Common use of Trustee to Act; Appointment of Successor Clause in Contracts

Trustee to Act; Appointment of Successor. On and after the time the Master Servicer receives a notice of termination pursuant to Section 8.01 hereof the Trustee shall automatically become the successor to the Master Servicer with respect to the transactions set forth or provided for herein and after a transition period (not to exceed 90 days), shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof; provided, however that, pursuant to Article V hereof, the Trustee in its capacity as Successor Master Servicer shall be responsible for making any Advances required to be made by the Master Servicer immediately upon the termination of the Master Servicer and any such Advance shall be made on the Distribution Date on which such Advance was required to be made by the predecessor Master Servicer. Effective on the date of such notice of termination, as compensation therefor, the Trustee shall be entitled to all compensation, reimbursement of expenses and indemnification that the Master Servicer would have been entitled to if it had continued to act hereunder, provided, however, that the Trustee shall not be (i) liable for any acts or omissions of the Master Servicer, (ii) obligated to make Advances if it is prohibited from doing so under applicable law, (iii) responsible for expenses of the Master Servicer pursuant to Section 2.03 or (iv) obligated to deposit losses on any Permitted Investment directed by the Master Servicer. Notwithstanding the foregoing, the Trustee may, if it shall be unwilling to so act, or shall, if it is prohibited by applicable law from making Advances pursuant to Article V or if it is otherwise unable to so act, appoint, or petition a court of competent jurisdiction to appoint, any established mortgage loan servicing institution the appointment of which does not adversely affect the then current rating of the Certificates by each Rating Agency as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder. Any Successor Master Servicer shall (i) be an institution that is a Fanxxx Xxe and Frexxxx Xxc approved seller/servicer in good standing, that has a net worth of at least $15,000,000, (ii) be acceptable to the Trustee (which consent shall not be unreasonably withheld) and (iii) be willing to act as successor servicer of any Mortgage Loans under this Agreement, and shall have executed and delivered to the Depositor and the Trustee an agreement accepting such delegation and assignment, that contains an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of the Master Servicer (other than any liabilities of the Master Servicer hereof incurred prior to termination of the Master Servicer under Section 8.01 or as otherwise set forth herein), with like effect as if originally named as a party to this Agreement, provided that each Rating Agency shall have acknowledged in writing that its rating of the Certificates in effect immediately prior to such assignment and delegation will not be qualified or reduced as a result of such assignment and delegation. If the Trustee assumes the duties and responsibilities of the Master Servicer in accordance with this Section 8.02, the Trustee shall not resign as Master Servicer until a Successor Master Servicer has been appointed and has accepted such appointment. Pending appointment of a successor to the Master Servicer hereunder, the Trustee, unless the Trustee is prohibited by law from so acting, shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on Mortgage Loans or otherwise as it and such successor shall agree; provided that no such compensation unless agreed to by the Certificateholders shall be in excess of that permitted the Master Servicer hereunder. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Neither the Trustee nor any other Successor Master Servicer shall be deemed to be in default hereunder by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the failure of the Master Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. The costs and expenses of the Trustee in connection with the termination of the Master Servicer, appointment of a Successor Master Servicer and, if applicable, any transfer of servicing, including, without limitation, all costs and expenses associated with the complete transfer of all servicing data and the completion, correction or manipulation of such servicing data as may be required by the Trustee to correct any errors or insufficiencies in the servicing data or otherwise to enable the Trustee or the Successor Master Servicer to service the Mortgage Loans properly and effectively, to the extent not paid by the terminated Master Servicer, shall be payable to the Trustee pursuant to Section 9.05. Any successor to the Master Servicer as successor servicer under any Subservicing Agreement shall give notice to the applicable Mortgagors of such change of servicer and shall, during the term of its service as successor servicer maintain in force the policy or policies that the Master Servicer is required to maintain pursuant to Section 3.08.

Trustee to Act; Appointment of Successor. On and after the time the Master Servicer receives a notice of termination pursuant to Section 8.01 9.01 hereof the Trustee shall automatically become the successor to the Master Servicer with respect to the transactions set forth or provided for herein and after a transition period (not to exceed 90 days), shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof; provided, however, that the Company shall have the right to select a successor Master Servicer; provided, further, however that, pursuant to Article V VI hereof, the Trustee in its capacity as Successor successor Master Servicer shall be responsible for making any Advances required to be made by the Master Servicer immediately upon the termination of the Master Servicer and any such Advance shall be made on the Distribution Date on which such Advance was required to be made by the predecessor Master Servicer. Effective on the date of such notice of termination, as compensation therefor, the Trustee shall be entitled to all compensation, reimbursement of expenses and indemnification that the Master Servicer would have been entitled to if it had continued to act hereunder, provided, however, that the Trustee shall not be (i) liable for any acts or omissions of the Master Servicer, (ii) obligated to make Advances if it is prohibited from doing so under applicable law, (iii) responsible for expenses of the Master Servicer pursuant to Section 2.03 or (iv) obligated to deposit losses on any Permitted Investment directed by the Master Servicer. Notwithstanding the foregoing, the Trustee may, if it shall be unwilling to so act, or shall, if it is prohibited by applicable law from making Advances pursuant to Article V VI or if it is otherwise unable to so act, appoint, or petition a court of competent jurisdiction to appoint, any established mortgage loan servicing institution the appointment of which does not adversely affect the then current rating of the Certificates by each Rating Agency as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder. Any Successor Master Servicer shall (i) be an institution that is a Fanxxx Xxe Xxxxxx Xxx and Frexxxx Xxc Xxxxxxx Mac approved seller/servicer in good standing, that has a net worth of at least $15,000,000, and (ii) be acceptable to the Trustee (which consent shall not be unreasonably withheld) and (iii) be willing to act as successor servicer of any Mortgage Loans under this AgreementAgreement or the related Servicing Agreement with respect to which the Company or the original Servicer has been terminated as servicer, and shall have executed and delivered to the Depositor and the Trustee an agreement accepting such delegation and assignment, that contains an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of the Master Servicer (other than any liabilities of the Master Servicer hereof incurred prior to termination of the Master Servicer under Section 8.01 9.01 or as otherwise set forth herein), with like effect as if originally named as a party to this Agreement, provided that each Rating Agency shall have acknowledged in writing that its rating of the Certificates in effect immediately prior to such assignment and delegation will not be qualified or reduced as a result of such assignment and delegation. If the Trustee assumes the duties and responsibilities of the Master Servicer in accordance with this Section 8.029.02, the Trustee shall not resign as Master Servicer until a Successor Master Servicer has been appointed and has accepted such appointment. Pending appointment of a successor to the Master Servicer hereunder, the Trustee, unless the Trustee is prohibited by law from so acting, shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on Mortgage Loans or otherwise as it and such successor shall agree; provided that no such compensation unless agreed to by the Certificateholders shall be in excess of that permitted the Master Servicer hereunder. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Neither the Trustee nor any other Successor Master Servicer shall be deemed to be in default hereunder by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the failure of the Master Servicer and the Securities Administrator to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. The costs and expenses of the Trustee in connection with the termination of the Master Servicer, appointment of a Successor Master Servicer and, if applicable, any transfer of master servicing, including, without limitation, all costs and expenses associated with the complete transfer of all master servicing data and the completion, correction or manipulation of such master servicing data as may be required by the Trustee to correct any errors or insufficiencies in the master servicing data or otherwise to enable the Trustee or the Successor Master Servicer to master service the Mortgage Loans properly and effectively, to the extent not previously paid by the terminated Master Servicer, shall be payable to the Trustee pursuant to Section 9.05. Any successor to the Master Servicer as successor servicer under any Subservicing Agreement shall give notice to the applicable Mortgagors of such change of servicer and shall, during the term of its service as successor servicer maintain in force the policy or policies that the Master Servicer is required to maintain pursuant to Section 3.0810.05.

Trustee to Act; Appointment of Successor. On and after the time the Master Servicer receives a notice of termination pursuant to Section 8.01 hereof 7.01 of this Agreement, the Trustee or a successor servicer appointed pursuant to Section 7.01, subject to and to the extent provided herein, either shall automatically become be the successor to the Master Servicer with respect to Servicer, but only in its capacity as servicer under this Agreement and not in any other, and the transactions set forth herein or provided for herein shall appoint a successor servicer, and after a transition period (not to exceed 90 days), in either event such successor servicer shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof; provided, however that, hereof and applicable law including the obligation to make Advances pursuant to Article V hereof, the Trustee in its capacity as Successor Master Servicer shall be responsible for making any Advances required to be made by the Master Servicer immediately upon the termination of the Master Servicer and any such Advance shall be made on the Distribution Date on which such Advance was required to be made by the predecessor Master ServicerSection 4.01. Effective on the date of such notice of termination, as As compensation therefor, the Trustee successor servicer shall be entitled to all compensation, reimbursement of expenses and indemnification funds relating to the related Mortgage Loans that the Master terminated Servicer would have been entitled to if it had continued charge to act hereundera Collection Account, provided, however, provided that the Trustee terminated Servicer shall not nonetheless be (ientitled to payment or reimbursement as provided in Section 3.09(a) liable for any acts to the extent that such payment or omissions reimbursement relates to the period prior to the completion of the Master Servicer, (ii) obligated transfer of servicing to make Advances if it is prohibited from doing so under applicable law, (iii) responsible for expenses of the Master Servicer pursuant to Section 2.03 or (iv) obligated to deposit losses on any Permitted Investment directed by the Master Servicera successor servicer. Notwithstanding the foregoing, if the Trustee has become the successor to the terminated Servicer in accordance with Section 7.01, the Trustee may, if it shall be unwilling to so act, or shall, if it is prohibited by applicable law from making Advances pursuant to Article V 4.01 hereof, or if it is otherwise unable to so act, appoint, or petition a court of competent jurisdiction to appoint, any established mortgage loan servicing institution the appointment of which does not adversely affect the then current rating of the Certificates by each Rating Agency Agency, as the successor to the Master terminated Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder. Any Successor Master successor to the Servicer shall (i) be an institution that which is a Fanxxx Xxe and Frexxxx Xxc FNMA or FHLMC approved seller/servicer in good standing, that which has a net worth of at least $15,000,00010,000,000, (ii) be acceptable to the Trustee (which consent shall not be unreasonably withheld) and (iii) be is willing to act as successor servicer of any service the related Mortgage Loans under this Agreement, and shall have executed which executes and delivered delivers to the Depositor and the Trustee an agreement accepting such delegation and assignment, that contains containing an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of the Master Servicer (other than any liabilities of the Master Servicer under Section 6.03 hereof incurred prior to termination of the Master Servicer under Section 8.01 or as otherwise set forth herein7.01 hereunder), with like effect as if originally named as a party to this Agreement, ; provided that each Rating Agency shall have acknowledged in writing acknowledges that its rating of the Certificates in effect immediately prior to such assignment and delegation will not be qualified or reduced as a result of such assignment and delegation. If the Trustee assumes the duties and responsibilities Any successor servicer appointed by DLJMC shall be rated as a servicer of the Master Servicer in accordance with this Section 8.02, the Trustee shall not resign subprime mortgage loans as Master Servicer until “average” (or its equivalent) or better by each Rating Agency that maintains a Successor Master Servicer has been appointed and has accepted such appointmentservicer rating system. Pending appointment of a successor to the Master Servicer hereunder, the Trustee, Trustee or other successor servicer unless the Trustee such entity is prohibited by law from so acting, shall shall, subject to the limitations described herein, act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on the related Mortgage Loans or otherwise as it and such successor shall agree; provided provided, however, that no such compensation unless agreed to by the Certificateholders shall be in excess of that permitted the Master Servicer hereundera servicing fee rate of 0.50% per annum. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Neither the Trustee nor any other Successor Master Servicer successor servicer shall be deemed to be in default hereunder by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the failure of the Master terminated Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. The costs and expenses of Any successor to the Trustee in connection with Servicer shall give notice to the termination of the Master Servicer, appointment of a Successor Master Servicer and, if applicable, any transfer of servicing, including, without limitation, all costs and expenses associated with the complete transfer of all servicing data and the completion, correction or manipulation Mortgagors of such servicing data as may be required by the Trustee to correct any errors or insufficiencies in the servicing data or otherwise to enable the Trustee or the Successor Master Servicer to service the Mortgage Loans properly and effectively, to the extent not paid by the terminated Master Servicer, shall be payable to the Trustee pursuant to Section 9.05change of servicer. Any successor to the Master Servicer as successor servicer under any Subservicing Agreement shall give notice to the applicable Mortgagors of such change of servicer and shall, during the term of its service as successor servicer the Servicer maintain in force the policy or policies of the type that the Master Servicer is required to maintain pursuant to Section 3.08this Agreement. In connection with the termination or resignation of the Servicer hereunder, either (i) the successor Servicer, including the Trustee if the Trustee is acting as successor Servicer, shall represent and warrant that it is a member of MERS in good standing and shall agree to comply in all material respects with the rules and procedures of MERS in connection with the servicing of the Mortgage Loans that are registered with MERS, or (ii) the predecessor Servicer, at its sole expense, shall cooperate with the successor Servicer either (x) in causing MERS to execute and deliver an Assignment of Mortgage in recordable form to transfer the Mortgage from MERS to the Trustee and to execute and deliver such other notices, documents and other instruments as may be necessary or desirable to effect a transfer of such Mortgage Loan or servicing of such Mortgage Loan on the MERS® System to the successor Servicer or (y) in causing MERS to designate on the MERS® System the successor Servicer as the servicer of such Mortgage Loan (at the cost and expense of the successor Servicer to the extent such costs relate to the qualification of such successor Servicer as a member of MERS, otherwise at the cost and expense of the predecessor Servicer). The predecessor Servicer shall file or cause to be filed any such assignment in the appropriate recording office. The successor Servicer shall cause such assignment to be delivered to the Trustee promptly upon receipt of the original with evidence of recording thereon or a copy certified by the public recording office in which such assignment was recorded.

Trustee to Act; Appointment of Successor. On and Within 90 days after the time the Master Trustee gives, and a Servicer receives a notice of termination pursuant to Section 8.01 hereof 7.01, the Trustee shall automatically become shall, subject to and to the extent provided in Section 7.03, and subject to the rights of the Trustee to appoint a successor Servicer pursuant to this Section 7.02, be the successor to such Servicer in its capacity as servicer under the Master Servicer related Servicing Agreement or comparable new agreement with respect to the successor and the transactions set forth or provided for herein and after a transition period (not to exceed 90 days), in such Servicing Agreement and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Master such Servicer by the terms and provisions hereof; provided, however that, thereof and applicable law including the obligation to make Monthly Advances or Servicing Advances pursuant to Article V hereofsuch Servicing Agreement (it being understood and agreed that if such Servicer fails to make an Advance, the Trustee in its capacity as Successor Master successor Servicer shall be responsible for making any Advances required to be do so unless a determination has been made by the Master Servicer immediately upon the termination of the Master Servicer and any that such Advance shall be made on the Distribution Date on which such would constitute a Nonrecoverable Monthly Advance was required to be made by the predecessor Master Serviceror a Nonrecoverable Servicing Advance). Effective on the date of such notice of termination, as As compensation therefor, the Trustee shall be entitled to all compensation, reimbursement of expenses and indemnification funds relating to the Mortgage Loans that the Master such Servicer would have been entitled to charge to the Collection Account if it such Servicer had continued to act hereunderunder the related Servicing Agreement including, providedif such Servicer was receiving the Servicing Fee at the Servicing Fee Rate set forth in such Servicing Agreement (as set forth in the Mortgage Loan Schedule with respect to the related Mortgage Loans), howeversuch Servicing Fee and the income on investments or gain related to the Collection Account. It is understood and acknowledged by the parties hereto that there will be a period of transition before the transfer of servicing obligations is fully effective. Notwithstanding the foregoing, that the Trustee shall will have a period (not to exceed 90 days) to complete the transfer of all servicing data and correct or manipulate such servicing data as may be (i) liable for any acts or omissions of the Master Servicer, (ii) obligated to make Advances if it is prohibited from doing so under applicable law, (iii) responsible for expenses of the Master Servicer pursuant to Section 2.03 or (iv) obligated to deposit losses on any Permitted Investment directed required by the Master ServicerTrustee to correct any errors or insufficiencies in the servicing data or otherwise enable the Trustee to service the Mortgage Loans in accordance with accepted servicing practices. Notwithstanding the foregoing, the Trustee may, if it shall be unwilling to so act, or shall, if it is prohibited by applicable law from making Monthly Advances and Servicing Advances pursuant to Article V a servicing agreement, or if it is otherwise unable to so act, or, at the written request of Certificateholders entitled to a majority of the Voting Rights in the related Loan Group, appoint, or petition a court of competent jurisdiction to appoint, any established mortgage loan servicing institution the appointment of which does not adversely affect the then current rating of the Certificates by each Rating Agency Agency, as the successor to the Master related Servicer hereunder under such Servicing Agreement in the assumption of all or any part of the responsibilities, duties or liabilities of such Servicer. No such appointment of a successor to a Servicer hereunder shall be effective until the Master Servicer hereunderDepositor shall have consented thereto. Any Successor Master successor to a Servicer shall (i) be an institution that which is a Fanxxx Xxe Fannie Mae and Frexxxx Xxc Freddie Mac approved seller/servicer in good standing, that has a wxxxx xax x net worth of xxxxx xf at least $15,000,00025,000,000, (ii) be acceptable to the Trustee (which consent shall not be unreasonably withheld) and (iii) be is willing to act as successor servicer of any service the Mortgage Loans under this Agreement, and shall have executed which executes and delivered delivers to the Depositor and the Trustee an agreement accepting such delegation and assignment, that contains containing an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of the Master Servicer such terminated Servicer, (other than any liabilities of the Master such terminated Servicer hereof incurred prior to termination of the Master such Servicer under Section 8.01 or as otherwise set forth herein7.01), with like effect as if originally named as a party to this Agreement; provided, provided that each Rating Agency shall have acknowledged in writing acknowledges that its rating of the Certificates in effect immediately prior to such assignment and delegation will not be qualified or reduced reduced, as a result of such assignment and delegation. If the Trustee assumes the duties and responsibilities of the Master Servicer in accordance with this Section 8.02, the Trustee shall not resign as Master Servicer until a Successor Master Servicer has been appointed and has accepted such appointment. Pending appointment of a successor to the Master a Servicer hereunder, the Trustee, unless the Trustee is prohibited by law from so acting, shall shall, subject to this Section 7.02, act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on Mortgage Loans or otherwise as it it, the Depositor and such successor shall agree; provided provided, however, that no such compensation unless agreed to by the Certificateholders shall be in excess of that permitted the Master Servicing Fee Rate and amounts paid to such Servicer hereunderfrom investments. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Neither the Trustee nor any other Successor Master successor to a Servicer shall be deemed to be in default hereunder by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the failure of the Master predecessor Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. The costs and expenses of the Trustee in connection with the termination of the Master Servicer, appointment of a Successor Master Any successor Servicer and, if applicable, any transfer of servicing, including, without limitation, all costs and expenses associated with the complete transfer of all servicing data and the completion, correction or manipulation of such servicing data as may be required by the Trustee to correct any errors or insufficiencies in the servicing data or otherwise to enable the Trustee or the Successor Master Servicer to service the Mortgage Loans properly and effectively, to the extent not paid by the terminated Master Servicer, shall be payable to the Trustee pursuant to Section 9.05. Any successor to the Master Servicer as successor servicer under any Subservicing Agreement shall give responsible for giving notice to the applicable related Mortgagors of such change of servicer Servicer, in accordance with applicable federal and state law, and shall, during the term of its service as successor servicer Servicer, maintain in force the policy or policies that the Master such Servicer is required to maintain pursuant to Section 3.08the related Servicing Agreement. In no event shall the Trustee be responsible for paying the costs and expenses of transferring the servicing of the Mortgage Loans.

