Common use of The Fiscal Agent Clause in Contracts

The Fiscal Agent. (a) To the extent that the Trustee is required, pursuant to the terms of this Agreement, to make any Payment Advance, whether as successor Master Servicer or otherwise, and has failed to do so in accordance with the terms hereof, the Fiscal Agent shall make such Payment Advance when and as required by the terms of this Agreement on behalf the Trustee as if the Fiscal Agent were the Trustee hereunder. To the extent that the Fiscal Agent makes a Payment Advance pursuant to this Section 8.14, the obligations of the Trustee under this Agreement in respect of such Payment Advance shall be satisfied. Notwithstanding anything contained in this Agreement to the contrary, the Fiscal Agent shall be entitled to all limitations on liability, rights of reimbursement and indemnities that the Trustee is entitled to hereunder as if it were the Trustee. (b) All fees and expenses of the Fiscal Agent incurred by the Fiscal Agent in connection with the transactions contemplated by this Agreement shall be borne by the Trustee, and the neither the Trustee nor the Fiscal Agent shall be entitled to reimbursement therefor from any of the Trust Fund, the Depositor or the Master Servicer. (c) The obligations of the initial Fiscal Agent set forth in this Section 8.14 shall exist for so long as the initial Trustee shall act as Trustee hereunder. The obligations of the initial Fiscal Agent set forth in this Section 8.14 shall cease to exist to the extent that the initial Trustee is no longer acting as Trustee hereunder. The responsibility for appointing a successor Fiscal Agent shall belong to the successor Trustee insofar as such appointment is necessary for such successor Trustee to satisfy the eligibility requirements of Section 8.06.

The Fiscal Agent. (a) The Fiscal Agent shall at all times maintain a long-term unsecured debt rating of no less than "AA-" from S&P (or "A+" from S&P, if the Fiscal Agent's short-term unsecured debt rating is at least "A-1" by S&P) and "AA-" from Fitch (or, in the case of either Rating Agency, such other rating as shall not result in an Adverse Rating Event with respect to any Class of Certificates rated by such Rating Agency, as confirmed in writing by such Rating Agency). (b) To the extent that the Trustee is required, pursuant to the terms of this Agreement, to make any Payment Advance, whether as successor Master Servicer master servicer or otherwise, and has failed to do so in accordance with the terms hereof, the Fiscal Agent shall make such Payment Advance when and as required by the terms of this Agreement on behalf the Trustee as if the Fiscal Agent were the Trustee hereunder. To the extent that the Fiscal Agent makes a Payment an Advance pursuant to this Section 8.148.17(b) or otherwise pursuant to this Agreement, the obligations of the Trustee under this Agreement in respect of such Payment Advance shall be satisfied. . (c) Notwithstanding anything contained in this Agreement to the contrary, the Fiscal Agent shall be entitled to all limitations on liability, rights of reimbursement and indemnities that the Trustee is entitled to hereunder as if it were the Trustee. (b) All , except that all fees and expenses of the Fiscal Agent (other than any interest owed to the Fiscal Agent in respect of unreimbursed Advances) incurred by the Fiscal Agent in connection with the transactions contemplated by this Agreement shall be borne by the Trustee, and the neither the Trustee nor the Fiscal Agent shall be entitled to reimbursement therefor from any of the Trust Fund, the Depositor Depositor, the Master Servicer or the Master Special Servicer. (cd) The obligations of the initial Fiscal Agent set forth in this Section 8.14 8.17 or otherwise pursuant to this Agreement shall exist only for so long as the Trustee that appointed it (or, in the case of the initial Trustee Fiscal Agent, so long as the initial Trustee) shall act as Trustee hereunder. The obligations Fiscal Agent may resign or be removed by the Trustee only if and when the existence of such Fiscal Agent is no longer necessary for such Trustee to satisfy the eligibility requirements of Section 8.06; provided that the Fiscal Agent shall be deemed to have resigned at such time as the Trustee that appointed it (or, in the case of the initial Fiscal Agent set forth in this Section 8.14 shall cease to exist to the extent that Agent, at such time as the initial Trustee Trustee) resigns or is no longer acting removed as Trustee hereunder. The hereunder (in which case the responsibility for appointing a successor Fiscal Agent shall belong to the successor Trustee, and which appointment the successor Trustee shall use its best efforts to make, insofar as such appointment is necessary for such successor Trustee to satisfy the eligibility requirements of Section 8.06.Section

The Fiscal Agent. (a) The Fiscal Agent shall at all times maintain a long-term unsecured debt rating of no less than "AA-" from S&P (or "A+" from S&P, if the Fiscal Agent's short-term unsecured debt rating is at least "A-1" by S&P) and "AA-" from Fitch (or, in the case of either Rating Agency, such other rating as shall not result in an Adverse Rating Event with respect to any Class of Certificates rated by such Rating Agency, as confirmed in writing by such Rating Agency). (b) To the extent that the Trustee is required, pursuant to the terms of this Agreement, to make any Payment Advance, whether as successor Master Servicer master servicer or otherwise, and has failed to do so in accordance with the terms hereof, the Fiscal Agent shall make such Payment Advance when and as required by the terms of this Agreement on behalf the Trustee as if the Fiscal Agent were the Trustee hereunder. To the extent that the Fiscal Agent makes a Payment an Advance pursuant to this Section 8.148.17(b) or otherwise pursuant to this Agreement, the obligations of the Trustee under this Agreement in respect of such Payment Advance shall be satisfied. . (c) Notwithstanding anything contained in this Agreement to the contrary, the Fiscal Agent shall be entitled to all limitations on liability, rights of reimbursement and indemnities that the Trustee is entitled to hereunder as if it were the Trustee. (b) All , except that all fees and expenses of the Fiscal Agent (other than any interest owed to the Fiscal Agent in respect of unreimbursed Advances) incurred by the Fiscal Agent in connection with the transactions contemplated by this Agreement shall be borne by the Trustee, and the neither the Trustee nor the Fiscal Agent shall be entitled to reimbursement therefor from any of the Trust Fund, the Depositor Depositor, the Master Servicer or the Master Special Servicer. (cd) The obligations of the initial Fiscal Agent set forth in this Section 8.14 8.17 or otherwise pursuant to this Agreement shall exist only for so long as the initial Trustee shall act as Trustee hereunder. The obligations of that appointed it (or, in the initial Fiscal Agent set forth in this Section 8.14 shall cease to exist to the extent that the initial Trustee is no longer acting as Trustee hereunder. The responsibility for appointing a successor Fiscal Agent shall belong to the successor Trustee insofar as such appointment is necessary for such successor Trustee to satisfy the eligibility requirements of Section 8.06.case of

The Fiscal Agent. (a) The Fiscal Agent shall at all times maintain a long-term unsecured debt rating of no less than "Aa3" from Moody's and "AA-" from S&P (or "A+" from S&P if the Fiscal Agent has a xxxxx-xerm unsecured debt rating of at least "A-1" by S&P) (or, in the case of any such Rating Agency, such lower rating as will not (as confirmed in writing by such Rating Agency) result in an Adverse Rating Event). (b) To the extent that the Trustee is required, pursuant to the terms of this Agreement, to make any Payment Advance, whether as successor Master Servicer master servicer or otherwise, and has failed to do so in accordance with the terms hereof, the Fiscal Agent shall make such Payment Advance when and as required by the terms of this Agreement on behalf the Trustee as if the Fiscal Agent were the Trustee hereunder. To the extent that the Fiscal Agent makes a Payment an Advance pursuant to this Section 8.148.17(b) or otherwise pursuant to this Agreement, the obligations of the Trustee under this Agreement in respect of such Payment Advance shall be satisfied. Notwithstanding anything contained in this Agreement to the contrary, the Fiscal Agent shall be entitled to all limitations on liability, rights of reimbursement and indemnities that the Trustee is entitled to hereunder as if it were the Trustee. (bc) All fees and expenses of the Fiscal Agent (other than any interest owed to the Fiscal Agent in respect of unreimbursed Advances) incurred by the Fiscal Agent in connection with the transactions contemplated by this Agreement shall be borne by the Trustee, and the neither the Trustee nor the Fiscal Agent shall be entitled to reimbursement therefor from any of the Trust Fund, the Depositor Depositor, the Master Servicer or the Master Special Servicer. (cd) The obligations of the initial Fiscal Agent set forth in this Section 8.14 8.17 or otherwise pursuant to this Agreement shall exist only for so long as the Trustee that appointed it (or, in the case of the initial Trustee Fiscal Agent, so long as the initial Trustee) shall act as Trustee hereunder. The obligations Fiscal Agent may resign or be removed by the Trustee only if and when the existence of such Fiscal Agent is no longer necessary for such Trustee to satisfy the eligibility requirements of Section 8.06; provided that the Fiscal Agent shall be deemed to have resigned at such time as the Trustee that appointed it (or, in the case of the initial Fiscal Agent set forth in this Section 8.14 shall cease to exist to the extent that Agent, at such time as the initial Trustee Trustee) resigns or is no longer acting removed as Trustee hereunder. The hereunder (in which case the responsibility for appointing a successor Fiscal Agent shall belong to the successor Trustee, and which appointment the successor Trustee shall use its best efforts to make, insofar as such appointment is necessary for such successor Trustee to satisfy the eligibility requirements of Section 8.06.Section

The Fiscal Agent. (a) The Fiscal Agent shall at all times maintain a long-term unsecured debt rating of no less than "AA-" from S&P (or "A+" from S&P, if the Fiscal Agent's short-term unsecured debt rating is at least "A-1" by S&P) and "Aa3" from Moody's (or, in the case of either Rating Agency, such other ratinx xx xxall not result in an Adverse Rating Event, as confirmed in writing by such Rating Agency). (b) To the extent that the Trustee is required, pursuant to the terms of this Agreement, to make any Payment Advance, whether as successor Master Servicer master servicer or otherwise, and has failed to do so in accordance with the terms hereof, the Fiscal Agent shall make such Payment Advance when and as required by the terms of this Agreement on behalf the Trustee as if the Fiscal Agent were the Trustee hereunder. To the extent that the Fiscal Agent makes a Payment an Advance pursuant to this Section 8.148.17(b) or otherwise pursuant to this Agreement, the obligations of the Trustee under this Agreement in respect of such Payment Advance shall be satisfied. . (c) Notwithstanding anything contained in this Agreement to the contrary, the Fiscal Agent shall be entitled to all limitations on liability, rights of reimbursement and indemnities that the Trustee is entitled to hereunder as if it were the Trustee. (b) All , except that all fees and expenses of the Fiscal Agent (other than any interest owed to the Fiscal Agent in respect of unreimbursed Advances) incurred by the Fiscal Agent in connection with the transactions contemplated by this Agreement shall be borne by the Trustee, and the neither the Trustee nor the Fiscal Agent shall be entitled to reimbursement therefor from any of the Trust Fund, the Depositor Depositor, the Master Servicer or the Master Special Servicer. (cd) The obligations of the initial Fiscal Agent set forth in this Section 8.14 8.17 or otherwise pursuant to this Agreement shall exist only for so long as the initial Trustee shall act as Trustee hereunder. The obligations of that appointed it (or, in the initial Fiscal Agent set forth in this Section 8.14 shall cease to exist to the extent that the initial Trustee is no longer acting as Trustee hereunder. The responsibility for appointing a successor Fiscal Agent shall belong to the successor Trustee insofar as such appointment is necessary for such successor Trustee to satisfy the eligibility requirements of Section 8.06.case of

