of the covenants, representations and warranties made herein and the remedies available to the Trustee under this Agreement. The provisions of Section 3.05 hereof shall be applicable to each Servicer, to the extent of claims against the Servicer arising out of the Servicer's actions or failure to act prior to termination, notwithstanding any termination of such Servicer's responsibilities and duties under this Agreement or the termination of this Agreement. A successor Servicer shall not, by reason of its appointment or assumption of the duties and responsibilities of another Servicer, assume any of the liabilities of such Servicer. (b) Any successor appointed as provided herein shall execute, acknowledge and deliver to each Servicer and to the Trustee, an instrument accepting such appointment, whereupon such successor shall become fully vested with all the rights, powers, duties, responsibilities and obligations of the Servicer it is succeeding, with like effect as if originally named as a party to this Agreement. Any resignation or termination of a Servicer pursuant to Section 3.06 3.06, Section 6.16 or Section 12.01 hereof shall not affect any claims that the Trustee or any Servicer may have against the Trustee or another Servicer, in any case arising prior to any such termination or resignation. (c) Upon its termination or resignation, the terminated or resigning Servicer shall immediately deliver to the successor the funds in any account maintained by such Servicer pursuant to this Agreement (net of all unpaid Servicing Fees payable to it, unreimbursed Advances advanced by it and interest on such Advances at the Advance Rate), any Mortgage Loan Documents in such Servicer's possession and related documents and statements held by it hereunder and such Servicer shall account for all funds. Such Servicer shall execute and deliver such instruments and do all such other things as may reasonably be required to more fully and definitely vest and confirm in the successor all such rights, powers, duties, responsibilities, obligations and liabilities of such Servicer. The successor shall promptly make arrangements to reimburse such Servicer for amounts such Servicer actually expended, unreimbursed Advances and amounts owed to such Servicer in respect of unpaid Servicing Fees pursuant to this Agreement that would otherwise have been recovered by such Servicer pursuant to this Agreement but for the appointment of the successor servicer, net of any amounts owed by such Servicer hereunder. (d) Notwithstanding anything contained herein, a successor Servicer shall be an established housing and home finance institution or mortgage servicing institution reasonably satisfactory to the Trustee (x) which has a net worth of not less than $15,000,000, 15,000,000 and (y) as to which each Rating Agency has given written confirmation stating that if the designated replacement were to serve as successor Servicer, none of the then current rating or ratings of all outstanding classes of the Certificates would be qualified, downgraded or withdrawn as a result thereof and (z) except for any Primary Servicer, is reasonably satisfactory to the Trustee based upon its financial and servicing abilitythereof.

Successor to a Servicer. (a) Within thirty (30) days or another period agreed to by the Trustee in writing after the termination of any Servicer's responsibilities and duties pursuant to Section 3.06 or Section 10.01 hereof, the Master Servicer (or the Trustee, if the Master Servicer's responsibilities and duties are being terminated) Trustee shall either (i) succeed (as of the date of such succession) to and assume all of such Servicer's responsibilities, rights, duties and obligations under this Agreement, or (ii) appoint a successor that shall succeed (as of the date of such succession) to all rights and assume all of the responsibilities and duties of such Servicer under this Agreement. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on Mortgage Loans as it and such successor shall agree; provided, however, that the fees of the successor Servicer with respect to the Mortgage Loans shall not be higher than the fees of the predecessor Servicer. In the event that any Servicer's duties and responsibilities under this Agreement are terminated pursuant to the aforementioned Sections, such Servicer shall discharge such duties and responsibilities during the period from the date it acquires knowledge of such termination until the effective date thereof (if such dates are not the same) with the same degree of diligence and prudence that it is obligated to exercise under this Agreement, and shall take no action whatsoever that might impair or prejudice the rights or financial condition of its successor, any other Servicer Servicer, the Trustee or the TrusteeFiscal Agent. The termination of a Servicer's responsibilities and duties under this Agreement pursuant to the aforementioned Sections shall not become effective until a successor shall be appointed pursuant to this Section 3.10 (or until the Trustee or Master Servicer, as applicable, succeeds to and assumes all of such Servicer's responsibilities under this Agreement) and shall in no event relieve such Servicer of the covenants, representations and warranties made herein and the remedies available to the Trustee under this Agreement. The provisions of Section 3.05 hereof shall be applicable to each Servicer, to the extent of claims against the Servicer arising out of the Servicer's actions or failure to act prior to termination, notwithstanding any termination of such Servicer's responsibilities and duties under this Agreement or the termination of this Agreement. A successor Servicer shall not, by reason of its appointment or assumption of the duties and responsibilities of another Servicer, assume any of the liabilities of such Servicer. (b) Any successor appointed as provided herein shall execute, acknowledge and deliver to each Servicer and to the Trustee, an instrument accepting such appointment, whereupon such successor shall become fully vested with all the rights, powers, duties, responsibilities and obligations of the Servicer it is succeeding, with like effect as if originally named as a party to this Agreement. Any resignation or termination of a Servicer pursuant to Section 3.06 3.06, Section 6.16 or Section 12.01 hereof shall not affect any claims that the Trustee Trustee, the Fiscal Agent or any Servicer may have against the Trustee Trustee, the Fiscal Agent or another Servicer, in any case arising prior to any such termination or resignation. (c) Upon its termination or resignation, the terminated or resigning Servicer shall immediately deliver to the successor the funds in any account maintained by such Servicer pursuant to this Agreement (net of all unpaid Servicing Fees payable to it, unreimbursed Advances advanced by it and interest on such Advances at the Advance Rate), any Mortgage Loan Documents in such Servicer's possession and related documents and statements held by it hereunder and such Servicer shall account for all funds. Such Servicer shall execute and deliver such instruments and do all such other things as may reasonably be required to more fully and definitely vest and confirm in the successor all such rights, powers, duties, responsibilities, obligations and liabilities of such Servicer. The successor shall promptly make arrangements to reimburse such Servicer for amounts such Servicer actually expended, unreimbursed Advances and amounts owed to such Servicer in respect of unpaid Servicing Fees pursuant to this Agreement that would otherwise have been recovered by such Servicer pursuant to this Agreement but for the appointment of the successor servicer, net of any amounts owed by such Servicer hereunder. (d) Notwithstanding anything contained herein, a successor Servicer shall be an established housing and home finance institution or mortgage servicing institution (x) which has a net worth of not less than $15,000,000, 15,000,000 and (y) as to which each Rating Agency has given written confirmation stating that if the designated replacement were to serve as successor Servicer, none of the then current rating or ratings of all outstanding classes of the Certificates would be qualified, downgraded or withdrawn as a result thereof and (z) except for any Primary Servicer, is reasonably satisfactory to the Trustee based upon its financial and servicing abilitythereof.