Trustee to Act; Appointment of Successor. On and after the time the Master Servicer receives a notice of termination pursuant to Section 8.01 hereof 6.01 hereof, the Trustee shall automatically become Master Servicer shall, when and to the extent provided in Section 3.04, be the successor to the Master Servicer with respect to in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and after a transition period (not to exceed 90 days), shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof; provided, however that, hereof and applicable law including the obligation to make advances pursuant to Article V hereofSection 4.01. As compensation therefor, subject to the Trustee in its capacity as Successor Master Servicer shall be responsible for making any Advances required to be made by last paragraph of Section 6.01, the Master Servicer immediately upon the termination of the Master Servicer and any such Advance shall be made on the Distribution Date on which such Advance was required to be made by the predecessor Master Servicer. Effective on the date of such notice of termination, as compensation therefor, the Trustee shall be entitled to all compensationfees, compensation and reimbursement of for costs and expenses and indemnification that the Master Servicer would have been entitled to hereunder if it the Servicer had continued to act hereunder, provided, however, that the Trustee shall not be (i) liable for any acts or omissions of the Master Servicer, (ii) obligated to make Advances if it is prohibited from doing so under applicable law, (iii) responsible for expenses of the Master Servicer pursuant to Section 2.03 or (iv) obligated to deposit losses on any Permitted Investment directed by the Master Servicer. Notwithstanding the foregoing, if the Trustee Master Servicer has become the successor to the Servicer in accordance with Section 6.01 hereof, the Master Servicer may, if it shall be unwilling to so act, or shall, if it is prohibited by applicable law from making Advances pursuant to Article V Section 4.01 hereof or if it is otherwise unable to so act, appoint, or petition a court of competent jurisdiction to appoint, any established mortgage loan servicing institution the appointment of which does not adversely affect the then current rating of the Certificates by each Rating Agency as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder. Any Successor Master successor Servicer shall (i) be an institution that is a Fanxxx Xxe Xxxxxx Xxx and Frexxxx Xxc Xxxxxxx Mac approved seller/servicer in good standing, that has a net worth of at least $15,000,000, (ii) be acceptable and that is willing to service the Mortgage Loans and executes and delivers to the Trustee (which consent shall not be unreasonably withheld) and (iii) be willing to act as successor servicer of any Mortgage Loans under this Agreement, and shall have executed and delivered to the Depositor and the Trustee Master Servicer an agreement accepting such delegation and assignment, that contains an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of the Master Servicer (other than any liabilities of the Master Servicer under Section 5.03 hereof incurred prior to termination of the Master Servicer under Section 8.01 or as otherwise set forth herein6.01), with like effect as if originally named as a party to this Agreement, provided that each Rating Agency . No appointment of a successor to the Servicer hereunder shall have acknowledged in writing that its rating of the Certificates in effect immediately prior to such assignment and delegation will not be qualified or reduced as a result of such assignment and delegation. If the Trustee assumes the duties and responsibilities of effective until the Master Servicer in accordance with this Section 8.02, shall have consented thereto and written notice of such proposed appointment shall have been provided by the Trustee Master Servicer to each Certificateholder. The Master Servicer shall not resign as Master Servicer servicer until a Successor Master Servicer successor servicer has been appointed and has accepted such appointment. Pending appointment of a successor to the Master Servicer hereunder, the TrusteeMaster Servicer, unless the Trustee Master Servicer is prohibited by law from so acting, shall shall, subject to Section 3.04 hereof, act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee Master Servicer may make such arrangements for the compensation of such successor out of payments on Mortgage Loans or otherwise as it and such successor shall agree; provided provided, however, that no such compensation unless agreed to by the Certificateholders shall be in excess of that permitted the Master Servicer hereunder. The Trustee Master Servicer and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Neither the Trustee Master Servicer nor any other Successor Master Servicer successor servicer shall be deemed to be in default hereunder by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the failure of the Master Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. The costs and expenses of the Trustee in connection with the termination of the Master Servicer, appointment of a Successor Master Servicer and, if applicable, any transfer of servicing, including, without limitation, all costs and expenses associated with the complete transfer of all servicing data and the completion, correction or manipulation of such servicing data as may be required by the Trustee to correct any errors or insufficiencies in the servicing data or otherwise to enable the Trustee or the Successor Master Servicer to service the Mortgage Loans properly and effectively, to the extent not paid by the terminated Master Servicer, shall be payable to the Trustee pursuant to Section 9.05. Any successor to the Master Servicer as successor servicer under any Subservicing Agreement shall give notice to the applicable Mortgagors of such change of servicer and shall, during the term of its service as successor servicer maintain in force the policy or policies that the Master Servicer is required to maintain pursuant to Section 3.085.05.

Trustee to Act; Appointment of Successor. On and after the time the Master Servicer receives a notice of termination pursuant to Section 8.01 hereof 7.01 of this Agreement, the Trustee or a successor servicer appointed pursuant to Section 7.01, subject to and to the extent provided herein, either shall automatically become be the successor to the Master Servicer with respect to Servicer, but only in its capacity as servicer under this Agreement and not in any other, and the transactions set forth herein or provided for herein shall appoint a successor servicer, and after a transition period (not to exceed 90 days), in either event such successor servicer shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof; provided, however that, hereof and applicable law including the obligation to make Advances pursuant to Article V hereof, the Trustee in its capacity as Successor Master Servicer shall be responsible for making any Advances required to be made by the Master Servicer immediately upon the termination of the Master Servicer and any such Advance shall be made on the Distribution Date on which such Advance was required to be made by the predecessor Master ServicerSection 4.01. Effective on the date of such notice of termination, as As compensation therefor, the Trustee successor servicer shall be entitled to all compensation, reimbursement of expenses and indemnification funds relating to the related Mortgage Loans that the Master terminated Servicer would have been entitled to if it had continued charge to act hereundera Collection Account, provided, however, provided that the Trustee terminated Servicer shall not nonetheless be (ientitled to payment or reimbursement as provided in Section 3.09(a) liable for any acts to the extent that such payment or omissions reimbursement relates to the period prior to the completion of the Master Servicer, (ii) obligated transfer of servicing to make Advances if it is prohibited from doing so under applicable law, (iii) responsible for expenses of the Master Servicer pursuant to Section 2.03 or (iv) obligated to deposit losses on any Permitted Investment directed by the Master Servicera successor servicer. Notwithstanding the foregoing, if the Trustee has become the successor to the terminated Servicer in accordance with Section 7.01, the Trustee may, if it shall be unwilling to so act, or shall, if it is prohibited by applicable law from making Advances pursuant to Article V 4.01 hereof, or if it is otherwise unable to so act, appoint, or petition a court of competent jurisdiction to appoint, any established mortgage loan servicing institution the appointment of which does not adversely affect the then current rating of the Certificates by each Rating Agency Agency, as the successor to the Master terminated Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder. Any Successor Master successor to the Servicer shall (i) be an institution that which is a Fanxxx Xxe and Frexxxx Xxc FNMA or FHLMC approved seller/servicer in good standing, that which has a net worth of at least $15,000,00010,000,000, (ii) be acceptable to the Trustee (which consent shall not be unreasonably withheld) and (iii) be is willing to act as successor servicer of any service the related Mortgage Loans under this Agreement, and shall have executed which executes and delivered delivers to the Depositor and the Trustee an agreement accepting such delegation and assignment, that contains containing an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of the Master Servicer (other than any liabilities of the Master Servicer under Section 6.03 hereof incurred prior to termination of the Master Servicer under Section 8.01 or as otherwise set forth herein7.01 hereunder), with like effect as if originally named as a party to this Agreement, ; provided that each Rating Agency shall have acknowledged in writing acknowledges that its rating of the Certificates in effect immediately prior to such assignment and delegation will not be qualified or reduced as a result of such assignment and delegation. If the Trustee assumes the duties and responsibilities of the Master Servicer in accordance with this Section 8.02, the Trustee shall not resign as Master Servicer until a Successor Master Servicer has been appointed and has accepted such appointment. Pending appointment of a successor to the Master Servicer hereunder, the Trustee, Trustee or other successor servicer unless the Trustee such entity is prohibited by law from so acting, shall shall, subject to the limitations described herein, act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on the related Mortgage Loans or otherwise as it and such successor shall agree; provided provided, however, that no such compensation unless agreed to by the Certificateholders shall be in excess of the Servicing Fee, assuming for this purpose that permitted the Master Servicing Fee Rate is 0.50% per annum, for any other successor. To the extent that the compensation of any successor to the Servicer hereunderis calculated using a rate exceeding the then-current rate used to calculate the Ocwen Servicing Fee Rate (as defined in the Ocwen Side Letter), as the case may be, each Holder of a Class A-IO-S Certificate hereby agrees to a decrease in the Excess Servicing Fee Rate in an amount equal to such excess. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Neither the Trustee nor any other Successor Master Servicer successor servicer shall be deemed to be in default hereunder by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the failure of the Master terminated Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. The costs and expenses of Any successor to the Trustee in connection with Servicer or shall give notice to the termination of the Master Servicer, appointment of a Successor Master Servicer and, if applicable, any transfer of servicing, including, without limitation, all costs and expenses associated with the complete transfer of all servicing data and the completion, correction or manipulation Mortgagors of such servicing data as may be required by the Trustee to correct any errors or insufficiencies in the servicing data or otherwise to enable the Trustee or the Successor Master Servicer to service the Mortgage Loans properly and effectively, to the extent not paid by the terminated Master Servicer, shall be payable to the Trustee pursuant to Section 9.05change of servicer. Any successor to the Master Servicer as successor servicer under any Subservicing Agreement shall give notice to the applicable Mortgagors of such change of servicer and shall, during the term of its service as successor servicer the Servicer maintain in force the policy or policies of the type that the Master Servicer is required to maintain pursuant to Section 3.08this Agreement. In connection with the termination or resignation of the Servicer hereunder, either (i) the successor Servicer, including the Trustee if the Trustee is acting as successor Servicer, shall represent and warrant that it is a member of MERS in good standing and shall agree to comply in all material respects with the rules and procedures of MERS in connection with the servicing of the Mortgage Loans that are registered with MERS, or (ii) the predecessor Servicer, at its sole expense, shall cooperate with the successor Servicer either (x) in causing MERS to execute and deliver an Assignment of Mortgage in recordable form to transfer the Mortgage from MERS to the Trustee and to execute and deliver such other notices, documents and other instruments as may be necessary or desirable to effect a transfer of such Mortgage Loan or servicing of such Mortgage Loan on the MERS® System to the successor Servicer or (y) in causing MERS to designate on the MERS® System the successor Servicer as the servicer of such Mortgage Loan (at the cost and expense of the successor Servicer to the extent such costs relate to the qualification of such successor Servicer as a member of MERS, otherwise at the cost and expense of the predecessor Servicer). The predecessor Servicer shall file or cause to be filed any such assignment in the appropriate recording office. The successor Servicer shall cause such assignment to be delivered to the Trustee promptly upon receipt of the original with evidence of recording thereon or a copy certified by the public recording office in which such assignment was recorded.

Trustee to Act; Appointment of Successor. On and after the time the Master Servicer receives a notice of termination pursuant to Section 8.01 hereof 7.01 of this Agreement, the Trustee shall automatically become shall, subject to and to the extent provided herein, be the successor to the Master Servicer with respect to Servicer, but only in its capacity as servicer under this Agreement, and not in any other, and the transactions set forth or provided for herein and after a transition period (not to exceed 90 days), shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof; provided, however that, hereof and applicable law including the obligation to make Advances pursuant to Article V hereof, the Trustee in its capacity as Successor Master Servicer shall be responsible for making any Advances required to be made by the Master Servicer immediately upon the termination of the Master Servicer and any such Advance shall be made on the Distribution Date on which such Advance was required to be made by the predecessor Master ServicerSection 4.01. Effective on the date of such notice of termination, as As compensation therefor, the Trustee shall be entitled to all compensation, reimbursement of expenses and indemnification funds relating to the related Mortgage Loans that the Master Servicer would have been entitled to if it had continued charge to act hereundera Collection Account, provided, however, provided that the Trustee terminated Servicer shall not nonetheless be (ientitled to payment or reimbursement as provided in Section 3.08(a) liable for any acts to the extent that such payment or omissions reimbursement relates to the period prior to termination of the Master Servicer, (ii) obligated to make Advances if it is prohibited from doing so under applicable law, (iii) responsible for expenses of the Master Servicer pursuant to Section 2.03 or (iv) obligated to deposit losses on any Permitted Investment directed by the Master Servicer. Notwithstanding the foregoing, if the Trustee has become the successor to the Servicer in accordance with Section 7.01, the Trustee may, if it shall be unwilling to so act, or shall, if it is prohibited by applicable law from making Advances pursuant to Article V 4.01 hereof, or if it is otherwise unable to so act, appoint, or petition a court of competent jurisdiction to appoint, any established mortgage loan servicing institution the appointment of which does not adversely affect the then current rating of the Certificates by each Rating Agency Agency, as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder. Any Successor Master successor to the Servicer shall (i) be an institution that which is a Fanxxx Xxe and Frexxxx Xxc FNMA or FHLMC approved seller/servicer in good standing, that which has a net worth of at least $15,000,00010,000,000, (ii) be acceptable to the Trustee (which consent shall not be unreasonably withheld) and (iii) be is willing to act as successor servicer of any service the related Mortgage Loans under this Agreement, and shall have executed which executes and delivered delivers to the Depositor and the Trustee an agreement accepting such delegation and assignment, that contains containing an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of the Master Servicer (other than any liabilities of the Master Servicer under Section 6.03 hereof incurred prior to termination of the Master Servicer under Section 8.01 or as otherwise set forth herein7.01 hereunder), with like effect as if originally named as a party to this Agreement, ; provided that each Rating Agency shall have acknowledged in writing acknowledges that its rating of the Certificates in effect immediately prior to such assignment and delegation will not be qualified or reduced as a result of such assignment and delegation. If the Trustee assumes the duties and responsibilities of the Master Servicer in accordance with this Section 8.02, the Trustee shall not resign as Master Servicer until a Successor Master Servicer has been appointed and has accepted such appointment. Pending appointment of a successor to the Master Servicer hereunder, the Trustee, unless the Trustee is prohibited by law from so acting, shall shall, subject to the limitations described herein, act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on the related Mortgage Loans or otherwise as it and such successor shall agree; provided provided, however, that no such compensation unless agreed to by the Certificateholders shall be in excess of that permitted the Master Servicer hereunderServicing Fee. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Neither the Trustee nor any other Successor Master Servicer successor servicer shall be deemed to be in default hereunder by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the failure of the Master Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. The costs and expenses of the Trustee in connection with the termination of the Master Servicer, appointment of a Successor Master Servicer and, if applicable, any transfer of servicing, including, without limitation, all costs and expenses associated with the complete transfer of all servicing data and the completion, correction or manipulation of such servicing data as may be required by the Trustee to correct any errors or insufficiencies in the servicing data or otherwise to enable the Trustee or the Successor Master Servicer to service the Mortgage Loans properly and effectively, to the extent not paid by the terminated Master Servicer, shall be payable to the Trustee pursuant to Section 9.05. Any successor to the Master Servicer as successor servicer under any Subservicing Agreement shall give notice to the applicable Mortgagors of such change of servicer and shall, during the term of its service as successor servicer servicer, maintain in force the policy or policies that the Master Servicer is required to maintain pursuant to Section 3.08this Agreement.

Trustee to Act; Appointment of Successor. On and after the time the Master Servicer receives a notice of termination pursuant to Section 8.01 hereof the Trustee shall automatically become the successor to the Master Servicer with respect to the transactions set forth or provided for herein and after a transition period (not to exceed 90 days), shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof; provided, however that, pursuant to Article V hereof, the Trustee in its capacity as Successor Master Servicer shall be responsible for making any Advances required to be made by the Master Servicer immediately upon the termination of the Master Servicer and any such Advance shall be made on the Distribution Date on which such Advance was required to be made by the predecessor Master Servicer. Effective on the date of such notice of termination, as compensation therefor, the Trustee shall be entitled to all compensation, reimbursement of expenses and indemnification that the Master Servicer would have been entitled to if it had continued to act hereunder, provided, however, that the Trustee shall not be (i) liable for any acts or omissions of the Master Servicer, (ii) obligated to make Advances if it is prohibited from doing so under applicable law, (iii) responsible for expenses of the Master Servicer pursuant to Section 2.03 or (iv) obligated to deposit losses on any Permitted Investment directed by the Master Servicer. Notwithstanding the foregoing, the Trustee may, if it shall be unwilling to so act, or shall, if it is prohibited by applicable law from making Advances pursuant to Article V or if it is otherwise unable to so act, appoint, or petition a court of competent jurisdiction to appoint, any established mortgage loan servicing institution the appointment of which does not adversely affect the then current rating of the Certificates by each Rating Agency as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder. Any Successor Master Servicer shall (i) be an institution that is a Fanxxx Xxe Fxxxxx Mxx and Frexxxx Xxc Fxxxxxx Mac approved seller/servicer in good standing, that has a net worth of at least $15,000,000, (ii) be acceptable to the Trustee (which consent shall not be unreasonably withheld) and (iii) be willing to act as successor servicer of any Mortgage Loans under this Agreement, and shall have executed and delivered to the Depositor and the Trustee an agreement accepting such delegation and assignment, that contains an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of the Master Servicer (other than any liabilities of the Master Servicer hereof incurred prior to termination of the Master Servicer under Section 8.01 or as otherwise set forth herein), with like effect as if originally named as a party to this Agreement, provided that each Rating Agency shall have acknowledged in writing that its rating of the Certificates in effect immediately prior to such assignment and delegation will not be qualified or reduced as a result of such assignment and delegation. If the Trustee assumes the duties and responsibilities of the Master Servicer in accordance with this Section 8.02, the Trustee shall not resign as Master Servicer until a Successor Master Servicer has been appointed and has accepted such appointment. Pending appointment of a successor to the Master Servicer hereunder, the Trustee, unless the Trustee is prohibited by law from so acting, shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on Mortgage Loans or otherwise as it and such successor shall agree; provided that no such compensation unless agreed to by the Certificateholders shall be in excess of that permitted the Master Servicer hereunder. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Neither the Trustee nor any other Successor Master Servicer shall be deemed to be in default hereunder by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the failure of the Master Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. The costs and expenses of the Trustee in connection with the termination of the Master Servicer, appointment of a Successor Master Servicer and, if applicable, any transfer of servicing, including, without limitation, all costs and expenses associated with the complete transfer of all servicing data and the completion, correction or manipulation of such servicing data as may be required by the Trustee to correct any errors or insufficiencies in the servicing data or otherwise to enable the Trustee or the Successor Master Servicer to service the Mortgage Loans properly and effectively, to the extent not paid by the terminated Master Servicer, shall be payable to the Trustee pursuant to Section 9.05. Any successor to the Master Servicer as successor servicer under any Subservicing Agreement shall give notice to the applicable Mortgagors of such change of servicer and shall, during the term of its service as successor servicer maintain in force the policy or policies that the Master Servicer is required to maintain pursuant to Section 3.08.

Trustee to Act; Appointment of Successor. On and after the time the Master Servicer receives a notice of termination pursuant to Section 8.01 hereof 3.24 or Section 7.01, the Trustee shall automatically become shall, subject to and to the extent provided in Section 3.06, and subject to the rights of the Depositor to appoint a successor Servicer pursuant to this Section 7.02, be the successor to the Master Servicer with respect to in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and after a transition period (not to exceed 90 days), shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof; provided, however that, hereof and applicable law including the obligation to make P&I Advances or Servicing Advances pursuant to Article V hereof, the Trustee in its capacity as Successor Master Servicer shall be responsible for making any Advances required to be made by the Master Servicer immediately upon the termination of the Master Servicer and any such Advance shall be made on the Distribution Date on which such Advance was required to be made by the predecessor Master ServicerSection 4.01. Effective on the date of such notice of termination, as As compensation therefor, the Trustee shall be entitled to all compensation, reimbursement of expenses and indemnification funds relating to the Mortgage Loans that the Master Servicer would have been entitled to charge to the Collection Account if it the Servicer had continued to act hereunderhereunder including, providedif the Servicer was receiving the Servicing Fee, however, that the Trustee shall not be Servicing Fee and the income on investments or gain related to the Collection Account (i) liable in addition to income on investments or gain related to the Distribution Account for any acts or omissions the benefit of the Master Servicer, (ii) obligated to make Advances if it is prohibited from doing so under applicable law, (iii) responsible for expenses of the Master Servicer pursuant to Section 2.03 or (iv) obligated to deposit losses on any Permitted Investment directed by the Master ServicerTrustee). Notwithstanding the foregoing, if the Trustee has become the successor to the Servicer in accordance with this Section 7.02, the Trustee may, if it shall be unwilling to so act, or shall, if it is prohibited by applicable law from making P&I Advances and Servicing Advances pursuant to Article V Section 4.01 or if it is otherwise unable to so act, appoint, or petition a court of competent jurisdiction to appoint, any established mortgage loan servicing institution the appointment of which does not adversely affect the then current rating of the Certificates by each Rating Agency Agency, as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder. Any Successor Master successor to the Servicer shall (i) be an institution that which is a Fanxxx Xxe Fannie Mae and Frexxxx Xxc FHLMC approved seller/servicer in good standing, that has a net worth which hxx x xex xorth of at least $15,000,00030,000,000, (ii) be acceptable to the Trustee (which consent shall not be unreasonably withheld) and (iii) be is willing to act as successor servicer of any service the Mortgage Loans under this Agreement, and shall have executed which executes and delivered delivers to the Depositor and the Trustee an agreement accepting such delegation and assignment, that contains containing an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of the Master Servicer (other than any liabilities of the Master Servicer hereof under Section 6.03 incurred prior to termination of the Master Servicer under Section 8.01 or as otherwise set forth herein7.01), with like effect as if originally named as a party to this Agreement; provided, provided that each Rating Agency shall have acknowledged in writing acknowledges that its rating of the Certificates in effect immediately prior to such assignment and delegation will not be qualified or reduced reduced, as a result of such assignment and delegation. If the Trustee assumes the duties and responsibilities of the Master Servicer in accordance with this Section 8.02, the Trustee shall not resign as Master Servicer until a Successor Master Servicer has been appointed and has accepted such appointment. Pending appointment of a successor to the Master Servicer hereunder, the Trustee, unless the Trustee is prohibited by law from so acting, shall shall, subject to Section 3.05, act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on Mortgage Loans or otherwise as it it, the Depositor, and such successor shall agree; provided provided, however, that no such compensation unless agreed to by the Certificateholders shall be in excess of that permitted the Master Servicing Fee Rate and amounts paid to the Servicer hereunderfrom investments. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Neither the Trustee nor any other Successor Master Servicer successor servicer shall be deemed to be in default hereunder by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the failure of the Master Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. The costs and expenses of the Trustee in connection with the termination of the Master Servicer, appointment of a Successor Master Servicer and, if applicable, any transfer of servicing, including, without limitation, all costs and expenses associated with the complete transfer of all servicing data and the completion, correction or manipulation of such servicing data as may be required by the Trustee to correct any errors or insufficiencies in the servicing data or otherwise to enable the Trustee or the Successor Master Servicer to service the Mortgage Loans properly and effectively, to the extent not paid by the terminated Master Servicer, shall be payable to the Trustee pursuant to Section 9.05. Any successor to the Master Servicer as successor servicer under any Subservicing Agreement shall give notice to the applicable Mortgagors of such change of servicer servicer, in accordance with applicable federal and state law, and shall, during the term of its service as successor servicer servicer, maintain in force the policy or policies that the Master Servicer is required to maintain pursuant to Section 3.083.13. Notwithstanding anything to the contrary contained in this Agreement, the Depositor, as the owner of the Servicing Rights, shall have the right to appoint a successor to the Servicer upon termination of the servicing pursuant to Section 3.24 or Section 7.01. Any such successor Servicer shall be required to satisfy the requirements of a successor Servicer under this Section 7.02. In the event the Depositor sells the Servicing Rights to a successor Servicer, the Depositor shall retain all proceeds, net of expenses, incurred, in connection with such transaction.