The Fiscal Agent. (a) The Fiscal Agent shall at all times maintain a long-term unsecured debt rating of no less than "Aa3" from Xxxxx'x and "AA-" from S&P (or, in the case of any such Rating Agency, such lower rating as will not result in an Adverse Rating Event (as confirmed in writing to the Trustee, the Fiscal Agent and the Depositor by such Rating Agency)). (b) To the extent that the Trustee is required, pursuant to the terms of this Agreement, to make any Payment Advance, whether as successor Master Servicer or otherwise, and has failed to do so in accordance with the terms hereof, the Fiscal Agent shall make such Payment Advance when and as required by the terms of this Agreement on behalf of the Trustee as if the such Fiscal Agent were the Trustee hereunder. To the extent that the Fiscal Agent makes a Payment an Advance pursuant to this Section 8.148.18 or otherwise pursuant to this Agreement, the obligations of the Trustee under this Agreement in respect of such Payment Advance shall be satisfied. . (c) Notwithstanding anything contained in this Agreement to the contrary, the Fiscal Agent shall be entitled to all limitations on liability, rights of reimbursement and indemnities that to which the Trustee is entitled hereunder (including, without limitation, pursuant to hereunder Section 8.05(b)) as if it were the Trustee. (b) All , except that all fees and expenses of the Fiscal Agent incurred by the Fiscal Agent in connection with the transactions contemplated by this Agreement shall be borne by the Trustee, and the neither the Trustee nor the such Fiscal Agent shall be entitled to reimbursement therefor from any of the Trust FundTrust, the Depositor Depositor, the Master Servicer or the Master Special Servicer. (cd) The obligations of the initial Fiscal Agent set forth in this Section 8.14 8.18 or otherwise pursuant to this Agreement shall exist only for so long as the initial Trustee that appointed it shall act as Trustee hereunderhereunder and the Fiscal Agent shall automatically be removed in the event of the resignation or removal of the Trustee. The obligations Fiscal Agent may resign or be removed by the Trustee only if and when the existence of the initial Fiscal Agent set forth in this Section 8.14 shall cease to exist to the extent that the initial Trustee is no longer acting necessary for such Trustee to satisfy the eligibility requirements of Section 8.06; provided that the Fiscal Agent shall be deemed to have resigned at such time as the Trustee that appointed it resigns or is removed as Trustee hereunder. The hereunder (in which case the responsibility for appointing a successor Fiscal Agent in accordance with this Section 8.18(d) shall belong to the successor Trustee insofar as such appointment is necessary for such successor Trustee to satisfy the eligibility requirements of Section 8.06). (e) The Trustee shall promptly notify the other parties hereto and the Certificateholders in writing of the resignation or removal of the Fiscal Agent. (f) The parties hereto hereby agree that ABN AMRO Bank N.V. shall be the initial Fiscal Agent hereunder for the purposes of exercising and performing the obligations and duties imposed upon the Fiscal Agent in this Agreement. The Fiscal Agent undertakes to perform such duties and only such duties as are specifically set forth in this Agreement.

The Fiscal Agent. (a) The Fiscal Agent shall at all times maintain a long-term unsecured debt rating of no less than "AA-" from S&P (or "A+" from S&P, if the Fiscal Agent's short-term unsecured debt rating is at least "A-1" by S&P) and "AA-" from Fitch, or, in the case of either Rating Agency, such other rating as shall not result in the withdrawal, downgrade, or qualification of the rating assigned by the Rating Agency to any Class of Certificates then rated by the Rating Agency, as confirmed in writing by such Rating Agency. (b) To the extent that the Trustee is required, pursuant to the terms of this Agreement, to make any Payment Advance, whether as successor Master Servicer master servicer or otherwise, and has failed to do so in accordance with the terms hereof, the Fiscal Agent shall make such Payment Advance when and as required by the terms of this Agreement on behalf the Trustee as if the Fiscal Agent were the Trustee hereunder. To the extent that the Fiscal Agent makes a Payment an Advance pursuant to this Section 8.148.19(b) or otherwise pursuant to this Agreement, the obligations of the Trustee under this Agreement in respect of such Payment Advance shall be satisfied. Notwithstanding anything contained in this Agreement to the contrary, the Fiscal Agent shall be entitled to all limitations on liability, rights of reimbursement and indemnities that the Trustee is entitled to hereunder as if it were the Trustee. (bc) All fees and expenses of the Fiscal Agent (other than any interest owed to the Fiscal Agent in respect of unreimbursed Advances) incurred by the Fiscal Agent in connection with the transactions contemplated by this Agreement shall be borne by the Trustee, and the neither the Trustee nor the Fiscal Agent shall be entitled to reimbursement therefor from any of the Trust Fund, the Depositor Depositor, the Master Servicer or the Master Special Servicer. (cd) The obligations of the initial Fiscal Agent set forth in this Section 8.14 8.19 or otherwise pursuant to this Agreement shall exist only for so long as the Trustee that appointed it (or, in the case of the initial Trustee Fiscal Agent, so long as the initial Trustee) shall act as Trustee hereunder. The obligations Fiscal Agent may resign or be removed by the Trustee only if and when the existence of such Fiscal Agent is no longer necessary for such Trustee to satisfy the eligibility requirements of Section 8.06; provided that the Fiscal Agent shall be deemed to have resigned at such time as the Trustee that appointed it (or, in the case of the initial Fiscal Agent set forth in this Section 8.14 shall cease to exist to the extent that Agent, at such time as the initial Trustee Trustee) resigns or is no longer acting removed as Trustee hereunder. The hereunder (in which case the responsibility for appointing a successor Fiscal Agent shall belong to the successor Trustee, and which appointment the successor Trustee shall use its best efforts to make, insofar as such appointment is necessary for such successor Trustee to satisfy the eligibility requirements of Section 8.06.Section

The Fiscal Agent. (a) The Fiscal Agent shall at all times maintain a long-term unsecured debt rating of no less than "AA-" from S&P (or "A+" from S&P, if the Fiscal Agent's short-term unsecured debt rating is at least "A-1" by S&P) and "Aa3" from Xxxxx'x (or, in the case of either Rating Agency, such other rating as shall not result in an Adverse Rating Event, as confirmed in writing by such Rating Agency). (b) To the extent that the Trustee is required, pursuant to the terms of this Agreement, to make any Payment Advance, whether as successor Master Servicer master servicer or otherwise, and has failed to do so in accordance with the terms hereof, the Fiscal Agent shall make such Payment Advance when and as required by the terms of this Agreement on behalf the Trustee as if the Fiscal Agent were the Trustee hereunder. To the extent that the Fiscal Agent makes a Payment an Advance pursuant to this Section 8.148.17(b) or otherwise pursuant to this Agreement, the obligations of the Trustee under this Agreement in respect of such Payment Advance shall be satisfied. . (c) Notwithstanding anything contained in this Agreement to the contrary, the Fiscal Agent shall be entitled to all limitations on liability, rights of reimbursement and indemnities that the Trustee is entitled to hereunder as if it were the Trustee. (b) All , except that all fees and expenses of the Fiscal Agent (other than any interest owed to the Fiscal Agent in respect of unreimbursed Advances) incurred by the Fiscal Agent in connection with the transactions contemplated by this Agreement shall be borne by the Trustee, and the neither the Trustee nor the Fiscal Agent shall be entitled to reimbursement therefor from any of the Trust Fund, the Depositor Depositor, the Master Servicer or the Master Special Servicer. (cd) The obligations of the initial Fiscal Agent set forth in this Section 8.14 8.17 or otherwise pursuant to this Agreement shall exist only for so long as the Trustee that appointed it (or, in the case of the initial Trustee Fiscal Agent, so long as the initial Trustee) shall act as Trustee hereunder. The obligations Fiscal Agent may resign or be removed by the Trustee only if and when the existence of such Fiscal Agent is no longer necessary for such Trustee to satisfy the eligibility requirements of Section 8.06; provided that the Fiscal Agent shall be deemed to have resigned at such time as the Trustee that appointed it (or, in the case of the initial Fiscal Agent set forth in this Section 8.14 shall cease to exist to the extent that Agent, at such time as the initial Trustee Trustee) resigns or is no longer acting removed as Trustee hereunder. The hereunder (in which case the responsibility for appointing a successor Fiscal Agent shall belong to the successor Trustee, and which appointment the successor Trustee shall use its best efforts to make, insofar as such appointment is necessary for such successor Trustee to satisfy the eligibility requirements of Section 8.068.

The Fiscal Agent. (a) If the initial Fiscal Agent resigns or is removed, then the Trustee may at any time, including for purposes of satisfying the eligibility requirements of Section 8.06, appoint at its own expense a Fiscal Agent. Any Fiscal Agent so appointed shall be required to execute and deliver to the other parties hereto (with a copy to each Rating Agency) a written agreement to assume and perform the duties of Fiscal Agent set forth in this Agreement; provided that no such Person shall become Fiscal Agent hereunder unless either (i) it satisfies the rating requirements of Section 8.17(b) or (ii) the Trustee shall have received written confirmation from each Rating Agency that the appointment of such proposed fiscal agent would not, in and of itself, result in the withdrawal, downgrade, or qualification of the rating assigned by the Rating Agency to any Class of Certificates then rated by the Rating Agency. The appointment of any Person as Fiscal Agent shall also be subject to receipt by the Depositor, the Master Servicer, the Special Servicer and each Rating Agency of an Opinion of Counsel (at the expense of the Trustee or the Person designated to become the Fiscal Agent) to the effect that the designation of such Person to serve as Fiscal Agent is in compliance with this Section 8.17(a) and all other applicable provisions of this Agreement, that upon the execution and delivery of the applicable appointment agreement the designated Person shall be bound by the terms of this Agreement, and subject to customary limitations, that this Agreement shall be enforceable against the designated Person in accordance with its terms. (b) The Fiscal Agent shall at all times maintain a long-term unsecured debt rating of no less than "AA-" from S&P (or "A+" from S&P, if the Fiscal Agent's short-term unsecured debt rating is at least "A-1" by S&P) and "Aa3" from Xxxxx'x, or, in the case of either Rating Agency, such other rating as shall not result in the withdrawal, downgrade, or qualification of the rating assigned by the Rating Agency to any Class of Certificates then rated by the Rating Agency, as confirmed in writing by such Rating Agency. (c) To the extent that the Trustee is required, pursuant to the terms of this Agreement, to make any Payment Advance, whether as successor Master Servicer master servicer or otherwise, and has failed to do so in accordance with the terms hereof, the Fiscal Agent shall make such Payment Advance when and as required by the terms of this Agreement on behalf the Trustee as if the Fiscal Agent were the Trustee hereunder. To the extent that the Fiscal Agent makes a Payment an Advance pursuant to this Section 8.148.17(b) or otherwise pursuant to this Agreement, the obligations of the Trustee under this Agreement in respect of such Payment Advance shall be satisfied. Notwithstanding anything contained in this Agreement to the contrary, the Fiscal Agent shall be entitled to all limitations on liability, rights of reimbursement and indemnities that the Trustee is entitled to hereunder as if it were the Trustee. (bd) All fees and expenses of the Fiscal Agent (other than any interest owed to the Fiscal Agent in respect of unreimbursed Advances) incurred by the Fiscal Agent in connection with the transactions contemplated by this Agreement shall be borne by the Trustee, and the neither the Trustee nor the Fiscal Agent shall be entitled to reimbursement therefor from any of the Trust Fund, the Depositor Depositor, the Master Servicer or the Master Special Servicer. (c) The obligations of the initial Fiscal Agent set forth in this Section 8.14 shall exist for so long as the initial Trustee shall act as Trustee hereunder. The obligations of the initial Fiscal Agent set forth in this Section 8.14 shall cease to exist to the extent that the initial Trustee is no longer acting as Trustee hereunder. The responsibility for appointing a successor Fiscal Agent shall belong to the successor Trustee insofar as such appointment is necessary for such successor Trustee to satisfy the eligibility requirements of Section 8.06.