Trustee to Act; Appointment of Successor. On and after the time the Master Servicer receives a notice of termination pursuant to Section 8.01 hereof 7.01 of this Agreement, the Trustee shall automatically become shall, subject to and to the extent provided herein, be the successor to the Master Servicer with respect to Servicer, but only in its capacity as servicer under this Agreement, and not in any other, and the transactions set forth or provided for herein and after a transition period (not to exceed 90 days), shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof; provided, however that, hereof and applicable law including the obligation to make Advances pursuant to Article V hereof, the Trustee in its capacity as Successor Master Servicer shall be responsible for making any Advances required to be made by the Master Servicer immediately upon the termination of the Master Servicer and any such Advance shall be made on the Distribution Date on which such Advance was required to be made by the predecessor Master ServicerSection 4.01. Effective on the date of such notice of termination, as As compensation therefor, the Trustee shall be entitled to all compensation, reimbursement of expenses and indemnification funds relating to the related Mortgage Loans that the Master Servicer would have been entitled to if it had continued charge to act hereundera Collection Account, provided, however, provided that the Trustee terminated Servicer shall not nonetheless be (ientitled to payment or reimbursement as provided in Section 3.08(a) liable for any acts to the extent that such payment or omissions reimbursement relates to the period prior to termination of the Master Servicer, (ii) obligated to make Advances if it is prohibited from doing so under applicable law, (iii) responsible for expenses of the Master Servicer pursuant to Section 2.03 or (iv) obligated to deposit losses on any Permitted Investment directed by the Master Servicer. Notwithstanding the foregoing, if the Trustee has become the successor to the Servicer in accordance with Section 7.01, the Trustee may, if it shall be unwilling to so act, or shall, if it is prohibited by applicable law from making Advances pursuant to Article V 4.01 hereof, or if it is otherwise unable to so act, appoint, or petition a court of competent jurisdiction to appoint, any established mortgage loan servicing institution the appointment of which does not adversely affect the then current rating of the Certificates by each Rating Agency Agency, as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder. Any Successor Master successor to the Servicer shall (i) be an institution that which is a Fanxxx Xxe FNMA and Frexxxx Xxc FHLMC approved seller/servicer in good standing, that which has a net worth of at least $15,000,00010,000,000, (ii) be acceptable to the Trustee (which consent shall not be unreasonably withheld) and (iii) be is willing to act as successor servicer of any service the related Mortgage Loans under this Agreement, and shall have executed which executes and delivered delivers to the Depositor and the Trustee an agreement accepting such delegation and assignment, that contains containing an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of the Master Servicer (other than any liabilities of the Master Servicer under Section 6.03 hereof incurred prior to termination of the Master Servicer under Section 8.01 or as otherwise set forth herein7.01 hereunder), with like effect as if originally named as a party to this Agreement, ; provided that each Rating Agency shall have acknowledged in writing acknowledges that its rating of the Certificates in effect immediately prior to such assignment and delegation will not be qualified or reduced as a result of such assignment and delegation. If the Trustee assumes the duties and responsibilities of the Master Servicer in accordance with this Section 8.02, the Trustee shall not resign as Master Servicer until a Successor Master Servicer has been appointed and has accepted such appointment. Pending appointment of a successor to the Master Servicer hereunder, the Trustee, unless the Trustee is prohibited by law from so acting, shall shall, subject to the limitations described herein, act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on the related Mortgage Loans or otherwise as it and such successor shall agree; provided provided, however, that no such compensation unless agreed to by the Certificateholders shall be in excess of that permitted the Master Servicer hereunderServicing Fee. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Neither the Trustee nor any other Successor Master Servicer successor servicer shall be deemed to be in default hereunder by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the failure of the Master Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. The costs and expenses of the Trustee in connection with the termination of the Master Servicer, appointment of a Successor Master Servicer and, if applicable, any transfer of servicing, including, without limitation, all costs and expenses associated with the complete transfer of all servicing data and the completion, correction or manipulation of such servicing data as may be required by the Trustee to correct any errors or insufficiencies in the servicing data or otherwise to enable the Trustee or the Successor Master Servicer to service the Mortgage Loans properly and effectively, to the extent not paid by the terminated Master Servicer, shall be payable to the Trustee pursuant to Section 9.05. Any successor to the Master a Servicer as successor servicer under any Subservicing Agreement shall give notice to the applicable Mortgagors of such change of servicer and shall, during the term of its service as successor servicer servicer, maintain in force the policy or policies that the Master Servicer is required to maintain pursuant to Section 3.08this Agreement.

Trustee to Act; Appointment of Successor. On and after the time the Master Servicer receives a notice of termination pursuant to Section 8.01 hereof the Trustee shall automatically become the successor to the Master Servicer with respect to the transactions set forth or provided for herein and after a transition period (not to exceed 90 days), shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof; provided, however that, pursuant to Article V hereof, the Trustee in its capacity as Successor successor Master Servicer shall be responsible for making any Advances required to be made by the Master Servicer immediately upon the termination of the Master Servicer and any such Advance shall be made on the Distribution Date on which such Advance was required to be made by the predecessor Master Servicer. Effective on the date of such notice of termination, as compensation therefor, the Trustee shall be entitled to all compensation, reimbursement of expenses and indemnification that the Master Servicer would have been entitled to if it had continued to act hereunder, provided, however, that the Trustee shall not be (i) liable for any acts or omissions of the Master Servicer, (ii) obligated to make Advances if it is prohibited from doing so under applicable law, (iii) responsible for expenses of the Master Servicer pursuant to Section 2.03 or (iv) obligated to deposit losses on any Permitted Investment directed by the Master Servicer. Notwithstanding the foregoing, the Trustee may, if it shall be unwilling to so act, or shall, if it is prohibited by applicable law from making Advances pursuant to Article V or if it is otherwise unable to so act, appoint, or petition a court of competent jurisdiction to appoint, any established mortgage loan servicing institution the appointment of which does not adversely affect the then current rating of the Certificates by each Rating Agency (determined without regard to the Class II-A-2 Policy) as the successor to the Master Servicer (with the prior written consent of the Certificate Insurer, which consent shall not be unreasonably withheld) hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder. Any Successor Master Servicer shall (i) be an institution that is a Fanxxx Xxe Xxxxxx Mae and Frexxxx Xxc Xxxxxxx Mac approved seller/servicer in good standing, that has a net worth of at least $15,000,000, (ii) be acceptable to the Trustee and the Certificate Insurer (which consent shall not be unreasonably withheld) and (iii) be willing to act as successor servicer of any Mortgage Loans under this Agreement, and shall have executed and delivered to the Depositor Depositor, the Trustee and the Trustee Certificate Insurer an agreement accepting such delegation and assignment, that contains an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of the Master Servicer (other than any liabilities of the Master Servicer hereof incurred prior to termination of the Master Servicer under Section 8.01 or as otherwise set forth herein), with like effect as if originally named as a party to this Agreement, provided that each Rating Agency shall have acknowledged in writing that its rating of the Certificates in effect immediately prior to such assignment and delegation (determined without regard to the Class II-A-2 Policy) will not be qualified or reduced as a result of such assignment and delegation. If the Trustee assumes the duties and responsibilities of the Master Servicer in accordance with this Section 8.02, the Trustee shall not resign as Master Servicer until a Successor Master Servicer has been appointed and has accepted such appointment. Pending appointment of a successor to the Master Servicer hereunder, the Trustee, unless the Trustee is prohibited by law from so acting, shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on Mortgage Loans or otherwise as it and such successor shall agree; provided that no such compensation unless agreed to by the Certificateholders shall be in excess of that permitted the Master Servicer hereunder. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Neither the Trustee nor any other Successor Master Servicer shall be deemed to be in default hereunder by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the failure of the Master Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. The costs and expenses of the Trustee in connection with the termination of the Master Servicer, appointment of a Successor Master Servicer and, if applicable, any transfer of servicing, including, without limitation, all costs and expenses associated with the complete transfer of all servicing data and the completion, correction or manipulation of such servicing data as may be required by the Trustee to correct any errors or insufficiencies in the servicing data or otherwise to enable the Trustee or the Successor Master Servicer to service the related Mortgage Loans properly and effectively, to the extent not paid by the terminated Master Servicer, shall be payable to the Trustee pursuant to Section 9.05. Any successor to the Master Servicer as successor servicer under any Subservicing Agreement shall give notice to the applicable Mortgagors of such change of servicer and shall, during the term of its service as successor servicer maintain in force the policy or policies that the Master Servicer is required to maintain pursuant to Section 3.08.

Trustee to Act; Appointment of Successor. On and after the time the Master Servicer receives a notice of termination pursuant to Section 8.01 hereof 7.01 hereof, the Trustee shall automatically become shall, subject to and to the extent provided in Section 3.04, be the successor to the Master Servicer with respect to in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and after a transition period (not to exceed 90 days), shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof; provided, however that, hereof and applicable law including the obligation to make Advances pursuant to Article V hereof, the Trustee in its capacity as Successor Master Servicer shall be responsible for making any Advances required to be made by the Master Servicer immediately upon the termination of the Master Servicer and any such Advance shall be made on the Distribution Date on which such Advance was required to be made by the predecessor Master ServicerSection 4.01. Effective on the date of such notice of termination, as As compensation therefor, the Trustee shall be entitled to all compensation, reimbursement of expenses and indemnification funds relating to the Loans that the Master Servicer would have been entitled to charge to the Certificate Account or Distribution Account if it the Servicer had continued to act hereunder, provided, however, that the Trustee shall not be (i) liable for any acts or omissions of the Master Servicer, (ii) obligated to make Advances if it is prohibited from doing so under applicable law, (iii) responsible for expenses of the Master Servicer pursuant to Section 2.03 or (iv) obligated to deposit losses on any Permitted Investment directed by the Master Servicer. Notwithstanding the foregoing, if the Trustee has become the successor to the Servicer in accordance with Section 7.01 hereof, the Trustee may, if it shall be unwilling to so act, or shall, if it is prohibited by applicable law from making Advances pursuant to Article V Section 4.01 hereof or if it is otherwise unable to so act, appoint, or petition a court of competent jurisdiction to appoint, any established mortgage loan servicing institution the appointment of which does not adversely affect the then current rating of the Certificates by each Rating Agency as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder. Any Successor Master successor to the Servicer shall (i) be reasonably acceptable to the Insurer and shall be an institution that which is a Fanxxx Xxe FNMA and Frexxxx Xxc FHLMC approved seller/servicer in good standing, that which has a net worth of at least $15,000,00010,000,000, (ii) be acceptable to the Trustee (and which consent shall not be unreasonably withheld) and (iii) be is willing to act as successor servicer of any Mortgage service the Loans under this Agreement, and shall have executed executes and delivered delivers to the Depositor and the Trustee an agreement accepting such delegation and assignment, that which contains an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of the Master Servicer (other than any liabilities of the Master Servicer under Section 6.03 hereof incurred prior to termination of the Master Servicer under Section 8.01 or as otherwise set forth herein7.01), with like effect as if originally named as a party to this Agreement, ; and provided further that each Rating Agency shall have acknowledged in writing acknowledges that its rating of the Certificates in effect immediately prior to such assignment and delegation will not be qualified or reduced as a result of such assignment and delegation. If delegation without taking the Trustee assumes the duties and responsibilities of the Master Servicer in accordance with this Section 8.02, the Trustee shall not resign as Master Servicer until a Successor Master Servicer has been appointed and has accepted such appointmentPolicy into account. Pending appointment of a successor to the Master Servicer hereunder, the Trustee, unless the Trustee is prohibited by law from so acting, shall shall, subject to Section 3.04 hereof, act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on Mortgage Loans or otherwise as it and such successor shall agree; provided provided, however, that no such compensation unless agreed to by the Certificateholders shall be in excess of that the Servicing Fee permitted the Master Servicer hereunder. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Neither the Trustee nor any other Successor Master Servicer successor servicer shall be deemed to be in default hereunder by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the failure of the Master Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. The costs and expenses of the Trustee in connection with the termination of the Master Servicer, appointment of a Successor Master Servicer and, if applicable, any transfer of servicing, including, without limitation, all costs and expenses associated with the complete transfer of all servicing data and the completion, correction or manipulation of such servicing data as may be required by the Trustee to correct any errors or insufficiencies in the servicing data or otherwise to enable the Trustee or the Successor Master Servicer to service the Mortgage Loans properly and effectively, to the extent not paid by the terminated Master Servicer, shall be payable to the Trustee pursuant to Section 9.05. Any successor to the Master Servicer as successor servicer under any Subservicing Agreement shall give notice to the applicable Mortgagors of such change of servicer and shall, during the term of its service as successor servicer maintain in force the policy or policies that the Master Servicer is required to maintain pursuant to Section 3.08servicer.

Trustee to Act; Appointment of Successor. On and after the time the Master Servicer receives a notice of termination pursuant to Section 8.01 hereof 7.01 of this Agreement, the Trustee shall automatically become shall, subject to and to the extent provided herein, be the successor to the Master Servicer with respect to Servicer, but only in its capacity as servicer under this Agreement, and not in any other, and the transactions set forth or provided for herein and after a transition period (not to exceed 90 days), shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof; provided, however that, hereof and applicable law including the obligation to make Advances pursuant to Article V hereof, the Trustee in its capacity as Successor Master Servicer shall be responsible for making any Advances required to be made by the Master Servicer immediately upon the termination of the Master Servicer and any such Advance shall be made on the Distribution Date on which such Advance was required to be made by the predecessor Master ServicerSection 4.01. Effective on the date of such notice of termination, as As compensation therefor, the Trustee shall be entitled to all compensation, reimbursement of expenses and indemnification funds relating to the related Mortgage Loans that the Master Servicer would have been entitled to if it had continued charge to act hereundera Collection Account, provided, however, provided that the Trustee terminated Servicer shall not nonetheless be (ientitled to payment or reimbursement as provided in Section 3.09(a) liable for any acts to the extent that such payment or omissions reimbursement relates to the period prior to termination of the Master Servicer, (ii) obligated to make Advances if it is prohibited from doing so under applicable law, (iii) responsible for expenses of the Master Servicer pursuant to Section 2.03 or (iv) obligated to deposit losses on any Permitted Investment directed by the Master Servicer. Notwithstanding the foregoing, if the Trustee has become the successor to the Servicer in accordance with Section 7.01, the Trustee may, if it shall be unwilling to so act, or shall, if it is prohibited by applicable law from making Advances pursuant to Article V 4.01 hereof, or if it is otherwise unable to so act, appoint, or petition a court of competent jurisdiction to appoint, any established mortgage loan servicing institution the appointment of which does not adversely affect the then current rating of the Certificates by each Rating Agency Agency, as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder. Any Successor Master successor to the Servicer shall (i) be an institution that which is a Fanxxx Xxe and Frexxxx Xxc FNMA or FHLMC approved seller/servicer in good standing, that which has a net worth of at least $15,000,00010,000,000, (ii) be acceptable to the Trustee (which consent shall not be unreasonably withheld) and (iii) be is willing to act as successor servicer of any service the related Mortgage Loans under this Agreement, and shall have executed which executes and delivered delivers to the Depositor and the Trustee an agreement accepting such delegation and assignment, that contains containing an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of the Master Servicer (other than any liabilities of the Master Servicer under Section 6.03 hereof incurred prior to termination of the Master Servicer under Section 8.01 or as otherwise set forth herein7.01 hereunder), with like effect as if originally named as a party to this Agreement, ; provided that each Rating Agency shall have acknowledged in writing acknowledges that its rating of the Certificates in effect immediately prior to such assignment and delegation will not be qualified or reduced as a result of such assignment and delegation. If the Trustee assumes the duties and responsibilities of the Master Servicer in accordance with this Section 8.02, the Trustee shall not resign as Master Servicer until a Successor Master Servicer has been appointed and has accepted such appointment. Pending appointment of a successor to the Master a Servicer hereunder, the Trustee, unless the Trustee is prohibited by law from so acting, shall shall, subject to the limitations described herein, act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on the related Mortgage Loans or otherwise as it and such successor shall agree; provided provided, however, that no such compensation unless agreed to by the Certificateholders shall be in excess of that permitted the Master Servicer hereunderServicing Fee. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Neither the Trustee nor any other Successor Master Servicer successor servicer shall be deemed to be in default hereunder by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the failure of the Master Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. The costs and expenses of the Trustee in connection with the termination of the Master Servicer, appointment of a Successor Master Servicer and, if applicable, any transfer of servicing, including, without limitation, all costs and expenses associated with the complete transfer of all servicing data and the completion, correction or manipulation of such servicing data as may be required by the Trustee to correct any errors or insufficiencies in the servicing data or otherwise to enable the Trustee or the Successor Master Servicer to service the Mortgage Loans properly and effectively, to the extent not paid by the terminated Master Servicer, shall be payable to the Trustee pursuant to Section 9.05. Any successor to the Master Servicer as successor servicer under any Subservicing Agreement shall give notice to the applicable Mortgagors of such change of servicer and shall, during the term of its service as successor servicer servicer, maintain in force the policy or policies that the Master Servicer is required to maintain pursuant to Section 3.08this Agreement.

Trustee to Act; Appointment of Successor. On and after the time the Master Servicer receives a notice of termination pursuant to Section 8.01 hereof 7.01, the Trustee shall automatically become shall, subject to and to the extent provided in Section 3.05, be the successor to the Master Servicer with respect to in its capacity as Master Servicer under this Agreement and the transactions set forth or provided for herein and after a transition period (not to exceed 90 days), shall be subject to all the responsibilities, duties and liabilities (other than any liabilities incurred by the Master Servicer prior to its termination hereunder) relating thereto placed on the Master Servicer by the terms hereof and provisions hereof; providedapplicable law, however that, including the obligation to make Advances pursuant to Article V hereof, the Trustee in its capacity as Successor Master Servicer shall be responsible for making any Advances required to be made by the Master Servicer immediately upon the termination of the Master Servicer and any such Advance shall be made on the Distribution Date on which such Advance was required to be made by the predecessor Master ServicerSection 4.01. Effective on the date of such notice of termination, as As compensation therefor, the Trustee shall be entitled to all compensation, reimbursement of expenses and indemnification funds relating to the Mortgage Loans that the Master Servicer would have been entitled to charge to the Certificate Account or Distribution Account if it the Master Servicer had continued to act hereunder, provided, however, that the Trustee shall not be (i) liable for any acts or omissions of the Master Servicer, (ii) obligated to make Advances if it is prohibited from doing so under applicable law, (iii) responsible for expenses of the Master Servicer pursuant to Section 2.03 or (iv) obligated to deposit losses on any Permitted Investment directed by the Master Servicer. Notwithstanding the foregoing, if the Trustee has become the successor to the Master Servicer in accordance with Section 7.01, the Trustee may, if it shall be unwilling to so act, or shall, if it is prohibited by applicable law from making Advances pursuant to Article V Section 4.01 or if it is otherwise unable to so act, appoint, or petition a court of competent jurisdiction to appoint, any established mortgage loan servicing institution reasonably acceptable to the NIM Insurer (as evidenced by the prior written consent of the NIM Insurer) the appointment of which does not adversely affect the then current rating of the Certificates and the NIM Insurer guaranteed notes by each Rating Agency Agency, as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities obligations of the Master Servicer hereunder. Any Successor successor to the Master Servicer shall (i) be an institution that is a Fanxxx Xxe FNMA and Frexxxx Xxc FHLMC approved seller/servicer in good standing, that has a net worth of at least $15,000,000, (ii) be acceptable to the Trustee (which consent shall not be unreasonably withheld) and (iii) be that is willing to act as successor servicer of any service the Mortgage Loans under this AgreementLoans, and shall have executed that executes and delivered delivers to the Depositor and the Trustee an agreement accepting such delegation and assignment, that contains containing an assumption by such Person it of the rights, powers, duties, responsibilities, rights and obligations and liabilities of the Master Servicer (other than any liabilities of the Master Servicer hereof under Section 6.03 incurred prior to before termination of the Master Servicer under Section 8.01 or as otherwise set forth herein7.01), with like effect as if originally named as a party to this Agreement, provided ; PROVIDED that each Rating Agency shall have acknowledged in writing acknowledges that its rating of the Certificates in effect immediately prior to such before the assignment and delegation will not be qualified or reduced reduced, as a result of such the assignment and delegation. If the Trustee assumes the duties and responsibilities of the Master Servicer in accordance with this Section 8.02, the Trustee shall not resign as Master Servicer until a Successor Master Servicer has been appointed and has accepted such appointment. Pending appointment of a successor to the Master Servicer hereunder, the Trustee, unless the Trustee is prohibited by law from so acting, shall shall, subject to Section 3.05, act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such the successor out of payments on Mortgage Loans or otherwise as it and such the successor shall agree; provided that no . No such compensation unless agreed to by the Certificateholders shall be in excess of that permitted exceed the Master Servicer hereunderServicing Fee Rate. The Trustee and such the successor shall take such any action, consistent with this Agreement, as shall be necessary to effectuate any such the succession. Neither the Trustee nor any other Successor successor Master Servicer shall be deemed to be in default hereunder by reason because of any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the failure of the Master Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents documents, or records to it. The costs and expenses appointment of a successor Master Servicer shall not affect any liability of the predecessor Master Servicer that my have arisen under this Agreement before its termination as Master Servicer to pay any deductible under an insurance policy, to indemnify any person, or otherwise, nor shall any successor Master Servicer be liable for any acts or omissions of the predecessor Master Servicer or for any breach by the Master Servicer of any of its representations and warranties contained in this Agreement. In connection with the termination or resignation of the Master Servicer hereunder, either (i) the successor Master Servicer, including the Trustee if the Trustee is acting as successor Master Servicer, shall represent and warrant that it is a member of MERS in good standing and shall agree to comply in all material respects with the rules and procedures of MERS in connection with the termination servicing of the Master ServicerMortgage Loans that are registered with MERS, appointment of a Successor or (ii) the predecessor Master Servicer and, if applicable, any transfer of servicing, including, without limitation, all costs and expenses associated shall cooperate with the complete successor Master Servicer either (x) in causing MERS to execute and deliver an assignment of Mortgage in recordable form to transfer of all servicing data the Mortgage from MERS to the Trustee and the completionto execute and deliver such other notices, correction or manipulation of such servicing data documents and other instruments as may be required by necessary or desirable to effect a transfer of such Mortgage Loan or servicing of such Mortgage Loan on the Trustee MERS(R) System to correct the successor Master Servicer or (y) in causing MERS to designate on the MERS(R) System the successor Master Servicer as the servicer of such Mortgage Loan. The predecessor Master Servicer shall file or cause to be filed any errors or insufficiencies such assignment in the servicing data or otherwise to enable the Trustee or the Successor appropriate recording office. The successor Master Servicer shall cause such assignment to service the Mortgage Loans properly and effectively, to the extent not paid by the terminated Master Servicer, shall be payable delivered to the Trustee pursuant to Section 9.05promptly upon receipt of the original with evidence of recording thereon or a copy certified by the public recording office in which such assignment was recorded. Any successor to the Master Servicer as successor servicer under any Subservicing Agreement Master Servicer shall give notice to the applicable NIM Insurer and the Mortgagors of such the change of servicer and shall, during the term of its service as successor servicer Master Servicer, maintain in force the policy or policies that the Master Servicer is required to maintain pursuant to Section 3.086.05.

Trustee to Act; Appointment of Successor. On and after the time the Master Servicer receives a notice of termination pursuant to Section 8.01 9.01 hereof the Trustee shall automatically become the successor to the Master Servicer with respect to the transactions set forth or provided for herein and after a transition period (not to exceed 90 days), shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof; provided, however that, pursuant to Article V VI hereof, the Trustee in its capacity as Successor successor Master Servicer shall be responsible for making any Advances required to be made by the Master Servicer immediately upon the termination of the Master Servicer and any such Advance shall be made on the Distribution Date on which such Advance was required to be made by the predecessor Master Servicer. Effective on the date of such notice of termination, as compensation therefor, the Trustee shall be entitled to all compensation, reimbursement of expenses and indemnification indemnifications that the Master Servicer would have been entitled to if it had continued to act hereunder, provided, however, that the Trustee shall not be (i) liable for any acts or omissions of the Master Servicer, (ii) obligated to make Advances if it is prohibited from doing so under applicable law, (iii) responsible for expenses of the Master Servicer pursuant to Section 2.03 or (iv) obligated to deposit losses on any Permitted Investment directed by the Master Servicer. Notwithstanding the foregoing, the Trustee may, if it shall be unwilling to so act, or shall, if it is prohibited by applicable law from making Advances pursuant to Article V VI or if it is otherwise unable to so act, appoint, or petition a court of competent jurisdiction to appoint, any established mortgage loan servicing institution the appointment of which does not adversely affect the then current rating of the Certificates by each Rating Agency as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder. Any Successor Master Servicer shall (i) be an institution that is a Fanxxx Xxe Xxxxxx Xxx and Frexxxx Xxc Xxxxxxx Mac approved seller/servicer in good standing, that has a net worth of at least $15,000,000, 15,000,000 and (ii) be acceptable to the Trustee (which consent shall not be unreasonably withheld) and (iii) be willing to act as successor servicer of any Mortgage Loans under this AgreementAgreement or the related Servicing Agreement with respect to which the Company or the original Servicer has been terminated as servicer, and shall have executed and delivered to the Depositor and the Trustee an agreement accepting such delegation and assignment, that contains an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of the Master Servicer (other than any liabilities of the Master Servicer hereof incurred prior to termination of the Master Servicer under Section 8.01 9.01 or as otherwise set forth herein), with like effect as if originally named as a party to this Agreement, provided that each Rating Agency shall have acknowledged in writing that its rating of the Certificates in effect immediately prior to such assignment and delegation will not be qualified or reduced as a result of such assignment and delegation. If the Trustee assumes the duties and responsibilities of the Master Servicer in accordance with this Section 8.029.02, the Trustee shall not resign as Master Servicer until a Successor Master Servicer has been appointed and has accepted such appointment. Pending appointment of a successor to the Master Servicer hereunder, the Trustee, unless the Trustee is prohibited by law from so acting, shall shall, subject to Section 4.04 hereof, act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on Mortgage Loans or otherwise as it and such successor shall agree; provided that no such compensation unless agreed to by the Certificateholders shall be in excess of that permitted the Master Servicer hereunder. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Neither the Trustee nor any other Successor Master Servicer shall be deemed to be in default hereunder by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the failure of the Master Servicer and the Securities Administrator to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. The costs and expenses of the Trustee in connection with the termination of the Master Servicer, appointment of a Successor Master Servicer and, if applicable, any transfer of servicing, including, without limitation, all costs and expenses associated with the complete transfer of all servicing data and the completion, correction or manipulation of such servicing data as may be required by the Trustee to correct any errors or insufficiencies in the servicing data or otherwise to enable the Trustee or the Successor Master Servicer to service the related Mortgage Loans properly and effectively, to the extent not paid by the terminated Master Servicer, shall be payable to the Trustee pursuant to Section 9.0510.05. Any successor to the Master Servicer as successor servicer under any Subservicing Agreement shall give notice to the applicable Mortgagors of such change of servicer and shall, during the term of its service as successor servicer maintain in force the policy or policies that the Master Servicer is required to maintain pursuant to Section 3.084.04.

Trustee to Act; Appointment of Successor. On and after the time the Master Servicer receives a notice of termination pursuant to Section 8.01 hereof 7.01, the Trustee shall automatically become shall, subject to and to the extent provided in Section 3.05, be the successor to the Master Servicer with respect to in its capacity as Servicer under this Agreement and the transactions set forth or provided for herein and after a transition period (not to exceed 90 days), shall be subject to all the responsibilities, duties and liabilities (other than any liabilities incurred by the Servicer prior to its termination hereunder) relating thereto placed on the Master Servicer by the terms hereof and provisions hereof; providedapplicable law, however that, including the obligation to make Advances pursuant to Article V hereof, the Trustee in its capacity as Successor Master Servicer shall be responsible for making any Advances required to be made by the Master Servicer immediately upon the termination of the Master Servicer and any such Advance shall be made on the Distribution Date on which such Advance was required to be made by the predecessor Master ServicerSection 4.01. Effective on the date of such notice of termination, as As compensation therefor, the Trustee shall be entitled to all compensation, reimbursement of expenses and indemnification funds relating to the Mortgage Loans that the Master Servicer would have been entitled to charge to the Certificate Account or Distribution Account if it the Servicer had continued to act hereunder, provided, however, that the Trustee shall not be (i) liable for any acts or omissions of the Master Servicer, (ii) obligated to make Advances if it is prohibited from doing so under applicable law, (iii) responsible for expenses of the Master Servicer pursuant to Section 2.03 or (iv) obligated to deposit losses on any Permitted Investment directed by the Master Servicer. Notwithstanding the foregoing, if the Trustee has become the successor to the Servicer in accordance with Section 7.01, the Trustee may, if it shall be unwilling to so act, or shall, if it is prohibited by applicable law from making Advances pursuant to Article V Section 4.01 or if it is otherwise unable to so act, appoint, or petition a court of competent jurisdiction to appoint, any established mortgage loan servicing institution reasonably acceptable to the Depositor, the appointment of which does not adversely affect the then current rating of the Certificates by each Rating Agency (without regard to the Policy), as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities obligations of the Master Servicer hereunder. Any Successor Master successor to the Servicer shall (i) be an institution that is a Fanxxx Xxe FNMA and Frexxxx Xxc FHLMC approved seller/servicer in good standing, that has a net worth of at least $15,000,000, (ii) be acceptable to the Trustee (which consent shall not be unreasonably withheld) and (iii) be that is willing to act as successor servicer of any service the Mortgage Loans under this Agreement, and shall have executed that executes and delivered delivers to the Depositor and the Trustee an agreement accepting such delegation and assignment, that contains containing an assumption by such Person it of the rights, powers, duties, responsibilities, rights and obligations and liabilities of the Master Servicer (other than any liabilities of the Master Servicer hereof under Section 6.03 incurred prior to before termination of the Master Servicer under Section 8.01 or as otherwise set forth herein7.01), with like effect as if originally named as a party to this Agreement; provided, provided that each Rating Agency shall have acknowledged in writing acknowledges that its rating of the Certificates (without regard to the Policy) in effect immediately prior to such before the assignment and delegation will not be qualified or reduced as a result of such the assignment and delegation. If the Trustee assumes the duties and responsibilities of the Master Servicer in accordance with this Section 8.02, the Trustee shall not resign as Master Servicer until a Successor Master Servicer has been appointed and has accepted such appointment. Pending appointment of a successor to the Master Servicer hereunder, the Trustee, unless the Trustee is prohibited by law from so acting, shall shall, subject to Section 3.05, act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such the successor out of payments on Mortgage Loans or otherwise as it and such the successor shall agree; provided that no . No such compensation unless agreed to by shall exceed the Certificateholders shall be in excess of that permitted the Master Servicer hereunderServicing Fee Rate. The Trustee and such the successor shall take such any action, consistent with this Agreement, as shall be necessary to effectuate any such the succession. Neither the Trustee nor any other Successor Master successor Servicer shall be deemed to be in default hereunder by reason because of any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the failure of the Master Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. The costs and expenses appointment of a successor Servicer shall not affect any liability of the predecessor Servicer that my have arisen under this Agreement before its termination as Servicer to pay any deductible under an insurance policy, to indemnify any person, or otherwise, nor shall any successor Servicer be liable for any acts or omissions of the predecessor Servicer or for any breach by the Servicer of any of its representations and warranties contained in this Agreement. In connection with the termination or resignation of the Servicer hereunder, either (i) the successor Servicer, including the Trustee if the Trustee is acting as successor Servicer, shall represent and warrant that it is a member of MERS in good standing and shall agree to comply in all material respects with the rules and procedures of MERS in connection with the termination servicing of the Master ServicerMortgage Loans that are registered with MERS, appointment of a Successor Master or (ii) the predecessor Servicer and, if applicable, any transfer of servicing, including, without limitation, all costs and expenses associated shall cooperate with the complete successor Servicer either (x) in causing MERS to execute and deliver an assignment of Mortgage in recordable form to transfer of all servicing data the Mortgage from MERS to the Trustee and the completionto execute and deliver such other notices, correction or manipulation of such servicing data documents and other instruments as may be required by necessary or desirable to effect a transfer of such Mortgage Loan or servicing of such Mortgage Loan on the Trustee MERS® System to correct the successor Servicer or (y) in causing MERS to designate on the MERS® System the successor Servicer as the servicer of such Mortgage Loan. The predecessor Servicer shall file or cause to be filed any errors or insufficiencies such assignment in the servicing data or otherwise appropriate recording office. The successor Servicer shall cause such assignment to enable the Trustee or the Successor Master Servicer to service the Mortgage Loans properly and effectively, to the extent not paid by the terminated Master Servicer, shall be payable delivered to the Trustee pursuant promptly upon receipt of the original with evidence of recording thereon or a copy certified by the public recording office in which such assignment was recorded. Each of the Certificate Insurer and the Pool Insurer must consent to Section 9.05any successor servicer. Any successor to the Master Servicer as successor servicer under any Subservicing Agreement Servicer shall give notice to of the applicable Mortgagors of such change of servicer to the Seller and Certificate Insurer and the Mortgagors and shall, during the term of its service as successor servicer Servicer, maintain in force the policy or policies that the Master Servicer is required to maintain pursuant to Section 3.086.05.

Trustee to Act; Appointment of Successor. On and after the time the Master Servicer receives a notice of termination pursuant to Section 8.01 9.01 hereof the Trustee shall automatically become the successor to the Master Servicer with respect to the transactions set forth or provided for herein and after a transition period (not to exceed 90 days), shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof; provided, however that, pursuant to Article V VI hereof, the Trustee in its capacity as Successor successor Master Servicer shall be responsible for making any Advances required to be made by the Master Servicer immediately upon the termination of the Master Servicer and any such Advance shall be made on the Distribution Date on which such Advance was required to be made by the predecessor Master Servicer. Effective on the date of such notice of termination, as compensation therefor, the Trustee shall be entitled to all compensation, reimbursement of expenses and indemnification indemnifications that the Master Servicer would have been entitled to if it had continued to act hereunder, provided, however, that the Trustee shall not be (i) liable for any acts or omissions of the Master Servicer, (ii) obligated to make Advances if it is prohibited from doing so under applicable law, (iii) responsible for expenses of the Master Servicer pursuant to Section 2.03 or (iv) obligated to deposit losses on any Permitted Investment directed by the Master Servicer. Notwithstanding the foregoing, the Trustee may, if it shall be unwilling to so act, or shall, if it is prohibited by applicable law from making Advances pursuant to Article V VI or if it is otherwise unable to so act, appoint, or petition a court of competent jurisdiction to appoint, any established mortgage loan servicing institution the appointment of which does not adversely affect the then current rating of the Certificates by each Rating Agency as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder. Any Successor Master Servicer shall (i) be an institution that is a Fanxxx Xxe Fannie Mae and Frexxxx Xxc Freddie Mac approved seller/servicer in good standing, that has a xxxx xax x net worth of at least $15,000,000, 15,000,000 and (ii) be acceptable to the Trustee (which consent shall not be unreasonably withheld) and (iii) be willing to act as successor servicer of any Mortgage Loans under this AgreementAgreement or the related Servicing Agreement with respect to which the Company or the original Servicer has been terminated as servicer, and shall have executed and delivered to the Depositor and the Trustee an agreement accepting such delegation and assignment, that contains an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of the Master Servicer (other than any liabilities of the Master Servicer hereof incurred prior to termination of the Master Servicer under Section 8.01 9.01 or as otherwise set forth herein), with like effect as if originally named as a party to this Agreement, provided that each Rating Agency shall have acknowledged in writing that its rating of the Certificates in effect immediately prior to such assignment and delegation will not be qualified or reduced as a result of such assignment and delegation. If the Trustee assumes the duties and responsibilities of the Master Servicer in accordance with this Section 8.029.02, the Trustee shall not resign as Master Servicer until a Successor Master Servicer has been appointed and has accepted such appointment. Pending appointment of a successor to the Master Servicer hereunder, the Trustee, unless the Trustee is prohibited by law from so acting, shall shall, subject to Section 4.04 hereof, act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on Mortgage Loans or otherwise as it and such successor shall agree; provided that no such compensation unless agreed to by the Certificateholders shall be in excess of that permitted the Master Servicer hereunder. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Neither the Trustee nor any other Successor Master Servicer shall be deemed to be in default hereunder by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the failure of the Master Servicer and the Securities Administrator to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. The costs and expenses of the Trustee in connection with the termination of the Master Servicer, appointment of a Successor Master Servicer and, if applicable, any transfer of servicing, including, without limitation, all costs and expenses associated with the complete transfer of all servicing data and the completion, correction or manipulation of such servicing data as may be required by the Trustee to correct any errors or insufficiencies in the servicing data or otherwise to enable the Trustee or the Successor Master Servicer to service the related Mortgage Loans properly and effectively, to the extent not paid by the terminated Master Servicer, shall be payable to the Trustee pursuant to Section 9.0510.05. Any successor to the Master Servicer as successor servicer under any Subservicing Agreement shall give notice to the applicable Mortgagors of such change of servicer and shall, during the term of its service as successor servicer maintain in force the policy or policies that the Master Servicer is required to maintain pursuant to Section 3.084.04.

Trustee to Act; Appointment of Successor. On and after the time the Master Servicer receives a notice of termination pursuant to Section 8.01 hereof 7.01, the Trustee shall automatically become shall, subject to and to the extent provided in Section 3.05, be the successor to the Master Servicer with respect to in its capacity as Master Servicer under this Agreement and the transactions set forth or provided for herein and after a transition period (not to exceed 90 days), shall be subject to all the responsibilities, duties and liabilities (other than any liabilities incurred by the Master Servicer prior to its termination hereunder) relating thereto placed on the Master Servicer by the terms hereof and provisions hereof; providedapplicable law, however that, including the obligation to make Advances pursuant to Article V hereof, the Trustee in its capacity as Successor Master Servicer shall be responsible for making any Advances required to be made by the Master Servicer immediately upon the termination of the Master Servicer and any such Advance shall be made on the Distribution Date on which such Advance was required to be made by the predecessor Master ServicerSection 4.01. Effective on the date of such notice of termination, as As compensation therefor, the Trustee shall be entitled to all compensation, reimbursement of expenses and indemnification funds relating to the Mortgage Loans that the Master Servicer would have been entitled to charge to the Certificate Account or Distribution Account if it the Master Servicer had continued to act hereunder, provided, however, that the Trustee shall not be (i) liable for any acts or omissions of the Master Servicer, (ii) obligated to make Advances if it is prohibited from doing so under applicable law, (iii) responsible for expenses of the Master Servicer pursuant to Section 2.03 or (iv) obligated to deposit losses on any Permitted Investment directed by the Master Servicer. Notwithstanding the foregoing, if the Trustee has become the successor to the Master Servicer in accordance with Section 7.01, the Trustee may, if it shall be unwilling to so act, or shall, if it is prohibited by applicable law from making Advances pursuant to Article V Section 4.01 or if it is otherwise unable to so act, appoint, or petition a court of competent jurisdiction to appoint, any established mortgage loan servicing institution reasonably acceptable to the NIM Insurer (as evidenced by the prior written consent of the NIM Insurer), the appointment of which does not adversely affect the then current rating of the Certificates and the NIM Insurer guaranteed notes by each Rating Agency Agency, as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities obligations of the Master Servicer hereunder. Any Successor successor to the Master Servicer shall (i) be an institution that is a Fanxxx Xxe FNMA and Frexxxx Xxc FHLMC approved seller/servicer in good standing, that has a net worth of at least $15,000,000, (ii) be acceptable to the Trustee (which consent shall not be unreasonably withheld) and (iii) be that is willing to act as successor servicer of any service the Mortgage Loans under this Agreement, and shall have executed that executes and delivered delivers to the Depositor and the Trustee an agreement accepting such delegation and assignment, that contains containing an assumption by such Person it of the rights, powers, duties, responsibilities, rights and obligations and liabilities of the Master Servicer (other than any liabilities of the Master Servicer hereof under Section 6.03 incurred prior to before termination of the Master Servicer under Section 8.01 or as otherwise set forth herein7.01), with like effect as if originally named as a party to this Agreement; provided, provided that each Rating Agency shall have acknowledged in writing acknowledges that its rating of the Certificates in effect immediately prior to such before the assignment and delegation will not be qualified or reduced as a result of such the assignment and delegation. If the Trustee assumes the duties and responsibilities of the Master Servicer in accordance with this Section 8.02, the Trustee shall not resign as Master Servicer until a Successor Master Servicer has been appointed and has accepted such appointment. Pending appointment of a successor to the Master Servicer hereunder, the Trustee, unless the Trustee is prohibited by law from so acting, shall shall, subject to Section 3.05, act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such the successor out of payments on Mortgage Loans or otherwise as it and such the successor shall agree; provided that no . No such compensation unless agreed to by the Certificateholders shall be in excess of that permitted exceed the Master Servicer hereunderServicing Fee Rate. The Trustee and such the successor shall take such any action, consistent with this Agreement, as shall be necessary to effectuate any such the succession. Neither the Trustee nor any other Successor successor Master Servicer shall be deemed to be in default hereunder by reason because of any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the failure of the Master Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. The costs and expenses appointment of a successor Master Servicer shall not affect any liability of the predecessor Master Servicer that my have arisen under this Agreement before its termination as Master Servicer to pay any deductible under an insurance policy, to indemnify any person, or otherwise, nor shall any successor Master Servicer be liable for any acts or omissions of the predecessor Master Servicer or for any breach by the Master Servicer of any of its representations and warranties contained in this Agreement. In connection with the termination or resignation of the Master Servicer hereunder, either (i) the successor Master Servicer, including the Trustee if the Trustee is acting as successor Master Servicer, shall represent and warrant that it is a member of MERS in good standing and shall agree to comply in all material respects with the rules and procedures of MERS in connection with the termination servicing of the Master ServicerMortgage Loans that are registered with MERS, appointment of a Successor or (ii) the predecessor Master Servicer and, if applicable, any transfer of servicing, including, without limitation, all costs and expenses associated shall cooperate with the complete successor Master Servicer either (x) in causing MERS to execute and deliver an assignment of Mortgage in recordable form to transfer of all servicing data the Mortgage from MERS to the Trustee and the completionto execute and deliver such other notices, correction or manipulation of such servicing data documents and other instruments as may be required by necessary or desirable to effect a transfer of such Mortgage Loan or servicing of such Mortgage Loan on the Trustee MERS(R) System to correct the successor Master Servicer or (y) in causing MERS to designate on the MERS(R) System the successor Master Servicer as the servicer of such Mortgage Loan. The predecessor Master Servicer shall file or cause to be filed any errors or insufficiencies such assignment in the servicing data or otherwise to enable the Trustee or the Successor appropriate recording office. The successor Master Servicer shall cause such assignment to service the Mortgage Loans properly and effectively, to the extent not paid by the terminated Master Servicer, shall be payable delivered to the Trustee pursuant to Section 9.05promptly upon receipt of the original with evidence of recording thereon or a copy certified by the public recording office in which such assignment was recorded. Any successor to the Master Servicer as successor servicer under any Subservicing Agreement Master Servicer shall give notice to of the applicable Mortgagors of such change of servicer to the NIM Insurer and the Mortgagors and shall, during the term of its service as successor servicer Master Servicer, maintain in force the policy or policies that the Master Servicer is required to maintain pursuant to Section 3.086.05.