The Fiscal Agent. (a) The Fiscal Agent shall at all times maintain a long-term unsecured debt rating of no less than "AA-" from S&P (or "A+" from S&P, if the Fiscal Agent's short-term unsecured debt rating is at least "A-1" by S&P) and "AA-" from Fitch, or, in the case of either Rating Agency, such other rating as shall not result in the withdrawal, downgrade, or qualification of the rating assigned by the Rating Agency to any Class of Certificates then rated by the Rating Agency, as confirmed in writing by such Rating Agency. (b) To the extent that the Trustee is required, pursuant to the terms of this Agreement, to make any Payment Advance, whether as successor Master Servicer master servicer or otherwise, and has failed to do so in accordance with the terms hereof, the Fiscal Agent shall make such Payment Advance when and as required by the terms of this Agreement on behalf the Trustee as if the Fiscal Agent were the Trustee hereunder. To the extent that the Fiscal Agent makes a Payment an Advance pursuant to this Section 8.148.19(b) or otherwise pursuant to this Agreement, the obligations of the Trustee under this Agreement in respect of such Payment Advance shall be satisfied. Notwithstanding anything contained in this Agreement to the contrary, the Fiscal Agent shall be entitled to all limitations on liability, rights of reimbursement and indemnities that the Trustee is entitled to hereunder as if it were the Trustee. (bc) All fees and expenses of the Fiscal Agent (other than any interest owed to the Fiscal Agent in respect of unreimbursed Advances) incurred by the Fiscal Agent in connection with the transactions contemplated by this Agreement shall be borne by the Trustee, and the neither the Trustee nor the Fiscal Agent shall be entitled to reimbursement therefor from any of the Trust Fund, the Depositor Depositor, the Master Servicer or the Master Special Servicer. (cd) The obligations of the initial Fiscal Agent set forth in this Section 8.14 8.19 or otherwise pursuant to this Agreement shall exist only for so long as the Trustee that appointed it (or, in the case of the initial Trustee Fiscal Agent, so long as the initial Trustee) shall act as Trustee hereunder. The obligations Fiscal Agent may resign or be removed by the Trustee only if and when the existence of such Fiscal Agent is no longer necessary for such Trustee to satisfy the eligibility requirements of Section 8.06; provided that the Fiscal Agent shall be deemed to have resigned at such time as the Trustee that appointed it (or, in the case of the initial Fiscal Agent set forth in this Section 8.14 shall cease to exist to the extent that Agent, at such time as the initial Trustee Trustee) resigns or is no longer acting removed as Trustee hereunder. The hereunder (in which case the responsibility for appointing a successor Fiscal Agent shall belong to the successor Trustee, and which appointment the successor Trustee shall use its best efforts to make, insofar as such appointment is necessary for such successor Trustee to satisfy the eligibility requirements of Section 8.068.

The Fiscal Agent. (a) To the extent that the Trustee is required, pursuant to the terms of this Agreement, to make any Payment Advance which has not been deemed a Nonrecoverable Advance, whether as successor Master Servicer or otherwise, and has failed to do so in accordance with the terms hereof, the Fiscal Agent shall make such Payment Advance when and as required by the terms of this Agreement on behalf the Trustee as if the Fiscal Agent were the Trustee hereunder. To the extent that the Fiscal Agent makes a Payment an Advance pursuant to this Section 8.148.13 or otherwise pursuant to this Agreement, the obligations of the Trustee under this Agreement in respect of such Payment Advance shall be satisfied. Notwithstanding anything contained in this Agreement to the contrary, the Fiscal Agent shall be entitled to all limitations on liability, rights of reimbursement and indemnities that the Trustee is entitled to hereunder as if it were the Trustee. (b) All fees and expenses of the Fiscal Agent (other than indemnification pursuant to Section 8.05(b) or reimbursement for unreimbursed Advances and Advance Interest in respect thereof owed to the Fiscal Agent) incurred by the Fiscal Agent in connection with the transactions contemplated by this Agreement shall be borne by the Trustee, and the neither the Trustee nor the Fiscal Agent shall be entitled to reimbursement therefor from any of the Trust Fund, the Depositor Sponsor, the Mortgage Loan Seller, the Additional Warranting Party, the Master Servicer or the Master Special Servicer. (c) The obligations of the initial Fiscal Agent set forth in this Section 8.14 8.13 shall exist for so long as the initial Trustee shall act as Trustee hereunderhereunder and the Trustee would not otherwise satisfy the eligibility requirements of Section 8.06. The obligations of the initial Fiscal Agent set forth in this Section 8.14 8.13 or otherwise pursuant to this Agreement shall cease to exist to the extent that the initial Trustee LaSalle National Bank, or any successor in interest thereto, is no longer acting as Trustee hereunder. The responsibility for appointing a successor Fiscal Agent shall belong to the successor Trustee insofar as such appointment is necessary for such successor Trustee to satisfy the eligibility requirements of Section 8.068.

The Fiscal Agent. (a) The Fiscal Agent shall at all times maintain a long-term unsecured debt rating of no less than "AA-" from S&P (or "A+" from S&P, if the Fiscal Agent's short-term unsecured debt rating is at least "A-1" by S&P) and "AA-" from Fitch (or, in the case of either Rating Agency, such other rating as shall not result in an Adverse Rating Event, as confirmed in writing by such Rating Agency). (b) To the extent that the Trustee is required, pursuant to the terms of this Agreement, to make any Payment Advance, whether as successor Master Servicer master servicer or otherwise, and has failed to do so in accordance with the terms hereof, the Fiscal Agent shall make such Payment Advance when and as required by the terms of this Agreement on behalf the Trustee as if the Fiscal Agent were the Trustee hereunder. To the extent that the Fiscal Agent makes a Payment an Advance pursuant to this Section 8.148.17(b) or otherwise pursuant to this Agreement, the obligations of the Trustee under this Agreement in respect of such Payment Advance shall be satisfied. . (c) Notwithstanding anything contained in this Agreement to the contrary, the Fiscal Agent shall be entitled to all limitations on liability, rights of reimbursement and indemnities that the Trustee is entitled to hereunder as if it were the Trustee. (b) All , except that all fees and expenses of the Fiscal Agent (other than any interest owed to the Fiscal Agent in respect of unreimbursed Advances) incurred by the Fiscal Agent in connection with the transactions contemplated by this Agreement shall be borne by the Trustee, and the neither the Trustee nor the Fiscal Agent shall be entitled to reimbursement therefor from any of the Trust Fund, the Depositor Depositor, the Master Servicer or the Master Special Servicer. (cd) The obligations of the initial Fiscal Agent set forth in this Section 8.14 8.17 or otherwise pursuant to this Agreement shall exist only for so long as the Trustee that appointed it (or, in the case of the initial Trustee Fiscal Agent, so long as the initial Trustee) shall act as Trustee hereunder. The obligations Fiscal Agent may resign or be removed by the Trustee only if and when the existence of such Fiscal Agent is no longer necessary for such Trustee to satisfy the eligibility requirements of Section 8.06; provided that the Fiscal Agent shall be deemed to have resigned at such time as the Trustee that appointed it (or, in the case of the initial Fiscal Agent set forth in this Section 8.14 shall cease to exist to the extent that Agent, at such time as the initial Trustee Trustee) resigns or is no longer acting removed as Trustee hereunder. The hereunder (in which case the responsibility for appointing a successor Fiscal Agent shall belong to the successor Trustee, and which appointment the successor Trustee shall use its best efforts to make, insofar as such appointment is necessary for such successor Trustee to satisfy the eligibility requirements of Section 8.06.Section

The Fiscal Agent. (a) The Fiscal Agent shall at all times maintain a long-term unsecured debt rating of no less than ["A" from each of DBRS (but only if the Fiscal Agent is rated by DBRS) and Fitch, "Aa3" from Moody's and "AA-" from S&P] (or, in the case of any such Rating Agexxx, xxch lower rating as will not result in an Adverse Rating Event (as confirmed in writing to the Trustee, the Fiscal Agent and the Depositor by such Rating Agency)). (b) To the extent that the Trustee is required, pursuant to the terms of this Agreement, to make any Payment Advance, whether as successor Master Servicer or otherwise, and has failed to do so in accordance with the terms hereof, the Fiscal Agent shall make such Payment Advance when and as required by the terms of this Agreement on behalf of the Trustee as if the such Fiscal Agent were the Trustee hereunder. To the extent that the Fiscal Agent makes a Payment an Advance pursuant to this Section 8.148.18 or otherwise pursuant to this Agreement, the obligations of the Trustee under this Agreement in respect of such Payment Advance shall be satisfied. . (c) Notwithstanding anything contained in this Agreement to the contrary, the Fiscal Agent shall be entitled to all limitations on liability, rights of reimbursement and indemnities that to which the Trustee is entitled hereunder (including, without limitation, pursuant to hereunder Section 8.05(b)) as if it were the Trustee. (b) All , except that all fees and expenses of the Fiscal Agent incurred by the Fiscal Agent in connection with the transactions contemplated by this Agreement shall be borne by the Trustee, and the neither the Trustee nor the such Fiscal Agent shall be entitled to reimbursement therefor from any of the Trust FundTrust, the Depositor Depositor, the Master Servicer or the Master Special Servicer. (cd) The obligations of the initial Fiscal Agent set forth in this Section 8.14 8.18 or otherwise pursuant to this Agreement shall exist only for so long as the initial Trustee that appointed it shall act as Trustee hereunderhereunder and the Fiscal Agent shall automatically be removed in the event of the resignation or removal of the Trustee. The obligations Fiscal Agent may resign or be removed by the Trustee only if and when the existence of the initial Fiscal Agent set forth in this Section 8.14 shall cease to exist to the extent that the initial Trustee is no longer acting necessary for such Trustee to satisfy the eligibility requirements of Section 8.06; provided that the Fiscal Agent shall be deemed to have resigned at such time as the Trustee that appointed it resigns or is removed as Trustee hereunder. The hereunder (in which case the responsibility for appointing a successor Fiscal Agent in accordance with this Section 8.18(d) shall belong to the successor Trustee insofar as such appointment is necessary for such successor Trustee to satisfy the eligibility requirements of Section 8.06). (e) The Trustee shall promptly notify the other parties hereto and the Certificateholders in writing of the resignation or removal of the Fiscal Agent. (f) The parties hereto hereby agree that [Name of Fiscal Agent] shall be the initial Fiscal Agent hereunder for the purposes of exercising and performing the obligations and duties imposed upon the Fiscal Agent in this Agreement. The Fiscal Agent undertakes to perform such duties and only such duties as are specifically set forth in this Agreement.

The Fiscal Agent. (a) To the extent that the Trustee is required, pursuant to the terms of this Agreement, to make any Payment Advance, whether as a successor Master Servicer or otherwise, and has failed to do so in accordance with the terms hereof, the Fiscal Agent shall make such Payment Advance when and as required by the terms of this Agreement on behalf of the Trustee as if the Fiscal Agent were the Trustee hereunder. To the extent that the Fiscal Agent makes a Payment an Advance pursuant to this Section 8.1411.17 or otherwise pursuant to the Agreement, the obligations of the Trustee under this Agreement in respect of such Payment Advance shall be satisfied. Notwithstanding anything contained in this Agreement to the contrary, the Fiscal Agent shall be entitled to all limitations on liability, rights of reimbursement and indemnities that the Trustee is entitled to hereunder as if it were the Trustee. (b) All fees and expenses of the Fiscal Agent (other than interest owed to the Fiscal Agent in respect of unreimbursed Advances) incurred by the Fiscal Agent in connection with the transactions contemplated by this Agreement shall be borne by the Trustee, and the neither the Trustee nor the Fiscal Agent shall be entitled to reimbursement therefor from any of the Trust Fund, the Depositor Depositor, the Master Servicer or the Master Special Servicer. (c) The obligations of the initial Fiscal Agent set forth in this Section 8.14 11.17 shall exist for so long as the initial Trustee shall act as Trustee hereunder. The obligations of the initial Fiscal Agent set forth in this Section 8.14 11.17 or otherwise pursuant to the Agreement shall cease to exist to the extent that the initial Trustee is no longer acting as Trustee hereunder. The responsibility for appointing a successor Fiscal Agent shall belong to the successor Trustee insofar as such appointment is necessary for such successor Trustee to satisfy the eligibility requirements of Section 8.06.Section

The Fiscal Agent. (a) The Fiscal Agent shall at all times maintain a long-term unsecured debt rating of no less than "Aa3" from Xxxxx'x and "AA" from Fitch (or, in the case of either Rating Agency, such lower rating as will not (as confirmed in writing by such Rating Agency) result in an Adverse Rating Event). (b) To the extent that the Trustee is required, pursuant to the terms of this Agreement, to make any Payment Advance, whether as successor Master Servicer master servicer or otherwise, and has failed to do so in accordance with the terms hereof, the Fiscal Agent shall make such Payment Advance when and as required by the terms of this Agreement on behalf the Trustee as if the Fiscal Agent were the Trustee hereunder. To the extent that the Fiscal Agent makes a Payment an Advance pursuant to this Section 8.14SECTION 8.17(b) or otherwise pursuant to this Agreement, the obligations of the Trustee under this Agreement in respect of such Payment Advance shall be satisfied. Notwithstanding anything contained in this Agreement to the contrary, the Fiscal Agent shall be entitled to all limitations on liability, rights of reimbursement and indemnities that the Trustee is entitled to hereunder as if it were the Trustee. (bc) All fees and expenses of the Fiscal Agent (other than interest owed to the Fiscal Agent in respect of unreimbursed Advances) incurred by the Fiscal Agent in connection with the transactions contemplated by this Agreement shall be borne by the Trustee, and the neither the Trustee nor the Fiscal Agent shall be entitled to reimbursement therefor from any of the Trust Fund, the Depositor Depositor, the Master Servicer or the Master Special Servicer. (cd) The obligations of the initial Fiscal Agent set forth in this Section 8.14 SECTION 8.17 or otherwise pursuant to this Agreement shall exist only for so long as the Trustee that appointed it (or, in the case of the initial Trustee Fiscal Agent, so long as the initial Trustee) shall act as Trustee hereunder. The obligations Fiscal Agent may resign or be removed by the Trustee only if and when the existence of such Fiscal Agent is no longer necessary for such Trustee to satisfy the eligibility requirements of SECTION 8.06; PROVIDED that the Fiscal Agent shall be deemed to have resigned at such time as the Trustee that appointed it (or, in the case of the initial Fiscal Agent set forth in this Section 8.14 shall cease to exist to the extent that Agent, at such time as the initial Trustee Trustee) resigns or is no longer acting removed as Trustee hereunder. The hereunder (in which case the responsibility for appointing a successor Fiscal Agent shall belong to the successor Trustee, and which appointment the successor Trustee shall use its best efforts to make, insofar as such appointment is necessary for such successor Trustee to satisfy the eligibility requirements of Section 8.06SECTION 8.

The Fiscal Agent. (a) The Fiscal Agent shall at all times maintain a long-term unsecured debt rating of no less than "Aa3" from Moody's and "AA-" from S&P (or "A+" from S&P if the Fiscal Agent has x xxxxt-term unsecured debt rating of at least "A-1" by S&P) (or, in the case of any such Rating Agency, such lower rating as will not (as confirmed in writing by such Rating Agency) result in an Adverse Rating Event). (b) To the extent that the Trustee is required, pursuant to the terms of this Agreement, to make any Payment Advance, whether as successor Master Servicer master servicer or otherwise, and has failed to do so in accordance with the terms hereof, the Fiscal Agent shall make such Payment Advance when and as required by the terms of this Agreement on behalf the Trustee as if the Fiscal Agent were the Trustee hereunder. To the extent that the Fiscal Agent makes a Payment an Advance pursuant to this Section 8.148.17(b) or otherwise pursuant to this Agreement, the obligations of the Trustee under this Agreement in respect of such Payment Advance shall be satisfied. Notwithstanding anything contained in this Agreement to the contrary, the Fiscal Agent shall be entitled to all limitations on liability, rights of reimbursement and indemnities that the Trustee is entitled to hereunder as if it were the Trustee. (bc) All fees and expenses of the Fiscal Agent (other than any interest owed to the Fiscal Agent in respect of unreimbursed Advances) incurred by the Fiscal Agent in connection with the transactions contemplated by this Agreement shall be borne by the Trustee, and the neither the Trustee nor the Fiscal Agent shall be entitled to reimbursement therefor from any of the Trust Fund, the Depositor Depositor, the Master Servicer or the Master Special Servicer. (cd) The obligations of the initial Fiscal Agent set forth in this Section 8.14 8.17 or otherwise pursuant to this Agreement shall exist only for so long as the Trustee that appointed it (or, in the case of the initial Trustee Fiscal Agent, so long as the initial Trustee) shall act as Trustee hereunder. The obligations Fiscal Agent may resign or be removed by the Trustee only if and when the existence of such Fiscal Agent is no longer necessary for such Trustee to satisfy the eligibility requirements of Section 8.06; provided that the Fiscal Agent shall be deemed to have resigned at such time as the Trustee that appointed it (or, in the case of the initial Fiscal Agent set forth in this Section 8.14 shall cease to exist to the extent that Agent, at such time as the initial Trustee Trustee) resigns or is no longer acting removed as Trustee hereunder. The hereunder (in which case the responsibility for appointing a successor Fiscal Agent shall belong to the successor Trustee, and which appointment the successor Trustee shall use its best efforts to make, insofar as such appointment is necessary for such successor Trustee to satisfy the eligibility requirements of Section 8.06.Section

The Fiscal Agent. (a) The Fiscal Agent shall at all times maintain a long-term unsecured debt rating of no less than "AA-" from S&P (or "A+" from S&P, if the Fiscal Agent's short-term unsecured debt rating is at least "A-1" by S&P) and "Aa3" from Xxxxx'x, or, in the case of either Rating Agency, such other rating as shall not result in an Adverse Rating Event, as confirmed in writing by such Rating Agency. (b) To the extent that the Trustee is required, pursuant to the terms of this Agreement, to make any Payment Advance, whether as successor Master Servicer master servicer or otherwise, and has failed to do so in accordance with the terms hereof, the Fiscal Agent shall make such Payment Advance when and as required by the terms of this Agreement on behalf the Trustee as if the Fiscal Agent were the Trustee hereunder. To the extent that the Fiscal Agent makes a Payment an Advance pursuant to this Section 8.148.17(b) or otherwise pursuant to this Agreement, the obligations of the Trustee under this Agreement in respect of such Payment Advance shall be satisfied. Notwithstanding anything contained in this Agreement to the contrary, the Fiscal Agent shall be entitled to all limitations on liability, rights of reimbursement and indemnities that the Trustee is entitled to hereunder as if it were the Trustee. (bc) All fees and expenses of the Fiscal Agent (other than any interest owed to the Fiscal Agent in respect of unreimbursed Advances) incurred by the Fiscal Agent in connection with the transactions contemplated by this Agreement shall be borne by the Trustee, and the neither the Trustee nor the Fiscal Agent shall be entitled to reimbursement therefor from any of the Trust Fund, the Depositor Depositor, the Master Servicer or the Master Special Servicer. (cd) The obligations of the initial Fiscal Agent set forth in this Section 8.14 8.17 or otherwise pursuant to this Agreement shall exist only for so long as the Trustee that appointed it (or, in the case of the initial Trustee Fiscal Agent, so long as the initial Trustee) shall act as Trustee hereunder. The obligations Fiscal Agent may resign or be removed by the Trustee only if and when the existence of such Fiscal Agent is no longer necessary for such Trustee to satisfy the eligibility requirements of Section 8.06; provided that the Fiscal Agent shall be deemed to have resigned at such time as the Trustee that appointed it (or, in the case of the initial Fiscal Agent set forth in this Section 8.14 shall cease to exist to the extent that Agent, at such time as the initial Trustee Trustee) resigns or is no longer acting removed as Trustee hereunder. The hereunder (in which case the responsibility for appointing a successor Fiscal Agent shall belong to the successor Trustee, and which appointment the successor Trustee shall use its best efforts to make, insofar as such appointment is necessary for such successor Trustee to satisfy the eligibility requirements of Section 8.06). Any successor fiscal agent so appointed shall be required to execute and deliver to the other parties hereto a written agreement to assume and perform the duties of the Fiscal Agent set forth in this Agreement; provided that no such successor shall become Fiscal Agent hereunder unless either (i) it satisfies the rating requirements of Section 8.17(a) or (ii) the Trustee shall have received written confirmation from each Rating Agency that the succession of such proposed successor fiscal agent would not, in and of itself, result in an Adverse Rating Event. (e) The Trustee shall promptly notify the other parties hereto, the Certificateholders and each XX Xxxx Non-Trust Mortgage Loan Noteholder in writing of the appointment, resignation or removal of any Fiscal Agent.