Trustee to Act; Appointment of Successor. On and after the time the Master Servicer receives a notice of termination pursuant to Section 8.01 hereof the Trustee shall automatically become the successor to the Master Servicer with respect to the transactions set forth or provided for herein and after a transition period (not to exceed 90 days), shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof; provided, however that, pursuant to Article V hereof, the Trustee in its capacity as Successor successor Master Servicer shall be responsible for making any Advances required to be made by the Master Servicer immediately upon the termination of the Master Servicer and any such Advance shall be made on the Distribution Date on which such Advance was required to be made by the predecessor Master Servicer. Effective on the date of such notice of termination, as compensation therefor, the Trustee shall be entitled to all compensation, reimbursement of expenses and indemnification that the Master Servicer would have been entitled to if it had continued to act hereunder, ; provided, however, that the Trustee shall not be (i) liable for any acts or omissions of the Master Servicer, (ii) obligated to make Advances if it is prohibited from doing so under applicable law, (iii) responsible for expenses of the Master Servicer pursuant to Section 2.03 or (iv) obligated to deposit losses on any Permitted Investment directed by the Master Servicer. Notwithstanding the foregoing, the Trustee may, if it shall be unwilling to so act, or shall, if it is prohibited by applicable law from making Advances pursuant to Article V or if it is otherwise unable to so act, appoint, or petition a court of competent jurisdiction to appoint, any established mortgage loan servicing institution the appointment of which does not adversely affect the then current rating of the Certificates by each Rating Agency as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder. Any Successor Master Servicer shall (i) be an institution that is a Fanxxx Xxe Xxxxxx Mae and Frexxxx Xxc Xxxxxxx Mac approved seller/servicer in good standing, that has a net worth of at least $15,000,000, (ii) be acceptable to the Trustee (which consent shall not be unreasonably withheld) and (iii) be willing to act as successor servicer of any Mortgage Loans under this Agreement, and shall have executed and delivered to the Depositor and the Trustee an agreement accepting such delegation and assignment, that contains an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of the Master Servicer (other than any liabilities of the Master Servicer hereof incurred prior to termination of the Master Servicer under Section 8.01 or as otherwise set forth herein), with like effect as if originally named as a party to this Agreement, provided that each Rating Agency shall have acknowledged in writing that its rating of the Certificates in effect immediately prior to such assignment and delegation will not be qualified or reduced as a result of such assignment and delegation. If the Trustee assumes the duties and responsibilities of the Master Servicer in accordance with this Section 8.02, the Trustee shall not resign as Master Servicer until a Successor Master Servicer has been appointed and has accepted such appointment. Pending appointment of a successor to the Master Servicer hereunder, the Trustee, unless the Trustee is prohibited by law from so acting, shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on Mortgage Loans or otherwise as it and such successor shall agree; provided that no such compensation unless agreed to by the Certificateholders shall be in excess of that permitted the Master Servicer hereunder. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Neither the Trustee nor any other Successor Master Servicer shall be deemed to be in default hereunder by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the failure of the Master Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. The costs and expenses of the Trustee in connection with the termination of the Master Servicer, appointment of a Successor Master Servicer and, if applicable, any transfer of servicing, including, without limitation, all costs and expenses associated with the complete transfer of all servicing data and the completion, correction or manipulation of such servicing data as may be required by the Trustee to correct any errors or insufficiencies in the servicing data or otherwise to enable the Trustee or the Successor Master Servicer to service the Mortgage Loans properly and effectively, to the extent not paid by the terminated Master Servicer, shall be payable to the Trustee pursuant to Section 9.05. Any successor to the Master Servicer as successor servicer under any Subservicing Agreement shall give notice to the applicable Mortgagors of such change of servicer and shall, during the term of its service as successor servicer maintain in force the policy or policies that the Master Servicer is required to maintain pursuant to Section 3.08.

Trustee to Act; Appointment of Successor. On and after the time the Master Servicer receives a notice of termination pursuant to Section 8.01 hereof 3.24 or Section 7.01, the Trustee shall automatically become shall, subject to and to the extent provided in Section 3.06, be the successor to the Master Servicer with respect to in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and after a transition period (not to exceed 90 days), shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof; provided, however that, hereof and applicable law including the obligation to make P&I Advances or Servicing Advances pursuant to Article V hereof, the Trustee in its capacity as Successor Master Servicer shall be responsible for making any Advances required to be made by the Master Servicer immediately upon the termination of the Master Servicer and any such Advance shall be made on the Distribution Date on which such Advance was required to be made by the predecessor Master ServicerSection 4.01. Effective on the date of such notice of termination, as As compensation therefor, the Trustee shall be entitled to all compensation, reimbursement of expenses and indemnification funds relating to the Mortgage Loans that the Master Servicer would have been entitled to charge to the Collection Account if it the Servicer had continued to act hereunderhereunder including, providedif the Servicer was receiving the Servicing Fee, however, that the Trustee shall not be Servicing Fee and the income on investments or gain related to the Collection Account (i) liable in addition to income on investments or gain related to the Distribution Account for any acts or omissions the benefit of the Master Servicer, (ii) obligated to make Advances if it is prohibited from doing so under applicable law, (iii) responsible for expenses of the Master Servicer pursuant to Section 2.03 or (iv) obligated to deposit losses on any Permitted Investment directed by the Master ServicerTrustee). Notwithstanding the foregoing, if the Trustee has become the successor to the Servicer in accordance with this Section 7.02, the Trustee may, if it shall be unwilling to so act, or shall, if it is prohibited by applicable law from making P&I Advances and Servicing Advances pursuant to Article V Section 4.01 or if it is otherwise unable to so actact or if the Class A Certificate Insurer (or, if a Class A Certificate Insurer Default exists, the Holders of 51% of the Voting Rights) so requests, appoint, or petition a court of competent jurisdiction to appoint, any established mortgage loan servicing institution the appointment of which (i) is acceptable to the Class A Certificate Insurer and (ii) does not adversely affect the then current rating of the Certificates by each Rating Agency Agency, as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder. Any Successor Master successor to the Servicer shall (i) be an institution that which is a Fanxxx Xxe Fannie Mae- and Frexxxx Xxc Freddie Mac-approved seller/servicer in good standingstandxxx, that xhxxx has a net worth xxx xxrth of at least $15,000,00030,000,000, (ii) be acceptable which is willing to service the Mortgage Loans and which executes and delivers to the Depositor, the Trustee (which consent shall not be unreasonably withheld) and (iii) be willing to act as successor servicer of any Mortgage Loans under this Agreement, and shall have executed and delivered to the Depositor and the Trustee Class A Certificate Insurer an agreement accepting such delegation and assignment, that contains containing an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of the Master Servicer (other than any liabilities of the Master Servicer hereof under Section 6.03 incurred prior to termination of the Master Servicer under Section 8.01 or as otherwise set forth herein7.01), with like effect as if originally named as a party to this Agreement; provided, provided that each Rating Agency shall have acknowledged in writing acknowledges that its rating of the Certificates (without taking into account the Class A Certificate Insurance Policy) in effect immediately prior to such assignment and delegation will not be qualified or reduced reduced, as a result of such assignment and delegation. If the Trustee assumes the duties and responsibilities of the Master Servicer in accordance with this Section 8.02, the Trustee shall not resign as Master Servicer until a Successor Master Servicer has been appointed and has accepted such appointment. Pending appointment of a successor to the Master Servicer hereunder, the Trustee, unless the Trustee is prohibited by law from so acting, shall shall, subject to Section 3.05, act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on Mortgage Loans or otherwise as it it, the Depositor, the Class A Certificate Insurer, and such successor shall agree; provided provided, however, that no such compensation unless agreed to by the Certificateholders shall be in excess of that permitted the Master Servicing Fee Rate and amounts paid to the Servicer hereunderfrom investments. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Neither the Trustee nor any other Successor Master successor to the Servicer shall be deemed to be in default hereunder by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the failure of the Master Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. The costs and expenses of the Trustee in connection with the termination of the Master Servicer, appointment of a Successor Master Servicer and, if applicable, any transfer of servicing, including, without limitation, all costs and expenses associated with the complete transfer of all servicing data and the completion, correction or manipulation of such servicing data as may be required by the Trustee to correct any errors or insufficiencies in the servicing data or otherwise to enable the Trustee or the Successor Master Servicer to service the Mortgage Loans properly and effectively, to the extent not paid by the terminated Master Servicer, shall be payable to the Trustee pursuant to Section 9.05. Any successor to the Master Servicer as successor servicer under any Subservicing Agreement shall give notice to the applicable Mortgagors of such change of servicer Servicer, in accordance with applicable federal and state law, and shall, during the term of its service as successor servicer Servicer, maintain in force the policy or policies that the Master Servicer is required to maintain pursuant to Section 3.083.13.

Trustee to Act; Appointment of Successor. On and after the time the Master Servicer receives a notice of termination pursuant to Section 8.01 9.01 hereof the Trustee shall automatically become the successor to the Master Servicer with respect to the transactions set forth or provided for herein and after a transition period (not to exceed 90 days), shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof; providedhereof and applicable law including, however thatif applicable, the obligation to make Advances pursuant to Article V hereof, the Trustee in its capacity VI except as Successor Master Servicer shall be responsible for making any Advances required to be made by the Master Servicer immediately upon the termination of the Master Servicer and any such Advance shall be made on the Distribution Date on which such Advance was required to be made by the predecessor Master Servicerotherwise provided herein. Effective on the date of such notice of termination, as compensation therefor, the Trustee shall be entitled to all compensationfees, reimbursement of costs and expenses and indemnification relating to the Mortgage Loans that the Master Servicer would have been entitled to if it had continued to act hereunder, provided, however, that the Trustee shall not be (i) liable for any acts or omissions of the Master Servicer, (ii) obligated to make Advances if it is prohibited from doing so under applicable law, (iii) responsible for expenses of the Master Servicer pursuant to Section 2.03 or (iv) obligated to deposit losses on any Permitted Investment directed by the Master Servicer. Notwithstanding the foregoing, the Trustee may, if it shall be unwilling to so act, or shall, if it is prohibited by applicable law from making Advances pursuant to Article V VI or if it is otherwise unable to so act, appoint, or petition a court of competent jurisdiction to appoint, any established mortgage loan servicing institution the appointment of which does not adversely affect the then current rating of the Certificates by each Rating Agency (determined without regard to the Class A-5 Policy) as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder. Any Successor Master Servicer shall (i) be an institution that is a Fanxxx Xxe Fannie Mae and Frexxxx Fredxxx Xxc approved sellerapprovex xxxxxr/servicer in good standing, that has a net worth of at least $15,000,000, 15,000,000 and (ii) be acceptable to the Trustee (which consent shall not be unreasonably withheld) and (iii) be willing to act as successor servicer of any Mortgage Loans under this AgreementAgreement or any Servicing Agreement with respect to which the Company or the original Servicer has been terminated as servicer, and shall have executed and delivered to the Depositor and the Trustee an agreement accepting such delegation and assignment, that contains an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of the Master Servicer (other than any liabilities of the Master Servicer hereof incurred prior to termination of the Master Servicer under Section 8.01 9.01 or as otherwise set forth herein), with like effect as if originally named as a party to this Agreement, provided that each Rating Agency shall have acknowledged in writing that its rating of the Certificates in effect immediately prior to such assignment and delegation (determined without regard to the Class A-5 Policy) will not be qualified or reduced as a result of such assignment and delegation. If the Trustee assumes the duties and responsibilities of the Master Servicer in accordance with this Section 8.029.02, the Trustee shall not resign as Master Servicer until a Successor Master Servicer has been appointed and has accepted such appointment. Pending appointment of a successor to the Master Servicer hereunder, the Trustee, unless the Trustee is prohibited by law from so acting, shall shall, subject to Section 4.04 hereof, act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on Mortgage Loans or otherwise as it and such successor shall agree; provided that no such compensation unless agreed to by the Certificateholders shall be in excess of that permitted the Master Servicer hereunder. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Neither the Trustee nor any other Successor Master Servicer shall be deemed to be in default hereunder by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the failure of the Master Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. The costs and expenses of the Trustee in connection with the termination of the Master Servicer, appointment of a Successor Master Servicer and, if applicable, any transfer of servicing, including, without limitation, all costs and expenses associated with the complete transfer of all servicing data and the completion, correction or manipulation of such servicing data as may be required by the Trustee to correct any errors or insufficiencies in the servicing data or otherwise to enable the Trustee or the Successor Master Servicer to service the related Mortgage Loans properly and effectively, to the extent not paid by the terminated Master Servicer, shall be payable to the Trustee pursuant to Section 9.0510.05. Any successor to the Master Servicer as successor servicer under any Subservicing Agreement shall give notice to the applicable Mortgagors of such change of servicer and shall, during the term of its service as successor servicer maintain in force the policy or policies that the Master Servicer is required to maintain pursuant to Section 3.084.04.

Trustee to Act; Appointment of Successor. On and after the time the Master Servicer receives a notice of termination pursuant to Section 8.01 hereof 7(a) or FSA fails to deliver the Extension Notice contemplated in Section 7(e), the Trustee shall automatically become shall, subject to and to the extent provided in Section 3(f), unless an alternative Master Servicer designated by FSA (after consultation with the Trustee) has been appointed, be the successor to the Master Servicer with respect to in its capacity as master servicer under this Agreement and the transactions set forth or provided for herein and after a transition period (not to exceed 90 days), shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Master Servicer by the terms and provisions hereofhereof and applicable law including the obligation to make Monthly Advances pursuant to Section 4; provided, however thathowever, pursuant to Article V hereof, the Trustee in its capacity as Successor Master Servicer shall be responsible for making any Advances required to be made that it is understood and acknowledged by the Master Servicer immediately upon parties that there will be a period of transition (not to exceed sixty (60) days) before the termination of the Master Servicer and any such Advance shall be made on the Distribution Date on which such Advance was required to be made by the predecessor Master Servicerservicing transfer is fully effected. Effective on the date of such notice of termination, as As compensation therefor, the Trustee or other successor Master Servicer shall be entitled to all compensation, reimbursement of expenses and indemnification funds relating to the Mortgage Loans that the Master Servicer would have been entitled to hereunder if it the Master Servicer had continued to act hereunder, provided, however, that the Trustee shall not be (i) liable for hereunder and any acts or omissions of the Master Servicer, (ii) obligated additional amounts agreed to make Advances if it is prohibited from doing so under applicable law, (iii) responsible for expenses of the Master Servicer pursuant to Section 2.03 or (iv) obligated to deposit losses on any Permitted Investment directed by the Master ServicerFSA. Notwithstanding the foregoing, if the Trustee has become the successor to the Master Servicer in accordance with Section 7(a), the Trustee may, if it shall be unwilling to so act, or shall, if it is prohibited by applicable law from making Monthly Advances pursuant to Article V Section 4 or if it is otherwise unable to so act, appoint, or petition a court of competent jurisdiction to appoint, any established mortgage loan servicing institution acceptable to FSA the appointment of which does not adversely affect the then current rating of the Certificates Notes (without regard to the FSA Policy) by each Rating Agency as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder. Any Successor successor to the Master Servicer shall (i) be an institution that which is a Fanxxx Xxe FNMA and Frexxxx Xxc FHLMC approved seller/servicer in good standing, that which has a net worth of at least $15,000,000, (ii) be acceptable which is willing to master service the Mortgage Loans and which executes and delivers to the Trustee (which consent shall not be unreasonably withheld) and (iii) be willing to act as successor servicer of any Mortgage Loans under this Agreement, and shall have executed and delivered to the Depositor Issuer and the Trustee an agreement accepting such delegation and assignment, that contains containing an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of the Master Servicer (other than any liabilities of the Master Servicer hereof under Section 6(e) incurred prior to termination of the Master Servicer under Section 8.01 or as otherwise set forth herein7(a)), with like effect as if originally named as a party to this Agreement, ; provided that each Rating Agency shall have acknowledged in writing acknowledges that its rating of the Certificates Notes (without regard to the existence of the FSA Policy) in effect immediately prior to such assignment and delegation will not be qualified or reduced as a result of such assignment and delegation. If the Trustee assumes the duties and responsibilities of the Master Servicer in accordance with this Section 8.02, the Trustee shall not resign as Master Servicer until a Successor Master Servicer has been appointed and has accepted such appointment. Pending appointment of a successor to the Master Servicer hereunder, the Trustee, unless the Trustee is prohibited by law from so acting, shall shall, subject to Section 3(f), act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee FSA may make such arrangements for the compensation of such successor out of payments earnings on Mortgage Loans or otherwise the accounts as it and such successor shall agree; provided that no such compensation unless agreed to by the Certificateholders shall be in excess of that permitted the Master Servicer hereunder. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Neither the Trustee nor any other Successor successor Master Servicer shall be deemed to be in default hereunder by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the failure of the preceding Master Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. The Master Servicer shall pay the expenses of transferring the Trustee Mortgage Files in connection with the transfer of servicing from the Master Servicer to a successor Master Servicer (whether or not the Trustee is the successor Master Servicer). Notwithstanding anything in this Agreement to the contrary, the Trustee shall be entitled to be reimbursed by the Issuer (as provided in Section 8.02(d) of the Indenture) and AmREIT for all other costs and expenses of incurred by the Trustee in connection with or associated with the termination transfer of servicing from the Master Servicer, appointment of Servicer to a Successor successor Master Servicer and, if applicable, any transfer of servicing(whether or not the Trustee is the successor Master Servicer), including, without limitation, all any costs and or expenses associated with the complete transfer of all servicing data and the completion, correction or and/or manipulation of such servicing data as may be required by the Trustee to correct any errors or insufficiencies in the servicing data provided by the Master Servicer or as otherwise may be required to enable the Trustee or the Successor successor Master Servicer (including the Trustee) to service the Mortgage Loans properly and effectively, to effectively in accordance with the extent not paid by the terminated Master Servicer, shall be payable to the Trustee pursuant to Section 9.05provisions of this Agreement. Any successor to the Master Servicer as successor master servicer under any Subservicing Agreement shall give notice to the applicable Mortgagors Subservicers of such change of master servicer and shall, during the term of its service as successor servicer master servicer, maintain in force the policy or policies that the Master Servicer is required to maintain pursuant to Section 3.083(l).