The Fiscal Agent. (a) The Fiscal Agent shall at all times maintain a long-term unsecured debt rating of no less than "AA-" from S&P and "Aa3" from Xxxxx'x (or, in the case of either Rating Agency, such lower rating as will not (as confirmed in writing by such Rating Agency) result in an Adverse Rating Event). (b) To the extent that the Trustee is required, pursuant to the terms of this Agreement, to make any Payment Advance, whether as successor Master Servicer master servicer or otherwise, and has failed to do so in accordance with the terms hereof, the Fiscal Agent shall make such Payment Advance when and as required by the terms of this Agreement on behalf the Trustee as if the Fiscal Agent were the Trustee hereunder. To the extent that the Fiscal Agent makes a Payment an Advance pursuant to this Section 8.148.17(b) or otherwise pursuant to this Agreement, the obligations of the Trustee under this Agreement in respect of such Payment Advance shall be satisfied. Notwithstanding anything contained in this Agreement to the contrary, the Fiscal Agent shall be entitled to all limitations on liability, rights of reimbursement and indemnities that the Trustee is entitled to hereunder as if it were the Trustee. (bc) All fees and expenses of the Fiscal Agent (other than any interest owed to the Fiscal Agent in respect of unreimbursed Advances) incurred by the Fiscal Agent in connection with the transactions contemplated by this Agreement shall be borne by the Trustee, and the neither the Trustee nor the Fiscal Agent shall be entitled to reimbursement therefor from any of the Trust Fund, the Depositor Depositor, the Master Servicer or the Master Special Servicer. (cd) The obligations of the initial Fiscal Agent set forth in this Section 8.14 8.17 or otherwise pursuant to this Agreement shall exist only for so long as the Trustee that appointed it (or, in the case of the initial Trustee Fiscal Agent, so long as the initial Trustee) shall act as Trustee hereunder. The obligations Fiscal Agent may resign or be removed by the Trustee only if and when the existence of such Fiscal Agent is no longer necessary for such Trustee to satisfy the eligibility requirements of Section 8.06; provided that the Fiscal Agent shall be deemed to have resigned at such time as the Trustee that appointed it (or, in the case of the initial Fiscal Agent set forth in this Section 8.14 shall cease to exist to the extent that Agent, at such time as the initial Trustee Trustee) resigns or is no longer acting removed as Trustee hereunder. The hereunder (in which case the responsibility for appointing a successor Fiscal Agent shall belong to the successor Trustee, and which appointment the successor Trustee shall use its best efforts to make, insofar as such appointment is necessary for such successor Trustee to satisfy the eligibility requirements of Section 8.068.

The Fiscal Agent. (a) To the extent that the Trustee is required, pursuant to the terms of this Agreement, to make any Payment Advance which has not been deemed a Nonrecoverable Advance, whether as successor Master Servicer or otherwise, and has failed to do so in accordance with the terms hereof, the Fiscal Agent shall make such Payment Advance when and as required by the terms of this Agreement on behalf the Trustee as if the Fiscal Agent were the Trustee hereunder. To the extent that the Fiscal Agent makes a Payment an Advance pursuant to this Section 8.148.13 or otherwise pursuant to this Agreement, the obligations of the Trustee under this Agreement in respect of such Payment Advance shall be satisfied. Notwithstanding anything contained in this Agreement to the contrary, the Fiscal Agent shall be entitled to all limitations on liability, rights of reimbursement and indemnities that the Trustee is entitled to hereunder as if it were the Trustee. (b) All fees and expenses of the Fiscal Agent (other than indemnification pursuant to Section 8.05(b) or reimbursement for unreimbursed Advances and Advance Interest in respect thereof owed to the Fiscal Agent) incurred by the Fiscal Agent in connection with the transactions contemplated by this Agreement shall be borne by the Trustee, and the neither the Trustee nor the Fiscal Agent shall be entitled to reimbursement therefor from any of the Trust FundTrust, the Depositor Sponsor, the Mortgage Loan Seller, the Additional Warranting Party, the Master Servicer or the Master Special Servicer. (c) The obligations of the initial Fiscal Agent set forth in this Section 8.14 8.13 shall exist for so long as the initial Trustee shall act as Trustee hereunderhereunder and the Trustee would not otherwise satisfy the eligibility requirements of Section 8.06. The obligations of the initial Fiscal Agent set forth in this Section 8.14 8.13 or otherwise pursuant to this Agreement shall cease to exist to the extent that the initial Trustee LaSalle National Bank, or any successor in interest thereto, is no longer acting as Trustee hereunder. The responsibility for appointing a successor Fiscal Agent shall belong to the successor Trustee insofar as such appointment is necessary for such successor Trustee to satisfy the eligibility requirements of Section 8.068.

The Fiscal Agent. (a) The Fiscal Agent shall at all times maintain a long-term unsecured debt rating of no less than "AA-" (and, if the Fiscal Agent is rated "AA-" by Fitch, a short-term rating of at least "F-1+") from Fitch, "Aa3" from Moody's and "AA-" from S&P (or, in the case of any Rating Agency, such lxxxx xxting as will not (as confirmed in writing by such Rating Agency) result in an Adverse Rating Event). (b) To the extent that the Trustee is required, pursuant to the terms of this Agreement, to make any Payment Advance, whether as successor Master Servicer master servicer or otherwise, and has failed to do so in accordance with the terms hereof, the Fiscal Agent shall make such Payment Advance when and as required by the terms of this Agreement on behalf the Trustee as if the Fiscal Agent were the Trustee hereunder. To the extent that the Fiscal Agent makes a Payment an Advance pursuant to this Section 8.148.17(b) or otherwise pursuant to this Agreement, the obligations of the Trustee under this Agreement in respect of such Payment Advance shall be satisfied. Notwithstanding anything contained in this Agreement to the contrary, the Fiscal Agent shall be entitled to all limitations on liability, rights of reimbursement and indemnities that the Trustee is entitled to hereunder as if it were the Trustee. (bc) All fees and expenses of the Fiscal Agent (other than any interest owed to the Fiscal Agent in respect of unreimbursed Advances) incurred by the Fiscal Agent in connection with the transactions contemplated by this Agreement shall be borne by the Trustee, and the neither the Trustee nor the Fiscal Agent shall be entitled to reimbursement therefor from any of the Trust Fund, the Depositor Depositor, the Master Servicer or the Master Special Servicer. (cd) The obligations of the initial Fiscal Agent set forth in this Section 8.14 8.17 or otherwise pursuant to this Agreement shall exist only for so long as the Trustee that appointed it (or, in the case of the initial Trustee Fiscal Agent, so long as the initial Trustee) shall act as Trustee hereunder. The obligations Fiscal Agent may resign or be removed by the Trustee only if and when the existence of such Fiscal Agent is no longer necessary for such Trustee to satisfy the eligibility requirements of Section 8.06; provided that the Fiscal Agent shall be deemed to have resigned at such time as the Trustee that appointed it (or, in the case of the initial Fiscal Agent set forth in this Section 8.14 shall cease to exist to the extent that Agent, at such time as the initial Trustee Trustee) resigns or is no longer acting removed as Trustee hereunder. The hereunder (in which case the responsibility for appointing a successor Fiscal Agent shall belong to the successor Trustee, and which appointment the successor Trustee shall use its best efforts to make, insofar as such appointment is necessary for such successor Trustee to satisfy the eligibility requirements of Section 8.06.Section

The Fiscal Agent. (a) To the extent that the Trustee is required, pursuant to the terms of this Agreement, to make any Payment Advance, whether as successor Master Servicer or otherwise, and has failed to do so in accordance with the terms hereof, the Fiscal Agent shall make such Payment Advance when and as required by the terms of this Agreement on behalf the Trustee as if the Fiscal Agent were the Trustee hereunder. To the extent that the Fiscal Agent makes a Payment an Advance pursuant to this Section 8.148.15, the obligations of the Trustee under this Agreement in respect of such Payment Advance shall be satisfied. Notwithstanding anything contained in this Agreement to the contrary, the Fiscal Agent shall be entitled to all limitations on liability, rights of reimbursement and indemnities that the Trustee is entitled to hereunder as if it were the Trustee. (b) All fees and expenses of the Fiscal Agent (other than interest owed to the Fiscal Agent in respect of unreimbursed Advances) incurred by the Fiscal Agent in connection with the transactions contemplated by this Agreement shall be borne by the Trustee, and the neither the Trustee nor the Fiscal Agent shall be entitled to reimbursement therefor from any of the Trust Fund, the Depositor Depositor, the Master Servicer or the Master Special Servicer. (c) The obligations of the initial Fiscal Agent set forth in this Section 8.14 8.15 shall exist for so long as the initial Trustee shall act as Trustee hereunder. The obligations of the initial Fiscal Agent set forth in this Section 8.14 8.15 shall cease to exist to the extent that the initial Trustee is no longer acting as Trustee hereunder. The responsibility for appointing a successor Fiscal Agent shall belong to the successor Trustee insofar as such appointment is necessary for such successor Trustee to satisfy the eligibility requirements of Section 8.06.

The Fiscal Agent. (a) To The Indenture Trustee hereby appoints the extent that Fiscal Agent as the Trustee is required, pursuant initial fiscal agent hereunder for the purposes of exercising and performing the obligations and duties imposed upon the Fiscal Agent hereunder. The Fiscal Agent undertakes only to the terms make Advances as specifically set forth hereunder. (b) No provision of this Servicing Agreement shall be construed to relieve the Fiscal Agent from liability for its own negligence, bad faith, willful misfeasance or for a breach of a representation or warranty contained herein; provided, however, that (i) the duties and obligations of the Fiscal Agent shall be determined solely by the express provisions of this Servicing Agreement, to make any Payment Advance, whether as successor Master Servicer or otherwise, and has failed to do so in accordance with the terms hereof, the Fiscal Agent shall make not be liable except for the performance of such Payment Advance when duties and as required by the terms of obligations, no implied covenants or obligations shall be read into this Servicing Agreement on behalf the Trustee as if against the Fiscal Agent were and, in the absence of bad faith on the part of the Fiscal Agent, the Fiscal Agent may conclusively rely, as to the truth and correctness of the statements or conclusions expressed therein, upon any resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Fiscal Agent by the Mortgage Loan Seller, the Issuer, the Depositor, the Owner Trustee, the Master Servicer, the Special Servicer or the Indenture Trustee hereunder. To and which on their face do not contradict the extent requirements of this Servicing Agreement, and (ii) the Fiscal Agent shall not be liable for an error of judgment made in good faith by a Responsible Officer or Responsible Officers, unless it shall be proved that the Fiscal Agent makes a Payment Advance pursuant to this Section 8.14, was negligent in ascertaining the obligations of the Trustee under this Agreement in respect of such Payment Advance shall be satisfied. Notwithstanding anything contained in this Agreement to the contrary, the Fiscal Agent shall be entitled to all limitations on liability, rights of reimbursement and indemnities that the Trustee is entitled to hereunder as if it were the Trustee. (b) All fees and expenses of the Fiscal Agent incurred by the Fiscal Agent in connection with the transactions contemplated by this Agreement shall be borne by the Trustee, and the neither the Trustee nor the Fiscal Agent shall be entitled to reimbursement therefor from any of the Trust Fund, the Depositor or the Master Servicerpertinent facts. (c) The Fiscal Agent hereby represents and warrants to the Issuer, the Master Servicer and the Special Servicer and for the benefit of the Bondholders, as of the Closing Date, that: (i) The Fiscal Agent is a foreign banking corporation, duly organized, validly existing and in good standing under the Laws governing its creation; (ii) The execution and delivery of this Indenture and the Servicing Agreement by the Fiscal Agent, and the performance and compliance with the terms of the Indenture or the Servicing Agreement by the Fiscal Agent, will not violate the Fiscal Agent's charter and by-laws or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other instrument to which it is a party or which is applicable to it or any of its assets; (iii) The Fiscal Agent has the full power and authority to enter into and consummate all transactions contemplated by this Indenture and the Servicing Agreement, and has duly authorized the execution, delivery and performance of this Servicing Agreement and has duly executed and delivered this Servicing Agreement; (iv) This Servicing Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitute valid, legal and binding obligations of the initial Fiscal Agent, enforceable against the Fiscal Agent set forth in accordance with the terms hereof and thereof, subject to (a) applicable bankruptcy, insolvency, reorganization, moratorium and other Laws affecting the enforcement of creditors' rights generally and the rights of creditors of foreign banking corporations specifically and (b) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at Law; (v) The Fiscal Agent is not in violation of, and its execution and delivery of this Section 8.14 shall exist for so long as Servicing Agreement and its performance and compliance with the initial Trustee shall act as Trustee hereunder. The obligations terms of this Servicing Agreement will not constitute a violation of, any Law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Fiscal Agent's good faith and reasonable judgment, is likely to affect materially and adversely the ability of the initial Fiscal Agent set forth in to perform its obligations under this Section 8.14 shall cease to exist Servicing Agreement; (vi) No litigation is pending or, to the extent that best of the initial Trustee is no longer acting as Trustee hereunder. The responsibility for appointing a successor Fiscal Agent's knowledge, threatened against the Fiscal Agent shall belong which would prohibit the Fiscal Agent from entering into this Servicing Agreement, or, in the Fiscal Agent's good faith and reasonable judgment, is likely to materially and adversely affect the ability of the Fiscal Agent to perform its obligations under this Servicing Agreement; and (vii) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Fiscal Agent, or compliance by the Fiscal Agent with, this Servicing Agreement or the consummation of the transactions, with respect to the successor Trustee insofar as such appointment is necessary Fiscal Agent, contemplated by this Servicing Agreement, except for such successor Trustee any consent, approval, authorization or order which has not been obtained or cannot be obtained prior to satisfy the eligibility requirements actual performance by the Fiscal Agent of Section 8.06its obligations under this Servicing Agreement, and which, if not obtained would not have a materially adverse effect on the ability of the Fiscal Agent to perform its obligations hereunder.

The Fiscal Agent. (a) The Fiscal Agent shall at all times maintain a long-term unsecured debt rating of no less than "Aa3" from Moody's, "AA-" from S&P (or "A+" from S&P if the Fiscal Agent has a shoxx-xxxx unsecured debt rating of at least "A-1" by S&P) and "AA-" from Fitch Ratings (or "A+" from Fitch Ratings if the Fiscal Agent has a short-term unsecured debt rating of "F1" by Fitch Ratings) (or, in the case of any such Rating Agency, such lower rating as will not (as confirmed in writing by such Rating Agency) result in an Adverse Rating Event). (b) To the extent that the Trustee is required, pursuant to the terms of this Agreement, to make any Payment Advance, whether as successor Master Servicer master servicer or otherwise, and has failed to do so in accordance with the terms hereof, the Fiscal Agent shall make such Payment Advance when and as required by the terms of this Agreement on behalf the Trustee as if the Fiscal Agent were the Trustee hereunder. To the extent that the Fiscal Agent makes a Payment an Advance pursuant to this Section 8.148.17(b) or otherwise pursuant to this Agreement, the obligations of the Trustee under this Agreement in respect of such Payment Advance shall be satisfied. Notwithstanding anything contained in this Agreement to the contrary, the Fiscal Agent shall be entitled to all limitations on liability, rights of reimbursement and indemnities that the Trustee is entitled to hereunder as if it were the Trustee. (bc) All fees and expenses of the Fiscal Agent (other than any interest owed to the Fiscal Agent in respect of unreimbursed Advances) incurred by the Fiscal Agent in connection with the transactions contemplated by this Agreement shall be borne by the Trustee, and the neither the Trustee nor the Fiscal Agent shall be entitled to reimbursement therefor from any of the Trust Fund, the Depositor Depositor, the Master Servicer or the Master Special Servicer. (cd) The obligations of the initial Fiscal Agent set forth in this Section 8.14 8.17 or otherwise pursuant to this Agreement shall exist only for so long as the Trustee that appointed it (or, in the case of the initial Trustee Fiscal Agent, so long as the initial Trustee) shall act as Trustee hereunder. The obligations Fiscal Agent may resign or be removed by the Trustee only if and when the existence of such Fiscal Agent is no longer necessary for such Trustee to satisfy the eligibility requirements of Section 8.06; provided that the Fiscal Agent shall be deemed to have resigned at such time as the Trustee that appointed it (or, in the case of the initial Fiscal Agent set forth in this Section 8.14 shall cease to exist to the extent that Agent, at such time as the initial Trustee Trustee) resigns or is no longer acting removed as Trustee hereunder. The hereunder (in which case the responsibility for appointing a successor Fiscal Agent shall belong to the successor Trustee, and which appointment the successor Trustee shall use its best efforts to make, insofar as such appointment is necessary for such successor Trustee to satisfy the eligibility requirements of Section 8.068.

The Fiscal Agent. (a) The Fiscal Agent shall at all times maintain a long-term unsecured debt rating of no less than "AA-" from S&P (or "A+" from S&P, if the Fiscal Agent's short-term unsecured debt rating is at least "A-1" by S&P) and "AA-" from Fitch (or, in the case of either Rating Agency, such other rating as shall not result in an Adverse Rating Event with respect to any Class of Certificates rated by such Rating Agency, as confirmed in writing by such Rating Agency). (b) To the extent that the Trustee is required, pursuant to the terms of this Agreement, to make any Payment Advance, whether as successor Master Servicer master servicer or otherwise, and has failed to do so in accordance with the terms hereof, the Fiscal Agent shall make such Payment Advance when and as required by the terms of this Agreement on behalf the Trustee as if the Fiscal Agent were the Trustee hereunder. To the extent that the Fiscal Agent makes a Payment an Advance pursuant to this Section 8.148.17(b) or otherwise pursuant to this Agreement, the obligations of the Trustee under this Agreement in respect of such Payment Advance shall be satisfied. . (c) Notwithstanding anything contained in this Agreement to the contrary, the Fiscal Agent shall be entitled to all limitations on liability, rights of reimbursement and indemnities that the Trustee is entitled to hereunder as if it were the Trustee. (b) All , except that all fees and expenses of the Fiscal Agent (other than any interest owed to the Fiscal Agent in respect of unreimbursed Advances) incurred by the Fiscal Agent in connection with the transactions contemplated by this Agreement shall be borne by the Trustee, and the neither the Trustee nor the Fiscal Agent shall be entitled to reimbursement therefor from any of the Trust Fund, the Depositor Depositor, the Master Servicer or the Master Special Servicer. (cd) The obligations of the initial Fiscal Agent set forth in this Section 8.14 8.17 or otherwise pursuant to this Agreement shall exist only for so long as the Trustee that appointed it (or, in the case of the initial Trustee Fiscal Agent, so long as the initial Trustee) shall act as Trustee hereunder. The obligations Fiscal Agent may resign or be removed by the Trustee only if and when the existence of such Fiscal Agent is no longer necessary for such Trustee to satisfy the eligibility requirements of Section 8.06; provided that the Fiscal Agent shall be deemed to have resigned at such time as the Trustee that appointed it (or, in the case of the initial Fiscal Agent set forth in this Section 8.14 shall cease to exist to the extent that Agent, at such time as the initial Trustee Trustee) resigns or is no longer acting removed as Trustee hereunder. The hereunder (in which case the responsibility for appointing a successor Fiscal Agent shall belong to the successor Trustee insofar as such Trustee, and which appointment is necessary for such the successor Trustee shall use its best efforts to satisfy the eligibility requirements of Section 8.06.make,

The Fiscal Agent. (a) The Fiscal Agent shall at all times maintain a long-term unsecured debt rating of no less than "Aa3" from Xxxxx'x and "AA" from S&P (or, in the case of either Rating Agency, such lower rating as will not (as confirmed in writing by such Rating Agency) result in an Adverse Rating Event). (b) To the extent that the Trustee is required, pursuant to the terms of this Agreement, to make any Payment Advance, whether as successor Master Servicer master servicer or otherwise, and has failed to do so in accordance with the terms hereof, the Fiscal Agent shall make such Payment Advance when and as required by the terms of this Agreement on behalf the Trustee as if the Fiscal Agent were the Trustee hereunder. To the extent that the Fiscal Agent makes a Payment an Advance pursuant to this Section 8.148.17(b) or otherwise pursuant to this Agreement, the obligations of the Trustee under this Agreement in respect of such Payment Advance shall be satisfied. Notwithstanding anything contained in this Agreement to the contrary, the Fiscal Agent shall be entitled to all limitations on liability, rights of reimbursement and indemnities that the Trustee is entitled to hereunder as if it were the Trustee. (bc) All fees and expenses of the Fiscal Agent (other than interest owed to the Fiscal Agent in respect of unreimbursed Advances) incurred by the Fiscal Agent in connection with the transactions contemplated by this Agreement shall be borne by the Trustee, and the neither the Trustee nor the Fiscal Agent shall be entitled to reimbursement therefor from any of the Trust Fund, the Depositor Depositor, the Master Servicer or the Master Special Servicer. (cd) The obligations of the initial Fiscal Agent set forth in this Section 8.14 8.17 or otherwise pursuant to this Agreement shall exist only for so long as the Trustee that appointed it (or, in the case of the initial Trustee Fiscal Agent, so long as the initial Trustee) shall act as Trustee hereunder. The obligations Fiscal Agent may resign or be removed by the Trustee only if and when the existence of such Fiscal Agent is no longer necessary for such Trustee to satisfy the eligibility requirements of Section 8.06; provided that the Fiscal Agent shall be deemed to have resigned at such time as the Trustee that appointed it (or, in the case of the initial Fiscal Agent set forth in this Section 8.14 shall cease to exist to the extent that Agent, at such time as the initial Trustee Trustee) resigns or is no longer acting removed as Trustee hereunder. The hereunder (in which case the responsibility for appointing a successor Fiscal Agent shall belong to the successor Trustee, and which appointment the successor Trustee shall use its best efforts to make, insofar as such appointment is necessary for such successor Trustee to satisfy the eligibility requirements of Section 8.06). Any successor fiscal agent so appointed shall be required to execute and deliver to the other parties hereto a written agreement to assume and perform the duties of the Fiscal Agent set forth in this Agreement; provided that no such successor shall become Fiscal Agent hereunder unless either (i) it satisfies the rating requirements of Section 8.17(a) or (ii) the Trustee shall have received written confirmation from each Rating Agency that the succession of such proposed successor fiscal agent would not, in and of itself, result in an Adverse Rating Event. (e) The Trustee shall promptly notify the other parties hereto and the Certificateholders in writing of the appointment, resignation or removal of any Fiscal Agent.