Trustee to Act; Appointment of Successor. On and after the time the Master Servicer receives a notice of termination pursuant to Section 8.01 hereof 7.01 hereof, the Trustee shall automatically become shall, subject to and to the extent provided in Section 3.04, be the successor to the Master Servicer with respect to in its capacity as master servicer under this Agreement and the transactions set forth or provided for herein and after a transition period (not to exceed 90 days), shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof; provided, however that, hereof and applicable law including the obligation to make Advances pursuant to Article V hereof, the Trustee in its capacity as Successor Master Servicer shall be responsible for making any Advances required to be made by the Master Servicer immediately upon the termination of the Master Servicer and any such Advance shall be made on the Distribution Date on which such Advance was required to be made by the predecessor Master ServicerSection 4.01. Effective on the date of such notice of termination, as As compensation therefor, the Trustee shall be entitled to all compensation, reimbursement of expenses and indemnification funds relating to the Mortgage Loans that the Master Servicer would have been entitled to charge to the Certificate Account or Distribution Account if it the Master Servicer had continued to act hereunder, provided, however, that the Trustee shall not be (i) liable for any acts or omissions of the Master Servicer, (ii) obligated to make Advances if it is prohibited from doing so under applicable law, (iii) responsible for expenses of the Master Servicer pursuant to Section 2.03 or (iv) obligated to deposit losses on any Permitted Investment directed by the Master Servicer. Notwithstanding the foregoing, if the Trustee has become the successor to the Master Servicer in accordance with Section 7.01 hereof, the Trustee may, if it shall be unwilling to so act, or shall, if it is prohibited by applicable law from making Advances pursuant to Article V Section 4.01 hereof or if it is otherwise unable to so act, appoint, or petition a court of competent jurisdiction to appoint, any established mortgage loan servicing institution the appointment of which does not adversely affect the then current rating of the Certificates by each Rating Agency as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder. Any Successor successor to the Master Servicer shall (i) be an institution that which is a Fanxxx Xxe FNMA and Frexxxx Xxc FHLMC approved seller/servicer in good standing, that which has a net worth of at least $15,000,000, (ii) be acceptable to the Trustee (and which consent shall not be unreasonably withheld) and (iii) be is willing to act as successor servicer of any service the Mortgage Loans under this Agreement, and shall have executed executes and delivered delivers to the Depositor and the Trustee an agreement accepting such delegation and assignment, that which contains an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of the Master Servicer (other than any liabilities of the Master Servicer under Section 6.03 hereof incurred prior to termination of the Master Servicer under Section 8.01 or as otherwise set forth herein7.01), with like effect as if originally named as a party to this Agreement, ; and provided further that each Rating Agency shall have acknowledged in writing acknowledges that its rating of the Certificates in effect immediately prior to such assignment and delegation will not be qualified or reduced as a result of such assignment and delegation. If the Trustee assumes the duties and responsibilities of the Master Servicer in accordance with this Section 8.02, the Trustee shall not resign as Master Servicer until a Successor Master Servicer has been appointed and has accepted such appointment. Pending appointment of a successor to the Master Servicer hereunder, the Trustee, unless the Trustee is prohibited by law from so acting, shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on Mortgage Loans or otherwise as it and such successor shall agree; provided that no such compensation unless agreed to by the Certificateholders shall be in excess of that permitted the Master Servicer hereunder. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Neither the Trustee nor any other Successor Master Servicer shall be deemed to be in default hereunder by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the failure of the Master Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. The costs and expenses of the Trustee in connection with the termination of the Master Servicer, appointment of a Successor Master Servicer and, if applicable, any transfer of servicing, including, without limitation, all costs and expenses associated with the complete transfer of all servicing data and the completion, correction or manipulation of such servicing data as may be required by the Trustee to correct any errors or insufficiencies in the servicing data or otherwise to enable the Trustee or the Successor Master Servicer to service the Mortgage Loans properly and effectively, to the extent not paid by the terminated Master Servicer, shall be payable to the Trustee pursuant to Section 9.05. Any successor to the Master Servicer as successor servicer under any Subservicing Agreement shall give notice to the applicable Mortgagors of such change of servicer and shall, during the term of its service as successor servicer maintain in force the policy or policies that the Master Servicer is required to maintain pursuant to Section 3.08.successor

Trustee to Act; Appointment of Successor. On and after the time the Master Servicer receives a notice of termination pursuant to Section 8.01 hereof 7.01 hereof, the Trustee shall automatically become shall, to the extent provided in Section 3.04, be the successor to the Master Servicer with respect to in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and after a transition period (not to exceed 90 days), shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof; provided, however that, hereof and applicable law including the obligation to make advances pursuant to Article V hereof, the Trustee in its capacity as Successor Master Servicer shall be responsible for making any Advances required to be made by the Master Servicer immediately upon the termination of the Master Servicer and any such Advance shall be made on the Distribution Date on which such Advance was required to be made by the predecessor Master ServicerSection 4.01. Effective on the date of such notice of termination, as As compensation therefor, the Trustee shall be entitled to all compensationfees, reimbursement of costs and expenses and indemnification relating to the Mortgage Loans that the Master Servicer would have been entitled to if it the Master Servicer had continued to act hereunder, provided, however, that the Trustee shall not be (i) liable for any acts or omissions of the Master Servicer, (ii) obligated to make Advances if it is prohibited from doing so under applicable law, (iii) responsible for expenses of the Master Servicer pursuant to Section 2.03 or (iv) obligated to deposit losses on any Permitted Investment directed by the Master Servicer. Notwithstanding the foregoing, if the Trustee has become the 121 successor to the Master Servicer in accordance with Section 7.01 hereof, the Trustee may, if it shall be unwilling to so act, or shall, if it is prohibited by applicable law from making Advances pursuant to Article V Section 4.01 hereof or if it is otherwise unable to so act, appoint(i) appoint any established mortgage loan servicing institution reasonably acceptable to the NIM Insurer (as evidenced by the prior written consent of the NIM Insurer), or (ii) if it is unable for 60 days to appoint a successor servicer reasonably acceptable to the NIM Insurer, petition a court of competent jurisdiction to appoint, appoint any established mortgage loan servicing institution institution, the appointment of which does not adversely affect the then then-current rating of the Certificates (without regard to the Certificate Insurance Policy, in the case of the Class A Certificates) and the NIM Insurer guaranteed notes (without giving any effect to any policy or guaranty provided by the NIM Insurer) by each Rating Agency as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder. Any Successor successor Master Servicer shall (i) be an institution that is a Fanxxx Xxe Fannie Mae and Frexxxx Xxc approved sellerFreddie Mac approvxx xxxler/servicer in servixxx xx good standing, that has a net worth of at least $15,000,000, (ii) be acceptable to the Trustee (which consent shall not be unreasonably withheld) 15,000,000 and (iii) be that is willing to act as successor servicer of any service the Mortgage Loans under this Agreement, and shall have executed executes and delivered delivers to the Depositor and the Trustee an agreement accepting such delegation and assignment, that contains an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of the Master Servicer (other than any liabilities and indemnities of the Master Servicer under Section 6.03 hereof incurred prior to termination of the Master Servicer under Section 8.01 or as otherwise set forth herein7.01), with like effect as if originally named as a party to this Agreement, ; and provided further that each Rating Agency shall have acknowledged in writing acknowledges that its rating of the Certificates in effect immediately prior to such assignment and delegation will not be qualified or reduced as a result of such assignment and delegationdelegation (without regard to the Certificate Insurance Policy, in the case of the Class A Certificates). If the Trustee assumes the duties and responsibilities No appointment of a successor to the Master Servicer in accordance with hereunder shall be effective until (i) the Trustee shall have consented thereto, (ii) written notice of such proposed appointment shall have been provided by the Trustee to each Certificateholder and the Certificate Insurer and (iii) at least 15 calendar days prior to the effective date of such appointment, (x) the Trustee shall provide written notice to the Depositor of such successor pursuant to this Section 8.027.02 and (y) such successor Master Servicer shall provide to the Depositor in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a replacement master servicer. The Trustee shall not resign as Master Servicer servicer until a Successor Master Servicer successor servicer has been appointed and has accepted such appointment. Pending appointment of a successor to the Master Servicer hereunder, the Trustee, unless the Trustee is prohibited by law from so acting, shall shall, subject to Section 3.04 hereof, act in such capacity as hereinabove herein above provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on Mortgage Loans or otherwise as it and such successor shall agree; provided that no such compensation unless agreed to by the Certificateholders shall be in excess of that permitted the Master Servicer hereunder. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Neither the Trustee nor any other Successor Master Servicer successor servicer shall be deemed to be in default hereunder by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the failure of the Master Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. The costs and expenses of the Trustee in connection with the termination of the Master Servicer, appointment of a Successor Master Servicer and, if applicable, any transfer of servicing, including, without limitation, all costs and expenses associated with the complete transfer of all servicing data and the completion, correction or manipulation of such servicing data as may be required by the Trustee to correct any errors or insufficiencies in the servicing data or otherwise to enable the Trustee or the Successor Master Servicer to service the Mortgage Loans properly and effectively, to the extent not paid by the terminated Master Servicer, shall be payable to the Trustee pursuant to Section 9.05. Any successor to the Master Servicer as successor servicer under any Subservicing Agreement shall give notice to the applicable Mortgagors of such change of servicer and shall, during the term of its service as successor servicer maintain in force the policy or policies that the Master Servicer is required to maintain pursuant to Section 3.08.

Trustee to Act; Appointment of Successor. On and after the time the Master Servicer receives a notice of termination pursuant to Section 8.01 9.01 hereof the Trustee shall automatically become the successor to the Master Servicer with respect to the transactions set forth or provided for herein and after a transition period (not to exceed 90 days), shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof; provided, however that, pursuant to Article V VI hereof, the Trustee in its capacity as Successor successor Master Servicer shall be responsible for making any Advances required to be made by the Master Servicer immediately upon the termination of the Master Servicer and any such Advance shall be made on the Distribution Date on which such Advance was required to be made by the predecessor Master Servicer. Effective on the date of such notice of termination, as compensation therefor, the Trustee shall be entitled to all compensation, reimbursement of expenses and indemnification indemnifications that the Master Servicer would have been entitled to if it had continued to act hereunder, provided, however, that the Trustee shall not be (i) liable for any acts or omissions of the Master Servicer, (ii) obligated to make Advances if it is prohibited from doing so under applicable law, (iii) responsible for expenses of the Master Servicer pursuant to Section 2.03 or (iv) obligated to deposit losses on any Permitted Investment directed by the Master Servicer. Notwithstanding the foregoing, the Trustee may, if it shall be unwilling to so act, or shall, if it is prohibited by applicable law from making Advances pursuant to Article V VI or if it is otherwise unable to so act, appoint, or petition a court of competent jurisdiction to appoint, any established mortgage loan servicing institution the appointment of which does not adversely affect the then current rating of the Certificates by each Rating Agency as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder. Any Successor Master Servicer shall (i) be an institution that is a Fanxxx Xxe Fannie Mae and Frexxxx Fredxxx Xxc approved sellerapprovex xxxxxr/servicer in good standing, that has a net worth of at least $15,000,000, 15,000,000 and (ii) be acceptable to the Trustee (which consent shall not be unreasonably withheld) and (iii) be willing to act as successor servicer of any Mortgage Loans under this AgreementAgreement or the related Servicing Agreement with respect to which the Company or the original Servicer has been terminated as servicer, and shall have executed and delivered to the Depositor and the Trustee an agreement accepting such delegation and assignment, that contains an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of the Master Servicer (other than any liabilities of the Master Servicer hereof incurred prior to termination of the Master Servicer under Section 8.01 9.01 or as otherwise set forth herein), with like effect as if originally named as a party to this Agreement, provided that each Rating Agency shall have acknowledged in writing that its rating of the Certificates in effect immediately prior to such assignment and delegation will not be qualified or reduced as a result of such assignment and delegation. If the Trustee assumes the duties and responsibilities of the Master Servicer in accordance with this Section 8.029.02, the Trustee shall not resign as Master Servicer until a Successor Master Servicer has been appointed and has accepted such appointment. Pending appointment of a successor to the Master Servicer hereunder, the Trustee, unless the Trustee is prohibited by law from so acting, shall shall, subject to Section 4.04 hereof, act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on Mortgage Loans or otherwise as it and such successor shall agree; provided that no such compensation unless agreed to by the Certificateholders shall be in excess of that permitted the Master Servicer hereunder. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Neither the Trustee nor any other Successor Master Servicer shall be deemed to be in default hereunder by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the failure of the Master Servicer and the Securities Administrator to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. The costs and expenses of the Trustee in connection with the termination of the Master Servicer, appointment of a Successor Master Servicer and, if applicable, any transfer of servicing, including, without limitation, all costs and expenses associated with the complete transfer of all servicing data and the completion, correction or manipulation of such servicing data as may be required by the Trustee to correct any errors or insufficiencies in the servicing data or otherwise to enable the Trustee or the Successor Master Servicer to service the related Mortgage Loans properly and effectively, to the extent not paid by the terminated Master Servicer, shall be payable to the Trustee pursuant to Section 9.0510.05. Any successor to the Master Servicer as successor servicer under any Subservicing Agreement shall give notice to the applicable Mortgagors of such change of servicer and shall, during the term of its service as successor servicer maintain in force the policy or policies that the Master Servicer is required to maintain pursuant to Section 3.084.04.

Trustee to Act; Appointment of Successor. On and after the time the Master Servicer receives a notice of termination pursuant to Section 8.01 hereof the Trustee shall automatically become the successor to the Master Servicer with respect to the transactions set forth or provided for herein and after a transition period (not to exceed 90 days), shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof; providedhereof and applicable law including, however thatif applicable, the obligation to make Advances pursuant to Article V hereofSection 5.01 and payments of Compensating Interest pursuant to Section 5.02, the Trustee in its capacity except as Successor Master Servicer shall be responsible for making any Advances required to be made by the Master Servicer immediately upon the termination of the Master Servicer and any such Advance shall be made on the Distribution Date on which such Advance was required to be made by the predecessor Master Servicerotherwise provided herein. Effective on the date of such notice of termination, as compensation therefor, the Trustee shall be entitled to all compensationfees, reimbursement of costs and expenses and indemnification relating to the Mortgage Loans that the Master Servicer would have been entitled to if it had continued to act hereunder, provided, however, that the Trustee shall not be (i) liable for any losses pursuant to Section 3.10 or as a result of any acts or omissions of the Master Servicer, (ii) obligated to make Advances if it is prohibited from doing so under applicable law, (iii) obligated to effectuate any repurchases or substitutions of Mortgage Loans hereunder, including pursuant to Section 2.02 or 2.03 hereof, (iv) responsible for expenses of the Master Servicer pursuant to Section Sections 2.03 and 3.14, or (ivv) obligated deemed to deposit losses on have made any Permitted Investment directed by the Master Servicerrepresentations and warranties hereunder, including pursuant to Section 2.03. Notwithstanding the foregoing, the Trustee may, if it shall be unwilling to so act, or shall, if it is prohibited by applicable law from making Advances pursuant to Article V Section 5.01, or if it is otherwise unable to so act, appoint, or petition a court of competent jurisdiction to appoint, any established mortgage loan servicing institution the appointment of which does not adversely affect the then current rating of the Certificates by each Rating Agency as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder. Any Successor Master Servicer shall (i) be an institution that is a Fanxxx Xxe Fannie Mae and Frexxxx Xxc Freddie Mac approved seller/servicer in good standingstandinx, that xxxt has a net worth nxx xxxxh of at least $15,000,000, (ii) be acceptable to the Trustee (which consent shall not be unreasonably withheld) and (iii) be willing to act as successor servicer of any Mortgage Loans under this Agreement, and shall have executed and delivered to the Depositor and the Trustee an agreement accepting such delegation and assignment, that contains an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of the Master Servicer (other than any liabilities of the Master Servicer hereof incurred prior to termination of the Master Servicer under Section 8.01 or as otherwise set forth herein), with like effect as if originally named as a party to this Agreement, provided that each Rating Agency shall have acknowledged in writing that its rating of the Certificates in effect immediately prior to such assignment and delegation will not be qualified or reduced as a result of such assignment and delegation. If the Trustee assumes the duties and responsibilities of the Master Servicer in accordance with this Section 8.02, the Trustee shall not resign as Master Servicer until a Successor Master Servicer has been appointed and has accepted such appointment. Pending appointment of a successor to the Master Servicer hereunder, the Trustee, unless the Trustee is prohibited by law from so acting, shall shall, subject to Section 3.04 hereof, act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on Mortgage Loans or otherwise as it and such successor shall agree; provided that no such compensation unless agreed to by the Certificateholders shall be in excess of that permitted the Master Servicer hereunder. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Neither the Trustee nor any other Successor Master Servicer shall be deemed to be in default hereunder by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the failure of the Master Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. The costs and expenses of the Trustee in connection with the termination of the Master Servicer, appointment of a Successor Master Servicer and, if applicable, any transfer of servicing, including, without limitation, all costs and expenses associated with the complete transfer of all servicing data and the completion, correction or manipulation of such servicing data as may be required by the Trustee to correct any errors or insufficiencies in the servicing data or otherwise to enable the Trustee or the Successor Master Servicer to service the related Mortgage Loans properly and effectively, to the extent not paid by the terminated Master Servicer, shall be payable to the Trustee pursuant to Section 9.05. Any successor to the Successor Master Servicer as successor servicer under any Subservicing Agreement shall give notice to the applicable Mortgagors of such change of servicer and shall, during the term of its service as successor servicer Successor Master Servicer maintain in force the policy or policies that the Master Servicer is required to maintain pursuant to Section 3.087.05.

Trustee to Act; Appointment of Successor. On and after the time the Master Servicer receives a notice of termination pursuant to Section 8.01 hereof 7.01 hereof, the Trustee shall automatically become shall, subject to and to the extent provided in Section 3.04, be the successor to the Master Servicer with respect to in its capacity as master servicer under this Agreement and the transactions set forth or provided for herein and after a transition period (not to exceed 90 days), shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof; provided, however that, hereof and applicable law including the obligation to make Advances pursuant to Article V hereof, the Trustee in its capacity as Successor Master Servicer shall be responsible for making any Advances required to be made by the Master Servicer immediately upon the termination of the Master Servicer and any such Advance shall be made on the Distribution Date on which such Advance was required to be made by the predecessor Master ServicerSection 4.01. Effective on the date of such notice of termination, as As compensation VII-2 92 therefor, the Trustee shall be entitled to all compensation, reimbursement of expenses and indemnification funds relating to the Mortgage Loans that the Master Servicer would have been entitled to charge to the Certificate Account or Distribution Account if it the Master Servicer had continued to act hereunder, provided, however, that the Trustee shall not be (i) liable for any acts or omissions of the Master Servicer, (ii) obligated to make Advances if it is prohibited from doing so under applicable law, (iii) responsible for expenses of the Master Servicer pursuant to Section 2.03 or (iv) obligated to deposit losses on any Permitted Investment directed by the Master Servicer. Notwithstanding the foregoing, if the Trustee has become the successor to the Master Servicer in accordance with Section 7.01 hereof, the Trustee may, if it shall be unwilling to so act, or shall, if it is prohibited by applicable law from making Advances pursuant to Article V Section 4.01 hereof or if it is otherwise unable to so act, appoint, or petition a court of competent jurisdiction to appoint, any established mortgage loan servicing institution the appointment of which does not adversely affect the then current rating of the Certificates by each Rating Agency as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder. Any Successor successor to the Master Servicer shall (i) be an institution that which is a Fanxxx Xxe FNMA and Frexxxx Xxc FHLMC approved seller/servicer in good standing, that which has a net worth of at least $15,000,000, (ii) be acceptable to the Trustee (and which consent shall not be unreasonably withheld) and (iii) be is willing to act as successor servicer of any service the Mortgage Loans under this Agreement, and shall have executed executes and delivered delivers to the Depositor and the Trustee an agreement accepting such delegation and assignment, that which contains an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of the Master Servicer (other than any liabilities of the Master Servicer under Section 6.03 hereof incurred prior to termination of the Master Servicer under Section 8.01 or as otherwise set forth herein7.01), with like effect as if originally named as a party to this Agreement, ; and provided further that each Rating Agency shall have acknowledged in writing acknowledges that its rating of the Certificates in effect immediately prior to such assignment and delegation will not be qualified or reduced as a result of such assignment and delegation. If the Trustee assumes the duties and responsibilities of the Master Servicer in accordance with this Section 8.02, the Trustee shall not resign as Master Servicer until a Successor Master Servicer has been appointed and has accepted such appointment. Pending appointment of a successor to the Master Servicer hereunder, the Trustee, unless the Trustee is prohibited by law from so acting, shall shall, subject to Section 3.04 hereof, act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on Mortgage Loans or otherwise as it and such successor shall agree; provided provided, however, that no such compensation unless agreed to by the Certificateholders shall be in excess of that the Master Servicing Fee permitted the Master Servicer hereunder. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Neither the Trustee nor any other Successor Master Servicer successor master servicer shall be deemed to be in default hereunder by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the failure of the Master Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. The costs and expenses of the Trustee in connection with the termination of the Master Servicer, appointment of a Successor Master Servicer and, if applicable, any transfer of servicing, including, without limitation, all costs and expenses associated with the complete transfer of all servicing data and the completion, correction or manipulation of such servicing data as may be required by the Trustee to correct any errors or insufficiencies in the servicing data or otherwise to enable the Trustee or the Successor Master Servicer to service the Mortgage Loans properly and effectively, to the extent not paid by the terminated Master Servicer, shall be payable to the Trustee pursuant to Section 9.05. Any successor to the Master Servicer as successor master servicer under any Subservicing Agreement shall give notice to the applicable Mortgagors of such change of servicer and shall, during the term of its service as successor master servicer maintain in force the policy or policies that the Master Servicer is required to maintain pursuant to Section 3.086.05.