The Fiscal Agent. (a) To the extent that the Trustee is required, pursuant to the terms of this Agreement, to make any Payment Advance which has not been deemed a Nonrecoverable Advance, whether as successor Master Servicer or otherwise, and has failed to do so in accordance with the terms hereof, the Fiscal Agent shall make such Payment Advance when and as required by the terms of this Agreement on behalf the Trustee as if the Fiscal Agent were the Trustee hereunder. To the extent that the Fiscal Agent makes a Payment an Advance pursuant to this Section 8.148.13 or otherwise pursuant to this Agreement, the obligations of the Trustee under this Agreement in respect of such Payment Advance shall be satisfied. Notwithstanding anything contained in this Agreement to the contrary, the Fiscal Agent shall be entitled to all limitations on liability, rights of reimbursement and indemnities that the Trustee is entitled to hereunder as if it were the Trustee. (b) All fees and expenses of the Fiscal Agent (other than indemnification pursuant to Section 8.05(b) or reimbursement for unreimbursed Advances and Advance Interest in respect thereof owed to the Fiscal Agent) incurred by the Fiscal Agent in connection with the transactions contemplated by this Agreement shall be borne by the Trustee, and the neither the Trustee nor the Fiscal Agent shall be entitled to reimbursement therefor from any of the Trust FundTrust, the Depositor Sponsor, the Mortgage Loan Sellers, the Master Servicer or the Master Special Servicer. (c) The obligations of the initial Fiscal Agent set forth in this Section 8.14 8.13 shall exist for so long as the initial Trustee shall act as Trustee hereunderhereunder and the Trustee would not otherwise satisfy the eligibility requirements of Section 8.06. The obligations of the initial Fiscal Agent set forth in this Section 8.14 8.13 or otherwise pursuant to this Agreement shall cease to exist to the extent that the initial Trustee LaSalle National Bank, or any successor in interest thereto, is no longer acting as Trustee hereunder. The responsibility for appointing a successor Fiscal Agent shall belong to the successor Trustee insofar as such appointment is necessary for such successor Trustee to satisfy the eligibility requirements of Section 8.06. Any successor Fiscal Agent so appointed shall be required to execute and deliver to the other parties hereto a written agreement to assume and perform the duties of the Fiscal Agent set forth in this Agreement; provided that no such successor shall become Fiscal Agent hereunder unless the successor Trustee shall have received written confirmation from each Rating Agency that the succession of such proposed successor Fiscal Agent would not, in and of itself, result in a downgrading or withdrawal of the then current ratings on the Certificates.

The Fiscal Agent. (a) The Fiscal Agent shall at all times maintain a long-term unsecured debt rating of no less than "AA-" from each of _____ and _________ (or, in the case of either Rating Agency, such lower rating as will not (as confirmed in writing by such Rating Agency) result in an Adverse Rating Event). (b) To the extent that the Trustee is required, pursuant to the terms of this Agreement, to make any Payment Advance, whether as successor Master Servicer master servicer or otherwise, and has failed to do so in accordance with the terms hereof, the Fiscal Agent shall make such Payment Advance when and as required by the terms of this Agreement on behalf the Trustee as if the Fiscal Agent were the Trustee hereunder. To the extent that the Fiscal Agent makes a Payment an Advance pursuant to this Section 8.148.17(b) or otherwise pursuant to this Agreement, the obligations of the Trustee under this Agreement in respect of such Payment Advance shall be satisfied. Notwithstanding anything contained in this Agreement to the contrary, the Fiscal Agent shall be entitled to all limitations on liability, rights of reimbursement and indemnities that the Trustee is entitled to hereunder as if it were the Trustee. (bc) All fees and expenses of the Fiscal Agent (other than any interest owed to the Fiscal Agent in respect of unreimbursed Advances) incurred by the Fiscal Agent in connection with the transactions contemplated by this Agreement shall be borne by the Trustee, and the neither the Trustee nor the Fiscal Agent shall be entitled to reimbursement therefor from any of the Trust Fund, the Depositor Depositor, the Master Servicer or the Master Special Servicer. (cd) The obligations of the initial Fiscal Agent set forth in this Section 8.14 8.17 or otherwise pursuant to this Agreement shall exist only for so long as the Trustee that appointed it (or, in the case of the initial Trustee Fiscal Agent, so long as the initial Trustee) shall act as Trustee hereunder. The obligations Fiscal Agent may resign or be removed by the Trustee only if and when the existence of such Fiscal Agent is no longer necessary for such Trustee to satisfy the eligibility requirements of Section 8.06; provided that the Fiscal Agent shall be deemed to have resigned at such time as the Trustee that appointed it (or, in the case of the initial Fiscal Agent set forth in this Section 8.14 shall cease to exist to the extent that Agent, at such time as the initial Trustee Trustee) resigns or is no longer acting removed as Trustee hereunder. The hereunder (in which case the responsibility for appointing a successor Fiscal Agent shall belong to the successor Trustee, and which appointment the successor Trustee shall use its best efforts to make, insofar as such appointment is necessary for such successor Trustee to satisfy the eligibility requirements of Section 8.06.Section

The Fiscal Agent. (a) The Fiscal Agent shall at all times maintain a long-term unsecured debt rating of no less than "AA-" from S&P (or "A+" from S&P, if the Fiscal Agent's short-term unsecured debt rating is at least "A-1" by S&P) and "Aa3" from Xxxxx'x, or, in the case of either Rating Agency, such other rating as shall not result in the withdrawal, downgrade, or qualification of the rating assigned by the Rating Agency to any Class of Certificates then rated by the Rating Agency, as confirmed in writing by such Rating Agency. (b) To the extent that the Trustee is required, pursuant to the terms of this Agreement, to make any Payment Advance, whether as successor Master Servicer master servicer or otherwise, and has failed to do so in accordance with the terms hereof, the Fiscal Agent shall make such Payment Advance when and as required by the terms of this Agreement on behalf the Trustee as if the Fiscal Agent were the Trustee hereunder. To the extent that the Fiscal Agent makes a Payment an Advance pursuant to this Section 8.148.19(b) or otherwise pursuant to this Agreement, the obligations of the Trustee under this Agreement in respect of such Payment Advance shall be satisfied. Notwithstanding anything contained in this Agreement to the contrary, the Fiscal Agent shall be entitled to all limitations on liability, rights of reimbursement and indemnities that the Trustee is entitled to hereunder as if it were the Trustee. (bc) All fees and expenses of the Fiscal Agent (other than any interest owed to the Fiscal Agent in respect of unreimbursed Advances) incurred by the Fiscal Agent in connection with the transactions contemplated by this Agreement shall be borne by the Trustee, and the neither the Trustee nor the Fiscal Agent shall be entitled to reimbursement therefor from any of the Trust Fund, the Depositor Depositor, the Master Servicer or the Master Special Servicer. (cd) The obligations of the initial Fiscal Agent set forth in this Section 8.14 8.19 or otherwise pursuant to this Agreement shall exist only for so long as the Trustee that appointed it (or, in the case of the initial Trustee Fiscal Agent, so long as the initial Trustee) shall act as Trustee hereunder. The obligations Fiscal Agent may resign or be removed by the Trustee only if and when the existence of such Fiscal Agent is no longer necessary for such Trustee to satisfy the eligibility requirements of Section 8.06; provided that the Fiscal Agent shall be deemed to have resigned at such time as the Trustee that appointed it (or, in the case of the initial Fiscal Agent set forth in this Section 8.14 shall cease to exist to the extent that Agent, at such time as the initial Trustee Trustee) resigns or is no longer acting removed as Trustee hereunder. The hereunder (in which case the responsibility for appointing a successor Fiscal Agent shall belong to the successor Trustee, and which appointment the successor Trustee shall use its best efforts to make, insofar as such appointment is necessary for such successor Trustee to satisfy the eligibility requirements of Section 8.06). Any successor fiscal agent so appointed shall be required to execute and deliver to the other parties hereto a written agreement to assume and perform the duties of the Fiscal Agent set forth in this Agreement; provided that no such successor shall become Fiscal Agent hereunder unless either (i) it satisfies the rating requirements of Section 8.19(a) or (ii) the Trustee shall have received written confirmation from each Rating Agency that the succession of such proposed successor fiscal agent would not, in and of itself, result in the withdrawal, downgrade, or qualification of the rating assigned by the Rating Agency to any Class of Certificates then rated by the Rating Agency. (e) The Trustee shall promptly notify the other parties hereto and the Certificateholders in writing of the appointment, resignation or removal of any Fiscal Agent.