Trustee to Act; Appointment of Successor. On and after the time the Master Servicer receives a notice of termination pursuant to Section 8.01 hereof 7.01 hereof, the Trustee shall automatically become shall, to the extent provided in Section 3.04, be the successor to the Master Servicer with respect to in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and after a transition period (not to exceed 90 days), shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof; provided, however that, hereof and applicable law including the obligation to make advances pursuant to Article V hereof, the Trustee in its capacity as Successor Master Servicer shall be responsible for making any Advances required to be made by the Master Servicer immediately upon the termination of the Master Servicer and any such Advance shall be made on the Distribution Date on which such Advance was required to be made by the predecessor Master ServicerSection 4.01. Effective on the date of such notice of termination, as As compensation therefor, the Trustee shall be entitled to all compensationfees, reimbursement of costs and expenses and indemnification relating to the Mortgage Loans that the Master Servicer would have been entitled to if it the Master Servicer had continued to act hereunder, provided, however, that the Trustee shall not be (i) liable for any acts or omissions of the Master Servicer, (ii) obligated to make Advances if it is prohibited from doing so under applicable law, (iii) responsible for expenses of the Master Servicer pursuant to Section 2.03 or (iv) obligated to deposit losses on any Permitted Investment directed by the Master Servicer. Notwithstanding the foregoing, if the Trustee has become the successor to the Master Servicer in accordance with Section 7.01 hereof, the Trustee may, if it shall be unwilling to so act, or shall, if it is prohibited by applicable law from making Advances pursuant to Article V Section 4.01 hereof or if it is otherwise unable to so act, appoint(i) appoint any established mortgage loan servicing institution reasonably acceptable to the NIM Insurer (as evidenced by the prior written consent of the NIM Insurer), or (ii) if it is unable for 60 days to appoint a successor servicer reasonably acceptable to the NIM Insurer, petition a court of competent jurisdiction to appoint, appoint any established mortgage loan servicing institution institution, the appointment of which does not adversely affect the then then-current rating of the Certificates (without regard to the Class 1-AF Policy, in the case of the Class 1-AF Certificates) and the NIM Insurer guaranteed notes (without giving any effect to any policy or guaranty provided by the NIM Insurer) by each Rating Agency as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder. Any Successor successor Master Servicer shall (i) be an institution that is a Fanxxx Xxe Xxxxxx Mae and Frexxxx Xxc Xxxxxxx Mac approved seller/servicer in good standing, that has been approved by the Pool Insurer if required, that has a net worth of at least $15,000,000, (ii) be acceptable to the Trustee (which consent shall not be unreasonably withheld) 15,000,000 and (iii) be that is willing to act as successor servicer of any service the Mortgage Loans under this Agreement, and shall have executed executes and delivered delivers to the Depositor and the Trustee an agreement accepting such delegation and assignment, that contains an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of the Master Servicer (other than any liabilities and indemnities of the Master Servicer under Section 6.03 hereof incurred prior to termination of the Master Servicer under Section 8.01 or as otherwise set forth herein7.01), with like effect as if originally named as a party to this Agreement, ; and provided further that each Rating Agency shall have acknowledged in writing acknowledges that its rating of the Certificates in effect immediately prior to such assignment and delegation will not be qualified or reduced as a result of such assignment and delegationdelegation (without regard to the Class 1-AF Policy, in the case of the Class 1-AF Certificates). If the Trustee assumes the duties and responsibilities No appointment of a successor to the Master Servicer in accordance with hereunder shall be effective until (i) the Trustee shall have consented thereto, (ii) written notice of such proposed appointment shall have been provided by the Trustee to each Certificateholder and the Class 1-AF Insurer, and (iii) at least 15 calendar days prior to the effective date of such appointment, (x) the Trustee shall provide written notice to the Depositor of such successor pursuant to this Section 8.027.02 and (y) such successor Master Servicer shall provide to the Depositor in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a replacement master servicer. The Trustee shall not resign as Master Servicer servicer until a Successor Master Servicer successor servicer has been appointed and has accepted such appointment. Pending appointment of a successor to the Master Servicer hereunder, the Trustee, unless the Trustee is prohibited by law from so acting, shall shall, subject to Section 3.04 hereof, act in such capacity as hereinabove herein above provided. In connection with such 162 appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on Mortgage Loans or otherwise as it and such successor shall agree; provided that no such compensation unless agreed to by the Certificateholders shall be in excess of that permitted the Master Servicer hereunder. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Neither the Trustee nor any other Successor Master Servicer successor servicer shall be deemed to be in default hereunder by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the failure of the Master Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. The costs and expenses of the Trustee in connection with the termination of the Master Servicer, appointment of a Successor Master Servicer and, if applicable, any transfer of servicing, including, without limitation, all costs and expenses associated with the complete transfer of all servicing data and the completion, correction or manipulation of such servicing data as may be required by the Trustee to correct any errors or insufficiencies in the servicing data or otherwise to enable the Trustee or the Successor Master Servicer to service the Mortgage Loans properly and effectively, to the extent not paid by the terminated Master Servicer, shall be payable to the Trustee pursuant to Section 9.05. Any successor to the Master Servicer as successor servicer under any Subservicing Agreement shall give notice to the applicable NIM Insurer and the Mortgagors of such change of servicer and shall, during the term of its service as successor servicer maintain in force the policy or policies that the Master Servicer is required to maintain pursuant to Section 3.086.05. In connection with the termination or resignation of the Master Servicer hereunder, either (i) the successor Master Servicer, including the Trustee if the Trustee is acting as successor Master Servicer, shall represent and warrant that it is a member of MERS in good standing and shall agree to comply in all material respects with the rules and procedures of MERS in connection with the servicing of the Mortgage Loans that are registered with MERS, or (ii) the predecessor Master Servicer shall cooperate with the successor Master Servicer in causing MERS to execute and deliver an assignment of Mortgage in recordable form to transfer the Mortgage from MERS to the Trustee and to execute and deliver such other notices, documents and other instruments as may be necessary or desirable to effect a transfer of such Mortgage Loan or servicing of such Mortgage Loan on the MERS(R) System to the successor Master Servicer. The predecessor Master Servicer shall file or cause to be filed any such assignment in the appropriate recording office. The successor Master Servicer shall cause such assignment to be delivered to the Trustee promptly upon receipt of the original with evidence of recording thereon or a copy certified by the public recording office in which such assignment was recorded.

Trustee to Act; Appointment of Successor. On and after the time the Master Servicer receives a notice of termination pursuant to Section 8.01 hereof 7.01 hereof, the Trustee shall automatically become be the successor to the Master Servicer with respect to in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and after a transition period (not to exceed 90 days), shall be subject to all the responsibilities, duties and liabilities (other than liabilities incurred by the predecessor Servicer) relating thereto placed on the Master Servicer by the terms and provisions hereof; provided, however that, hereof and applicable law including the obligation to make advances pursuant to Article V hereof, the Trustee in its capacity as Successor Master Servicer shall be responsible for making any Advances required to be made by the Master Servicer immediately upon the termination of the Master Servicer and any such Advance shall be made on the Distribution Date on which such Advance was required to be made by the predecessor Master ServicerSection 4.01. Effective on the date of such notice of termination, as As compensation therefor, subject to the last paragraph of Section 7.01, the Trustee shall be entitled to all compensationfees, compensation and reimbursement of for costs and expenses and indemnification that the Master Servicer would have been entitled to hereunder if it the Servicer had continued to act hereunder, provided, however, that the Trustee shall not be (i) liable for any acts or omissions of the Master Servicer, (ii) obligated to make Advances if it is prohibited from doing so under applicable law, (iii) responsible for expenses of the Master Servicer pursuant to Section 2.03 or (iv) obligated to deposit losses on any Permitted Investment directed by the Master Servicer. Notwithstanding the foregoing, if the Trustee has become the successor to the Servicer in accordance with Section 7.01 hereof, the Trustee may, if it shall be unwilling to so act, or shall, if it is prohibited by applicable law from making Advances pursuant to Article V Section 4.01 hereof or if it is otherwise unable to so act, appoint, or petition a court of competent jurisdiction to appoint, any established mortgage loan servicing institution the appointment of which does successor shall not adversely affect the then current rating of the Certificates by each Rating Agency (as acknowledged by a letter from each Rating Agency, as described below) as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder. Any Successor Master successor Servicer shall (i) be an institution that is a Fanxxx Xxe Xxxxxx Xxx and Frexxxx Xxc Xxxxxxx Mac approved seller/servicer in good standing, that has a net worth of at least $15,000,000, (ii) be acceptable to the Trustee (which consent shall not be unreasonably withheld) and (iii) be that is willing to act as successor servicer of any service the Mortgage Loans under this Agreement, and shall have executed executes and delivered delivers to the Depositor and the Trustee an agreement accepting such delegation and assignment, that contains an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of the Master Servicer (other than any liabilities of the Master Servicer under Section 6.03 hereof incurred prior to termination of the Master Servicer under Section 8.01 or as otherwise set forth herein7.01), with like effect as if originally named as a party to this Agreement, ; and provided further that each Rating Agency shall have acknowledged in writing acknowledges that its rating of the Certificates in effect immediately prior to such assignment and delegation will not be qualified or reduced as a result of such assignment and delegation. If No appointment of a successor to the Servicer hereunder shall be effective until the Trustee assumes and the duties Depositor shall have consented thereto and responsibilities written notice of such proposed appointment shall have been provided by the Master Servicer in accordance with this Section 8.02, the Trustee to each Certificateholder. The Trustee shall not resign as Master Servicer servicer until a Successor Master Servicer successor servicer has been appointed and has accepted such appointment. Pending appointment of a successor to the Master Servicer hereunder, the Trustee, unless the Trustee is prohibited by law from so acting, shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on Mortgage Loans or otherwise as it and such successor shall agree; provided provided, however, that no such compensation unless agreed to by the Certificateholders shall be in excess of that permitted the Master Servicer hereunder. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Neither the Trustee nor any other Successor Master Servicer successor servicer shall be deemed to be in default hereunder by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the failure of the Master Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. The Trustee or other successor servicer shall be entitled to be reimbursed by the Servicer (or by the Trust Fund if the Servicer is unable to fulfill its obligations hereunder) for all reasonable out-of-pocket costs and (such expenses of the Trustee in connection to be documented by the Trustee to the extent possible) associated with the termination transfer of servicing from the Master predecessor Servicer, appointment of a Successor Master Servicer and, if applicable, including without limitation any transfer of servicing, including, without limitation, all such costs and or expenses associated with the complete transfer of all servicing data and the completion, correction or manipulation of such servicing data as may be required by the Trustee to correct any errors or insufficiencies in the servicing data or otherwise to enable the Trustee as successor servicer or the Successor Master Servicer other successor servicer to service the Mortgage Loans properly and effectively, to the extent not paid by the terminated Master Servicer, shall be payable to the Trustee pursuant to Section 9.05. Any successor to the Master Servicer as successor servicer under any Subservicing Agreement shall give notice to the applicable Mortgagors of such change of servicer and shall, during the term of its service as successor servicer maintain in force the policy or policies that the Master Servicer is required to maintain pursuant to Section 3.086.05.

Trustee to Act; Appointment of Successor. On and after the time the Master Servicer receives a notice of full or partial termination pursuant to Section 8.01 hereof 8.01, the Trustee shall automatically become be the successor in all respects to the Master Servicer in its capacity as servicer under this Agreement with respect to the whole Trust or the affected Mortgage Loan Group, as appropriate and the transactions set forth or provided for herein and after a transition period (not to exceed 90 days), shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof; provided, however that, pursuant to Article V hereofincluding without limitation, the Trustee in its capacity as Successor Master Servicer shall be responsible for making any obligation to make Monthly Advances required and to be made by the Master Servicer immediately upon the termination of the Master Servicer and any such Advance shall be made on the Distribution Date on which such Advance was required to be made by the predecessor Master Servicerpay Compensating Interest. Effective on the date of such notice of termination, as As compensation therefor, the Trustee shall be entitled to all compensation, reimbursement of expenses and indemnification that such compensation as the Master Servicer would have been entitled to hereunder if it no such notice of termination had continued to act hereunder, provided, however, that the Trustee shall not be (i) liable for any acts or omissions of the Master Servicer, (ii) obligated to make Advances if it is prohibited from doing so under applicable law, (iii) responsible for expenses of the Master Servicer pursuant to Section 2.03 or (iv) obligated to deposit losses on any Permitted Investment directed by the Master Servicerbeen given. Notwithstanding the foregoing, the Trustee may, if it shall be unwilling so to so act, or shall, if it is prohibited by applicable law from making Advances pursuant legally unable so to Article V or if it is otherwise unable to so act, promptly appoint, or petition a court of competent jurisdiction to appoint, any established mortgage housing and home finance institution or any institution that regularly services home equity loans that is then servicing a home equity loan servicing institution the appointment portfolio and having all licenses, permits and approvals required by applicable law, and having a net worth of which does not adversely affect the then current rating of the Certificates by each Rating Agency less than $10,000,000 as the successor to the Master Servicer hereunder with respect to the whole Trust or the affected Mortgage Loan Group, as appropriate, in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder. Any Successor Master Servicer shall (i) be an institution ; provided that is a Fanxxx Xxe and Frexxxx Xxc approved seller/servicer in good standing, that has a net worth of at least $15,000,000, (ii) be acceptable to the Trustee (which consent shall not be unreasonably withheld) and (iii) be willing to act as successor servicer appointment of any Mortgage Loans under this Agreementsuch successor Servicer will not result in the qualification, and shall have executed and delivered to the Depositor and the Trustee an agreement accepting such delegation and assignment, that contains an assumption by such Person reduction or withdrawal of the rights, powers, duties, responsibilities, obligations and liabilities rating assigned to any Class of the Master Servicer (other than related Offered Certificates by any liabilities of the Master Servicer hereof incurred prior to termination of the Master Servicer under Section 8.01 or as otherwise set forth herein), with like effect as if originally named as a party to this Agreement, provided that each Rating Agency shall have acknowledged in writing that its rating of the Certificates in effect immediately prior to such assignment and delegation will not be qualified or reduced as a result of such assignment and delegation. If the Trustee assumes the duties and responsibilities of the Master Servicer in accordance with this Section 8.02, the Trustee shall not resign as Master Servicer until a Successor Master Servicer has been appointed and has accepted such appointmentAgency. Pending appointment of a successor to the Master Servicer hereunder, the Trustee, unless the Trustee is prohibited by law from so acting, the Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on Mortgage Loans or otherwise as it and such successor shall agree; provided provided, however, that no such compensation unless agreed to by the Certificateholders shall be in excess of that permitted the Master Servicer hereunder. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Neither the Trustee nor any other Successor Master Servicer shall be deemed to be in default hereunder by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the failure of the Master Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. The costs and expenses of the Trustee in connection with the termination of the Master Servicer, appointment of a Successor Master successor Servicer and, if applicable, shall not affect any transfer liability of servicing, including, the predecessor Servicer that may have arisen under this Agreement prior to its termination as Servicer (including without limitation, all costs and expenses associated with any amount for a deductible amount pursuant to the complete transfer last sentence of all servicing data and Section 3.04), nor shall any successor Servicer be liable for any acts or omissions of the completion, correction predecessor Servicer or manipulation of for any breach by such servicing data as may be required by the Trustee to correct any errors or insufficiencies in the servicing data or otherwise to enable the Trustee Servicer or the Successor Master Servicer to service Seller of any of its representations or warranties contained herein or in any related document or agreement. Each of the Mortgage Loans properly and effectively, to the extent not paid by the terminated Master Servicer, Rating Agencies shall be payable to given written notice of the Trustee appointment of a successor Servicer pursuant to Section 9.05. Any successor to the Master Servicer as successor servicer under any Subservicing Agreement shall give notice to the applicable Mortgagors of such change of servicer and shall, during the term of its service as successor servicer maintain in force the policy or policies that the Master Servicer is required to maintain pursuant to Section 3.08this Section.

Trustee to Act; Appointment of Successor. On and after the time the Master Servicer receives a notice of termination pursuant to Section 8.01 hereof 7.01 of this Agreement, the Trustee shall automatically become shall, subject to and to the extent provided herein, be the successor to the Master Servicer with respect to Servicer, but only in its capacity as servicer under this Agreement, and not in any other, and the transactions set forth or provided for herein and after a transition period (not to exceed 90 days), shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof; provided, however that, hereof and applicable law including the obligation to make Advances pursuant to Article V hereof, the Trustee in its capacity as Successor Master Servicer shall be responsible for making any Advances required to be made by the Master Servicer immediately upon the termination of the Master Servicer and any such Advance shall be made on the Distribution Date on which such Advance was required to be made by the predecessor Master ServicerSection 4.01. Effective on the date of such notice of termination, as As compensation therefor, the Trustee shall be entitled to all compensation, reimbursement of expenses and indemnification funds relating to the related Mortgage Loans that the Master Servicer would have been entitled to if it had continued charge to act hereundera Collection Account, provided, however, provided that the Trustee terminated Servicer shall not nonetheless be (ientitled to payment or reimbursement as provided in Section 3.08(a) liable for any acts to the extent that such payment or omissions reimbursement relates to the period prior to termination of the Master Servicer, (ii) obligated to make Advances if it is prohibited from doing so under applicable law, (iii) responsible for expenses of the Master Servicer pursuant to Section 2.03 or (iv) obligated to deposit losses on any Permitted Investment directed by the Master Servicer. Notwithstanding the foregoing, if the Trustee has become the successor to the Servicer in accordance with Section 7.01, the Trustee may, if it shall be unwilling to so act, or shall, if it is prohibited by applicable law from making Advances pursuant to Article V 4.01 hereof, or if it is otherwise unable to so act, appoint, or petition a court of competent jurisdiction to appoint, any established mortgage loan servicing institution the appointment of which does not adversely affect the then current rating of the Certificates by each Rating Agency Agency, as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder. Any Successor Master successor to the Servicer shall (i) be an institution that which is a Fanxxx Xxe and Frexxxx Xxc FNMA or FHLMC approved seller/servicer in good standing, that which has a net worth of at least $15,000,00010,000,000, (ii) be acceptable to the Trustee (which consent shall not be unreasonably withheld) and (iii) be is willing to act as successor servicer of any service the related Mortgage Loans under this Agreement, and shall have executed which executes and delivered delivers to the Depositor and the Trustee an agreement accepting such delegation and assignment, that contains containing an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of the Master Servicer (other than any liabilities of the Master Servicer under Section 6.03 hereof incurred prior to termination of the Master Servicer under Section 8.01 or as otherwise set forth herein7.01 hereunder), with like effect as if originally named as a party to this Agreement, ; provided that each Rating Agency shall have acknowledged in writing acknowledges that its rating of the Certificates in effect immediately prior to such assignment and delegation will not be qualified or reduced as a result of such assignment and delegation. If the Trustee assumes the duties and responsibilities of the Master Servicer in accordance with this Section 8.02, the Trustee shall not resign as Master Servicer until a Successor Master Servicer has been appointed and has accepted such appointment. Pending appointment of a successor to the Master Servicer hereunder, the Trustee, unless the Trustee is prohibited by law from so acting, shall shall, subject to the limitations described herein, act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on the related Mortgage Loans or otherwise as it and such successor shall agree; provided provided, however, that no such compensation unless agreed to by the Certificateholders shall be in excess of that permitted the Master Servicer hereunderServicing Fee. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Neither the Trustee nor any other Successor Master Servicer successor servicer shall be deemed to be in default hereunder by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the failure of the Master Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. The costs and expenses of the Trustee in connection with the termination of the Master Servicer, appointment of a Successor Master Servicer and, if applicable, any transfer of servicing, including, without limitation, all costs and expenses associated with the complete transfer of all servicing data and the completion, correction or manipulation of such servicing data as may be required by the Trustee to correct any errors or insufficiencies in the servicing data or otherwise to enable the Trustee or the Successor Master Servicer to service the Mortgage Loans properly and effectively, to the extent not paid by the terminated Master Servicer, shall be payable to the Trustee pursuant to Section 9.05. Any successor to the Master a Servicer as successor servicer under any Subservicing Agreement shall give notice to the applicable Mortgagors of such change of servicer and shall, during the term of its service as successor servicer servicer, maintain in force the policy or policies that the Master Servicer is required to maintain pursuant to Section 3.08this Agreement.

Trustee to Act; Appointment of Successor. On and after the time the Master Servicer receives a notice of termination pursuant to Section 8.01 hereof 7.01 hereof, the Trustee shall automatically become shall, to the extent provided in Section 3.04, be the successor to the Master Servicer with respect to in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and after a transition period (not to exceed 90 days), shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof; provided, however that, hereof and applicable law including the obligation to make advances pursuant to Article V hereof, the Trustee in its capacity as Successor Master Servicer shall be responsible for making any Advances required to be made by the Master Servicer immediately upon the termination of the Master Servicer and any such Advance shall be made on the Distribution Date on which such Advance was required to be made by the predecessor Master ServicerSection 4.01. Effective on the date of such notice of termination, as As compensation therefor, the Trustee shall be entitled to all compensationfees, reimbursement of costs and expenses and indemnification relating to the Mortgage Loans that the Master Servicer would have been entitled to if it the Master Servicer had continued to act hereunder, provided, however, that the Trustee shall not be (i) liable for any acts or omissions of the Master Servicer, (ii) obligated to make Advances if it is prohibited from doing so under applicable law, (iii) responsible for expenses of the Master Servicer pursuant to Section 2.03 or (iv) obligated to deposit losses on any Permitted Investment directed by the Master Servicer. Notwithstanding the foregoing, if the Trustee has become the successor to the Master Servicer in accordance with Section 7.01 hereof, the Trustee may, if it shall be unwilling to so act, or shall, if it is prohibited by applicable law from making Advances pursuant to Article V Section 4.01 hereof or if it is otherwise unable to so act, appoint(i) appoint any established mortgage loan servicing institution reasonably acceptable to the NIM Insurer (as evidenced by the prior written consent of the NIM Insurer), or (ii) if it is unable for 60 days to appoint a successor servicer reasonably acceptable to the NIM Insurer, petition a court of competent jurisdiction to appoint, appoint any established mortgage loan servicing institution institution, the appointment of which does not adversely affect the then then-current rating of the Certificates (without regard to the Class 1-AV-1 Policy, in the case of the Class 1-AV-1 Certificates) and the NIM Insurer guaranteed notes (without giving any effect to any policy or guaranty provided by the NIM Insurer) by each Rating Agency as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder. Any Successor successor Master Servicer shall (i) be an institution that is a Fanxxx Xxe Fannie Mae and Frexxxx Xxc Freddie Mac approved seller/servicer in good standingstandinx, that xxxt has a net worth nxx xxxxh of at least $15,000,000, (ii) be acceptable to the Trustee (which consent shall not be unreasonably withheld) 15,000,000 and (iii) be that is willing to act as successor servicer of any service the Mortgage Loans under this Agreement, and shall have executed executes and delivered delivers to the Depositor and the Trustee an agreement accepting such delegation and assignment, that contains an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of the Master Servicer (other than any liabilities and indemnities of the Master Servicer under Section 6.03 hereof incurred prior to termination of the Master Servicer under Section 8.01 or as otherwise set forth herein7.01), with like effect as if originally named as a party to this Agreement, ; and provided further that each Rating Agency shall have acknowledged in writing acknowledges that its rating of the Certificates in effect immediately prior to such assignment and delegation will not be qualified or reduced as a result of such assignment and delegation. If delegation (without regard to the Trustee assumes Class 1-AV-1 Policy, in the duties and responsibilities case of the Master Servicer in accordance with this Section 8.02, the Trustee shall not resign as Master Servicer until a Successor Master Servicer has been appointed and has accepted such appointment. Pending appointment of a successor to the Master Servicer hereunder, the Trustee, unless the Trustee is prohibited by law from so acting, shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on Mortgage Loans or otherwise as it and such successor shall agree; provided that no such compensation unless agreed to by the Certificateholders shall be in excess of that permitted the Master Servicer hereunder. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Neither the Trustee nor any other Successor Master Servicer shall be deemed to be in default hereunder by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the failure of the Master Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. The costs and expenses of the Trustee in connection with the termination of the Master Servicer, appointment of a Successor Master Servicer and, if applicable, any transfer of servicing, including, without limitation, all costs and expenses associated with the complete transfer of all servicing data and the completion, correction or manipulation of such servicing data as may be required by the Trustee to correct any errors or insufficiencies in the servicing data or otherwise to enable the Trustee or the Successor Master Servicer to service the Mortgage Loans properly and effectively, to the extent not paid by the terminated Master Servicer, shall be payable to the Trustee pursuant to Section 9.05. Any successor to the Master Servicer as successor servicer under any Subservicing Agreement shall give notice to the applicable Mortgagors of such change of servicer and shall, during the term of its service as successor servicer maintain in force the policy or policies that the Master Servicer is required to maintain pursuant to Section 3.08.150