The Fiscal Agent. (a) The Fiscal Agent shall at all times maintain a long-term unsecured debt rating of no less than "Aa3" from Moody's and "AA-" xxxx X&P (or "A+" from S&P if the Fiscal Agent has a short-term unsecured debt rating of at least "A-1" by S&P)(or, in the case of any such Rating Agency, such lower rating as will not (as confirmed in writing by such Rating Agency) result in an Adverse Rating Event). (b) To the extent that the Trustee is required, pursuant to the terms of this Agreement, to make any Payment Advance, whether as successor Master Servicer master servicer or otherwise, and has failed to do so in accordance with the terms hereof, the Fiscal Agent shall make such Payment Advance when and as required by the terms of this Agreement on behalf the Trustee as if the Fiscal Agent were the Trustee hereunder. To the extent that the Fiscal Agent makes a Payment an Advance pursuant to this Section 8.148.17(b) or otherwise pursuant to this Agreement, the obligations of the Trustee under this Agreement in respect of such Payment Advance shall be satisfied. Notwithstanding anything contained in this Agreement to the contrary, the Fiscal Agent shall be entitled to all limitations on liability, rights of reimbursement and indemnities that the Trustee is entitled to hereunder as if it were the Trustee. (bc) All fees and expenses of the Fiscal Agent (other than any interest owed to the Fiscal Agent in respect of unreimbursed Advances) incurred by the Fiscal Agent in connection with the transactions contemplated by this Agreement shall be borne by the Trustee, and the neither the Trustee nor the Fiscal Agent shall be entitled to reimbursement therefor from any of the Trust Fund, the Depositor Depositor, the Master Servicer or the Master Special Servicer. (cd) The obligations of the initial Fiscal Agent set forth in this Section 8.14 8.17 or otherwise pursuant to this Agreement shall exist only for so long as the Trustee that appointed it (or, in the case of the initial Trustee Fiscal Agent, so long as the initial Trustee) shall act as Trustee hereunder. The obligations Fiscal Agent may resign or be removed by the Trustee only if and when the existence of such Fiscal Agent is no longer necessary for such Trustee to satisfy the eligibility requirements of Section 8.06; provided that the Fiscal Agent shall be deemed to have resigned at such time as the Trustee that appointed it (or, in the case of the initial Fiscal Agent set forth in this Section 8.14 shall cease to exist to the extent that Agent, at such time as the initial Trustee Trustee) resigns or is no longer acting removed as Trustee hereunder. The hereunder (in which case the responsibility for appointing a successor Fiscal Agent shall belong to the successor Trustee, and which appointment the successor Trustee shall use its best efforts to make, insofar as such appointment is necessary for such successor Trustee to satisfy the eligibility requirements of Section 8.06.Section

The Fiscal Agent. (a) The Fiscal Agent shall at all times maintain a long-term unsecured debt rating of no less than "AA-" from S&P (or "A+" from S&P, if the Fiscal Agent's short term unsecured debt rating is at least "A-1" by S&P) and "Aa3" from Xxxxx'x (or, in the case of either Rating Agency, such other rating as shall not result in an Adverse Rating Event, as confirmed in writing by such Rating Agency). (b) To the extent that the Trustee is required, pursuant to the terms of this Agreement, to make any Payment Advance, whether as successor Master Servicer master servicer or otherwise, and has failed to do so in accordance with the terms hereof, the Fiscal Agent shall make such Payment Advance when and as required by the terms of this Agreement on behalf the Trustee as if the Fiscal Agent were the Trustee hereunder. To the extent that the Fiscal Agent makes a Payment an Advance pursuant to this Section 8.148.17(b) or otherwise pursuant to this Agreement, the obligations of the Trustee under this Agreement in respect of such Payment Advance shall be satisfied. . (c) Notwithstanding anything contained in this Agreement to the contrary, the Fiscal Agent shall be entitled to all limitations on liability, rights of reimbursement and indemnities that the Trustee is entitled to hereunder as if it were the Trustee. (b) All , except that all fees and expenses of the Fiscal Agent (other than any interest owed to the Fiscal Agent in respect of unreimbursed Advances) incurred by the Fiscal Agent in connection with the transactions contemplated by this Agreement shall be borne by the Trustee, and the neither the Trustee nor the Fiscal Agent shall be entitled to reimbursement therefor from any of the Trust Fund, the Depositor Depositor, the Master Servicer or the Master Special Servicer. (cd) The obligations of the initial Fiscal Agent set forth in this Section 8.14 8.17 or otherwise pursuant to this Agreement shall exist only for so long as the Trustee that appointed it (or, in the case of the initial Trustee Fiscal Agent, so long as the initial Trustee) shall act as Trustee hereunder. The obligations Fiscal Agent may resign or be removed by the Trustee only if and when the existence of such Fiscal Agent is no longer necessary for such Trustee to satisfy the eligibility requirements of Section 8.06; provided that the Fiscal Agent shall be deemed to have resigned at such time as the Trustee that appointed it (or, in the case of the initial Fiscal Agent set forth in this Section 8.14 shall cease to exist to the extent that Agent, at such time as the initial Trustee Trustee) resigns or is no longer acting removed as Trustee hereunder. The hereunder (in which case the responsibility for appointing a successor Fiscal Agent shall belong to the successor Trustee, and which appointment the successor Trustee shall use its best efforts to make, insofar as such appointment is necessary for such successor Trustee to satisfy the eligibility requirements of Section 8.068.

The Fiscal Agent. (a) To the extent that the Trustee is required, pursuant to the terms of this Agreement, to make any Payment Advance, whether as successor Master Servicer master servicer or otherwise, and has failed to do so in accordance with the terms hereof, the Fiscal Agent shall make such Payment Advance when and as required by the terms of this Agreement on behalf the Trustee as if the Fiscal Agent were the Trustee hereunder. To the extent that the Fiscal Agent makes a Payment an Advance pursuant to this Section 8.148.19 or otherwise pursuant to the Agreement, the obligations of the Trustee under this Agreement in respect of such Payment Advance shall be satisfied. Notwithstanding anything contained in this Agreement to the contrary, the Fiscal Agent shall be entitled to all limitations on liability, rights of reimbursement and indemnities that the Trustee is entitled to hereunder as if it were the Trustee. (b) All fees and expenses of the Fiscal Agent (other than interest owed to the Fiscal Agent in respect of unreimbursed Advances) incurred by the Fiscal Agent in connection with the transactions contemplated by this Agreement shall be borne by the Trustee, and the neither the Trustee nor the Fiscal Agent shall be entitled to reimbursement therefor from any of the Trust Fund, the Depositor Depositor, the Master Servicer or the Master Special Servicer. (c) The obligations of the initial Fiscal Agent set forth in this Section 8.14 8.19 shall exist for so long as the initial Trustee shall act as Trustee hereunder. The obligations of the initial Fiscal Agent fiscal agent set forth in this Section 8.14 8.19 or otherwise pursuant to the Agreement shall cease to exist to the extent that the initial Trustee is no longer acting as Trustee hereunder. The responsibility for appointing a successor Fiscal Agent fiscal agent shall belong to the successor Trustee trustee insofar as such appointment is necessary for such successor Trustee trustee to satisfy the eligibility requirements of Section 8.06. Any successor fiscal agent so appointed or appointed as provided in Section 8.07 and/or Section 8.08 shall be required to execute and deliver to the other parties hereto a written agreement to assume and perform the duties of the Fiscal Agent set forth in this Agreement; provided that no such successor shall become Fiscal Agent hereunder unless the successor trustee shall have received written confirmation from each Rating Agency that this succession of such proposed successor fiscal agent would not, in and of itself, result in a qualification, downgrading or withdrawal of the then current ratings on the Certificates.

The Fiscal Agent. (a) To the extent that the Trustee is required, pursuant to the terms of this Agreement, to make any Payment Advance which has not been deemed a Nonrecoverable Advance, whether as successor Master Servicer or otherwise, and has failed to do so in accordance with the terms hereof, the Fiscal Agent shall make such Payment Advance when and as required by the terms of this Agreement on behalf the Trustee as if the Fiscal Agent were the Trustee hereunder. To the extent that the Fiscal Agent makes a Payment an Advance pursuant to this Section 8.148.13 or otherwise pursuant to this Agreement, the obligations of the Trustee under this Agreement in respect of such Payment Advance shall be satisfied. Notwithstanding anything contained in this Agreement to the contrary, the Fiscal Agent shall be entitled to all limitations on liability, rights of reimbursement and indemnities that the Trustee is entitled to hereunder as if it were the Trustee. (b) All fees and expenses of the Fiscal Agent (other than indemnification pursuant to Section 8.05(b) or reimbursement for unreimbursed Advances and Advance Interest in respect thereof owed to the Fiscal Agent) incurred by the Fiscal Agent in connection with the transactions contemplated by this Agreement shall be borne by the Trustee, and the neither the Trustee nor the Fiscal Agent shall be entitled to reimbursement therefor from any of the Trust Fund, the Depositor Sponsor, the Mortgage Loan Seller, the Additional Warranting Party, the Master Servicer or the Master Special Servicer. (c) The obligations of the initial Fiscal Agent set forth in this Section 8.14 8.13 shall exist for so long as the initial Trustee shall act as Trustee hereunderhereunder and the Trustee would not otherwise satisfy the eligibility requirements of Section 8.06. The obligations of the initial Fiscal Agent set forth in this Section 8.14 8.13 or otherwise pursuant to this Agreement shall cease to exist to the extent that the initial Trustee LaSalle National Bank, or any successor in interest thereto, is no longer acting as Trustee hereunder. The responsibility for appointing a successor Fiscal Agent shall belong to the successor Trustee insofar as such appointment is necessary for such successor Trustee to satisfy the eligibility requirements of Section 8.06. Any successor Fiscal Agent so appointed shall be required to execute and deliver to the other parties hereto a written agreement to assume and perform the duties of the Fiscal Agent set forth in this Agreement; provided that no such successor shall become Fiscal Agent hereunder unless the successor Trustee shall have received written assurance from each Rating Agency that the succession of such proposed successor Fiscal Agent would not, in and of itself, result in a qualification, downgrading or withdrawal of the then current ratings on the Certificates.

The Fiscal Agent. (a) To the extent that the Trustee is required, pursuant to the terms of this Agreement, to make any Payment Advance which has not been deemed a Nonrecoverable Advance, whether as successor Master Servicer or otherwise, and has failed to do so in accordance with the terms hereof, the Fiscal Agent shall make such Payment Advance when and as required by the terms of this Agreement on behalf the Trustee as if the Fiscal Agent were the Trustee hereunder. To the extent that the Fiscal Agent makes a Payment an Advance pursuant to this Section 8.148.13 or otherwise pursuant to this Agreement, the obligations of the Trustee under this Agreement in respect of such Payment Advance shall be satisfied. Notwithstanding anything contained in this Agreement to the contrary, the Fiscal Agent shall be entitled to all limitations on liability, rights of reimbursement and indemnities that the Trustee is entitled to hereunder as if it were the Trustee. (b) All fees and expenses of the Fiscal Agent (other than indemnification pursuant to Section 8.05(b) or reimbursement for unreimbursed Advances and Advance Interest in respect thereof owed to the Fiscal Agent) incurred by the Fiscal Agent in connection with the transactions contemplated by this Agreement shall be borne by the Trustee, and the neither the Trustee nor the Fiscal Agent shall be entitled to reimbursement therefor from any of the Trust FundTrust, the Depositor Sponsor, the Mortgage Loan Seller, each Additional Warranting Party, the Master Servicer or the Master Special Servicer. (c) The obligations of the initial Fiscal Agent set forth in this Section 8.14 8.13 shall exist for so long as the initial Trustee shall act as Trustee hereunderhereunder and the Trustee would not otherwise satisfy the eligibility requirements of Section 8.06. The obligations of the initial Fiscal Agent set forth in this Section 8.14 8.13 or otherwise pursuant to this Agreement shall cease to exist to the extent that the initial Trustee LaSalle National Bank, or any successor in interest thereto, is no longer acting as Trustee hereunder. The responsibility for appointing a successor Fiscal Agent shall belong to the successor Trustee insofar as such appointment is necessary for such successor Trustee to satisfy the eligibility requirements of Section 8.06. Any successor Fiscal Agent so appointed shall be required to execute and deliver to the other parties hereto a written agreement to assume and perform the duties of the Fiscal Agent set forth in this Agreement; provided that no such successor shall become Fiscal Agent hereunder unless the successor Trustee shall have received written confirmation from each Rating Agency that the succession of such proposed successor Fiscal Agent would not, in and of itself, result in a qualification, downgrading or withdrawal of the then current ratings on the Certificates.