Trustee to Act; Appointment of Successor. On and after the time the Master Servicer receives a notice of termination pursuant to Section 8.01 hereof 7.01 hereof, the Trustee shall automatically become shall, subject to and to the extent provided in Section 3.04, be the successor to the Master Servicer with respect to in its capacity as master servicer under this Agreement and the transactions set forth or provided for herein and after a transition period (not to exceed 90 days), shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof; provided, however that, hereof and applicable law including the obligation to make Advances pursuant to Article V hereof, the Trustee in its capacity as Successor Master Servicer shall be responsible for making any Advances required to be made by the Master Servicer immediately upon the termination of the Master Servicer and any such Advance shall be made on the Distribution Date on which such Advance was required to be made by the predecessor Master ServicerSection 4.01. Effective on the date of such notice of termination, as As compensation therefor, the Trustee shall be entitled to all compensation, reimbursement of expenses and indemnification funds relating to the Mortgage Loans that the Master Servicer would have been entitled to charge to the Certificate Account or Distribution Account if it the Master Servicer had continued to act hereunder, provided, however, that the Trustee shall not be (i) liable for any acts or omissions of the Master Servicer, (ii) obligated to make Advances if it is prohibited from doing so under applicable law, (iii) responsible for expenses of the Master Servicer pursuant to Section 2.03 or (iv) obligated to deposit losses on any Permitted Investment directed by the Master Servicer. Notwithstanding the foregoing, if the Trustee has become the successor to the Master Servicer in accordance with Section 7.01 hereof, the Trustee may, if it shall be unwilling to so act, or shall, if it is prohibited by applicable law from making Advances pursuant to Article V Section 4.01 hereof or if it is otherwise unable to so act, appoint, or petition a court of competent jurisdiction to appoint, any established mortgage loan servicing institution the appointment of which does not adversely affect the then current rating of the Certificates by each Rating Agency as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder. Any Successor successor to the Master Servicer shall (i) be an institution that which is a Fanxxx Xxe FNMA and Frexxxx Xxc FHLMC approved seller/servicer in good standing, that which has a net worth of at least $15,000,000, (ii) be acceptable to the Trustee (and which consent shall not be unreasonably withheld) and (iii) be is willing to act as successor servicer of any service the Mortgage Loans under this Agreement, and shall have executed executes and delivered delivers to the Depositor and the Trustee an agreement accepting such delegation and assignment, that which contains an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of the Master Servicer (other than any liabilities of the Master Servicer under Section 6.03 hereof incurred prior to termination of the Master Servicer under Section 8.01 or as otherwise set forth herein7.01), with like effect as if originally named as a party to this Agreement, ; and provided further that each Rating Agency shall have acknowledged in writing acknowledges that its rating of the Certificates in effect immediately prior to such assignment and delegation will not be qualified or reduced as a result of such assignment and delegation. If the Trustee assumes the duties and responsibilities of the Master Servicer in accordance with this Section 8.02, the Trustee shall not resign as Master Servicer until a Successor Master Servicer has been appointed and has accepted such appointment. Pending appointment of a successor to the Master Servicer hereunder, the Trustee, unless the Trustee is prohibited by law from so acting, shall shall, subject to Section 3.04 hereof, act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on Mortgage Loans or otherwise as it and such successor shall agree; provided provided, however, that no such compensation unless agreed to by the Certificateholders shall be in excess of that the servicing compensation permitted the Master Servicer hereunder. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Neither the Trustee nor any other Successor Master Servicer successor master servicer shall be deemed to be in default hereunder by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the failure of the Master Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. The costs and expenses of the Trustee in connection with the termination of the Master Servicer, appointment of a Successor Master Servicer and, if applicable, any transfer of servicing, including, without limitation, all costs and expenses associated with the complete transfer of all servicing data and the completion, correction or manipulation of such servicing data as may be required by the Trustee to correct any errors or insufficiencies in the servicing data or otherwise to enable the Trustee or the Successor Master Servicer to service the Mortgage Loans properly and effectively, to the extent not paid by the terminated Master Servicer, shall be payable to the Trustee pursuant to Section 9.05. Any successor to the Master Servicer as successor master servicer under any Subservicing Agreement shall give notice to the applicable Mortgagors of such change of servicer and shall, during the term of its service as successor master servicer maintain in force the policy or policies that the Master Servicer is required to maintain pursuant to Section 3.08.6.05. 70 76

Trustee to Act; Appointment of Successor. (a)(1) On and after the time the Master Servicer receives a notice of termination pursuant to Section 8.01 hereof termination, the Trustee shall automatically become be the successor in all respects to the Master Servicer with respect to in its capacity as Master Servicer under this Agreement and the transactions set forth or provided for herein herein, and after a transition period (not to exceed 90 days), shall be subject to all the responsibilities, duties and liabilities relating thereto placed on and arising thereafter shall be assumed by the Trustee (except for any representations or warranties of the Master Servicer under this Agreement, the responsibilities, duties and liabilities contained in Section 2.05 and the obligation to deposit amounts in respect of losses pursuant to Section 3.12) by the terms and provisions hereofhereof including, without limitation, the Master Servicer's obligations to make P&I Advances pursuant to Section 4.03; provided, however thathowever, that if the Trustee is prohibited by law or regulation from obligating itself to make advances regarding delinquent mortgage loans, then the Trustee shall not be obligated to make P&I Advances pursuant to Article V hereofSection 4.03; and provided further, the Trustee in its capacity as Successor Master Servicer shall be responsible for making that any Advances required failure to be made perform such duties or responsibilities caused by the Master Servicer immediately upon Servicer's failure to provide information required by Section 7.01 shall not be considered a default by the termination of Trustee as successor to the Master Servicer and any such Advance shall be made on the Distribution Date on which such Advance was required to be made by the predecessor Master Servicerhereunder. Effective on the date of such notice of termination, as As compensation therefor, the Trustee shall be entitled to the Servicing Fee and all compensation, reimbursement of expenses and indemnification that funds relating to the Mortgage Loans to which the Master Servicer would have been entitled to if it had continued to act hereunder, provided, however, that the Trustee shall not be (i) liable for any acts or omissions of the Master Servicer, (ii) obligated to make Advances if it is prohibited from doing so under applicable law, (iii) responsible for expenses of the Master Servicer pursuant to Section 2.03 or (iv) obligated to deposit losses on any Permitted Investment directed by the Master Servicer. Notwithstanding the foregoingabove and subject to Section 7.02(a)(2) below, the Trustee may, if it shall be unwilling to so act, or shall, if it is prohibited by applicable law from making Advances pursuant unable to Article V so act or if it is otherwise unable prohibited by law from making advances regarding delinquent mortgage loans or if the Holders of Certificates entitled to at least 51% of the Voting Rights so actrequest in writing to the Trustee, appoint, promptly appoint or petition a court of competent jurisdiction to appoint, any an established mortgage loan servicing institution the appointment of which does not adversely affect the then current rating of the Certificates by acceptable to each Rating Agency and having a net worth of not less than $15,000,000, as the successor to the Master Servicer hereunder under this Agreement in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder. Any Successor Master Servicer shall (i) be an institution that is a Fanxxx Xxe and Frexxxx Xxc approved seller/servicer in good standing, that has a net worth of at least $15,000,000, (ii) be acceptable to the Trustee (which consent shall not be unreasonably withheld) and (iii) be willing to act as successor servicer of any Mortgage Loans under this Agreement. If no Certificate Insurer Default has occurred and is continuing, and the Certificate Insurer shall have executed and delivered the right to the Depositor and consent to any successor Master Servicer which the Trustee an agreement accepting such delegation and assignment, that contains an assumption may propose to appoint. The Trustee or other successor master servicer shall be entitled to be reimbursed by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of the Master Servicer (other than any liabilities of or by the Trust Fund if the Master Servicer hereof incurred prior is unable to termination of the Master Servicer under Section 8.01 or as otherwise set forth herein), with like effect as if originally named as a party to this Agreement, provided that each Rating Agency shall have acknowledged in writing that fulfill its rating of the Certificates in effect immediately prior to obligations hereunder) for all reasonable out-of-pocket costs (such assignment and delegation will not be qualified or reduced as a result of such assignment and delegation. If the Trustee assumes the duties and responsibilities of the Master Servicer in accordance with this Section 8.02, the Trustee shall not resign as Master Servicer until a Successor Master Servicer has been appointed and has accepted such appointment. Pending appointment of a successor to the Master Servicer hereunder, the Trustee, unless the Trustee is prohibited by law from so acting, shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on Mortgage Loans or otherwise as it and such successor shall agree; provided that no such compensation unless agreed to by the Certificateholders shall be in excess of that permitted the Master Servicer hereunder. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Neither the Trustee nor any other Successor Master Servicer shall be deemed to be in default hereunder by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the failure of the Master Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. The costs and expenses of the Trustee in connection to be documented by the Trustee to the extent possible) associated with the termination of the Master Servicer, appointment of a Successor Master Servicer and, if applicable, any transfer of servicingservicing from the predecessor master servicer, including, including without limitation, all any such costs and or expenses associated with the complete transfer of all servicing data and the completion, correction or manipulation of such servicing data as may be required by the Trustee to correct any errors or insufficiencies in the servicing data or otherwise to enable the Trustee or the Successor Master Servicer to service the Mortgage Loans properly and effectively, to the extent not paid by the terminated Master Servicer, shall be payable to the Trustee pursuant to Section 9.05. Any successor to the Master Servicer as successor servicer under any Subservicing Agreement shall give notice to the applicable Mortgagors of such change of servicer and shall, during the term of its service as successor servicer maintain in force the policy or policies that the Master Servicer is required to maintain pursuant to Section 3.08.

Trustee to Act; Appointment of Successor. On and after the time the Master a Servicer receives a notice of termination pursuant to Section 8.01 hereof 7.01 of this Agreement or the Trustee shall automatically become resignation of such Servicer pursuant to Section 6.04, the Trustee, or, if Ocwen is the terminated Servicer, the Back-Up Servicer, or a successor servicer appointed pursuant to Section 7.01 shall, subject to and to the extent provided herein, be the successor to the Master Servicer with respect to such Servicer, but only in its capacity as servicer under this Agreement, and not in any other, and the transactions set forth or provided for herein and after a transition period (not to exceed 90 days), shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Master such Servicer by the terms and provisions hereof; provided, however that, hereof and applicable law 113 including the obligation to make Advances pursuant to Article V hereof, the Trustee in its capacity as Successor Master Servicer shall be responsible for making any Advances required to be made by the Master Servicer immediately upon the termination of the Master Servicer and any such Advance shall be made on the Distribution Date on which such Advance was required to be made by the predecessor Master ServicerSection 4.01. Effective on the date of such notice of termination, as As compensation therefor, the Trustee shall be entitled to all compensation, reimbursement of expenses and indemnification funds relating to the related Mortgage Loans that the Master such Servicer would have been entitled to if it had continued charge to act hereunderthe Collection Account, provided, however, provided that the Trustee terminated Servicer shall not nonetheless be (i) liable for any acts entitled to payment or omissions reimbursement as provided in Section 3.08 to the extent that such payment or reimbursement relates to the period prior to termination of the Master Servicer, (ii) obligated to make Advances if it is prohibited from doing so under applicable law, (iii) responsible for expenses of the Master Servicer pursuant to Section 2.03 or (iv) obligated to deposit losses on any Permitted Investment directed by the Master such Servicer. Notwithstanding the foregoing, if the Trustee or the Back-Up Servicer has become the successor to a Servicer in accordance with Section 7.01, the Trustee or the Back-Up Servicer may, if it shall be unwilling to so act, or shall, if it is prohibited by applicable law from making Advances pursuant to Article V 4.01 hereof, or if it is otherwise unable to so act, appoint, or petition a court of competent jurisdiction to appoint, any established mortgage loan servicing institution the appointment of which does not adversely affect the then current rating of the Certificates by each Rating Agency Agency, as the successor to the Master such Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master such Servicer hereunder. Any Successor Master successor to a Servicer shall (i) be an institution that which is a Fanxxx Xxe and Frexxxx Xxc Fannie Mae or Freddie Mac approved seller/servicer for first and sxxxxx loans in good standingxxxx xtanding, that which has a net worth of at least $15,000,00010,000,000, (ii) be acceptable to the Trustee (which consent shall not be unreasonably withheld) and (iii) be is willing to act as successor servicer of any service the related Mortgage Loans under this Agreement, and shall have executed which executes and delivered delivers to the Depositor and the Trustee an agreement accepting such delegation and assignment, that contains containing an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of the Master such Servicer (other than any liabilities of the Master such Servicer under Section 6.03 hereof incurred prior to termination of the Master such Servicer under Section 8.01 or as otherwise set forth herein7.01 hereunder), with like effect as if originally named as a party to this Agreement, ; provided that each Rating Agency shall have acknowledged in writing acknowledges that its rating of the Certificates in effect immediately prior to such assignment and delegation will not be qualified qualified, withdrawn or reduced downgraded as a result of such assignment and delegation. If the Trustee assumes the duties and responsibilities The Back-Up Servicer or any successor servicer appointed by DLJMC shall be rated as a servicer of the Master Servicer in accordance with this Section 8.02, the Trustee shall not resign subprime mortgage loans as Master Servicer until "average" (or its equivalent) or better by each Rating Agency that maintains a Successor Master Servicer has been appointed and has accepted such appointmentservicer rating system. Pending appointment of a successor to the Master such Servicer hereunder, the Trustee, the Back-Up Servicer or other successor servicer, unless the Trustee such entity is prohibited by law from so acting, shall shall, subject to the limitations described herein, act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on the related Mortgage Loans or otherwise as it and such successor shall agree; provided provided, however, that no such compensation unless agreed to by the Certificateholders shall be in excess of that permitted the Master Servicer hereunderServicing Fee. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Neither the Trustee Trustee, the Back-Up Servicer, nor any other Successor Master Servicer successor servicer shall be deemed to be in default hereunder by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the failure of the Master such Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. The costs and expenses In connection with the termination or resignation of any Servicer hereunder, either (i) the successor servicer, including the Trustee if the Trustee is acting as successor Servicer, shall represent and warrant that it is a member of MERS in good standing and shall agree to comply in all material respects with the rules and procedures of MERS in connection with the termination servicing of the Master ServicerMortgage Loans that are registered with MERS, appointment of a Successor Master in which case the predecessor Servicer and, if applicable, any shall cooperate with the successor Servicer in causing MERS to revise its records to reflect the transfer of servicingservicing to the successor Servicer as necessary under MERS' rules and regulations, including, without limitation, all costs and expenses associated or (ii) the predecessor Servicer shall cooperate with the complete successor Servicer in causing MERS to execute and 114 deliver an assignment of Mortgage in recordable form to transfer of all servicing data the Mortgage from MERS to the Trustee and the completionto execute and deliver such other notices, correction or manipulation of such servicing data documents and other instruments as may be required by necessary or desirable to effect a transfer of such Mortgage Loan or servicing of such Mortgage Loan on the Trustee MERS(R) System to correct the successor Servicer. The predecessor Servicer shall file or cause to be filed any errors or insufficiencies such assignment in the servicing data or otherwise to enable the Trustee or the Successor Master appropriate recording office. The predecessor Servicer to service the shall bear any and all fees of MERS, costs of preparing any assignments of Mortgage, and fees and costs of filing any assignments of Mortgage Loans properly and effectively, to the extent not paid by the terminated Master Servicer, shall that may be payable to the Trustee pursuant to Section 9.05required under this subsection. Any successor to the Master a Servicer as successor servicer under any Subservicing Agreement shall give notice to the applicable Mortgagors of such change of servicer and shall, during the term of its service as successor servicer servicer, maintain in force the policy or policies that the Master such Servicer is required to maintain pursuant to Section 3.08this Agreement.

Trustee to Act; Appointment of Successor. On and after the time the Master Servicer receives a notice of termination pursuant to Section 8.01 9.01 hereof the Trustee shall automatically become the successor to the Master Servicer with respect to the transactions set forth or provided for herein and after a transition period (not to exceed 90 days), shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof; provided, however, that the Company shall have the right to select a successor Master Servicer; provided, further, however that, pursuant to Article V VI hereof, the Trustee in its capacity as Successor successor Master Servicer shall be responsible for making any Advances required to be made by the Master Servicer immediately upon the termination of the Master Servicer and any such Advance shall be made on the Distribution Date on which such Advance was required to be made by the predecessor Master Servicer. Effective on the date of such notice of termination, as compensation therefor, the Trustee shall be entitled to all compensation, reimbursement of expenses and indemnification that the Master Servicer would have been entitled to if it had continued to act hereunder, provided, however, that the Trustee shall not be (i) liable for any acts or omissions of the Master Servicer, (ii) obligated to make Advances if it is prohibited from doing so under applicable law, (iii) responsible for expenses of the Master Servicer pursuant to Section 2.03 or (iv) obligated to deposit losses on any Permitted Investment directed by the Master Servicer. Notwithstanding the foregoing, the Trustee may, if it shall be unwilling to so act, or shall, if it is prohibited by applicable law from making Advances pursuant to Article V VI or if it is otherwise unable to so act, appoint, or petition a court of competent jurisdiction to appoint, any established mortgage loan servicing institution the appointment of which does not adversely affect the then current rating of the Certificates by each Rating Agency as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder. Any Successor Master Servicer shall (i) be an institution that is a Fanxxx Xxe Xxxxxx Xxx and Frexxxx Xxc Freddie Mac approved seller/servicer in good standing, that has a net worth of at least $15,000,000, and (ii) be acceptable to the Trustee (which consent shall not be unreasonably withheld) and (iii) be willing to act as successor servicer of any Mortgage Loans under this AgreementAgreement or the related Servicing Agreement with respect to which the Company or the original Servicer has been terminated as servicer, and shall have executed and delivered to the Depositor and the Trustee an agreement accepting such delegation and assignment, that contains an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of the Master Servicer (other than any liabilities of the Master Servicer hereof incurred prior to termination of the Master Servicer under Section 8.01 9.01 or as otherwise set forth herein), with like effect as if originally named as a party to this Agreement, provided that each Rating Agency shall have acknowledged in writing that its rating of the Certificates in effect immediately prior to such assignment and delegation will not be qualified or reduced as a result of such assignment and delegation. If the Trustee assumes the duties and responsibilities of the Master Servicer in accordance with this Section 8.029.02, the Trustee shall not resign as Master Servicer until a Successor Master Servicer has been appointed and has accepted such appointment. Pending appointment of a successor to the Master Servicer hereunder, the Trustee, unless the Trustee is prohibited by law from so acting, shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on Mortgage Loans or otherwise as it and such successor shall agree; provided that no such compensation unless agreed to by the Certificateholders shall be in excess of that permitted the Master Servicer hereunder. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Neither the Trustee nor any other Successor Master Servicer shall be deemed to be in default hereunder by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the failure of the Master Servicer and the Securities Administrator to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. The costs and expenses of the Trustee in connection with the termination of the Master Servicer, appointment of a Successor Master Servicer and, if applicable, any transfer of master servicing, including, without limitation, all costs and expenses associated with the complete transfer of all master servicing data and the completion, correction or manipulation of such master servicing data as may be required by the Trustee to correct any errors or insufficiencies in the master servicing data or otherwise to enable the Trustee or the Successor Master Servicer to master service the Mortgage Loans properly and effectively, to the extent not previously paid by the terminated Master Servicer, shall be payable to the Trustee pursuant to Section 9.05. Any successor to the Master Servicer as successor servicer under any Subservicing Agreement shall give notice to the applicable Mortgagors of such change of servicer and shall, during the term of its service as successor servicer maintain in force the policy or policies that the Master Servicer is required to maintain pursuant to Section 3.0810.05.

Trustee to Act; Appointment of Successor. On and after the time the Master Servicer receives a notice of termination pursuant to Section 8.01 hereof 7.01 hereof, the Trustee shall automatically become shall, subject to and to the extent provided in Section 3.04, be the successor to the Master Servicer with respect to in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and after a transition period (not to exceed 90 days), shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof; provided, however that, hereof and applicable law including the obligation to make Advances pursuant to Article V hereof, the Trustee in its capacity as Successor Master Servicer shall be responsible for making any Advances required to be made by the Master Servicer immediately upon the termination of the Master Servicer and any such Advance shall be made on the Distribution Date on which such Advance was required to be made by the predecessor Master ServicerSection 4.01. Effective on the date of such notice of termination, as As compensation therefor, the Trustee shall be entitled to all compensation, reimbursement of expenses and indemnification funds relating to the Loans that the Master Servicer would have been entitled to charge to the Certificate Account or Distribution Account if it the Servicer had continued to act hereunder, provided, however, that the Trustee shall not be (i) liable for any acts or omissions of the Master Servicer, (ii) obligated to make Advances if it is prohibited from doing so under applicable law, (iii) responsible for expenses of the Master Servicer pursuant to Section 2.03 or (iv) obligated to deposit losses on any Permitted Investment directed by the Master Servicer. Notwithstanding the foregoing, if the Trustee has become the successor to the Servicer in accordance with Section 7.01 hereof, the Trustee may, if it shall be unwilling to so act, or shall, if it is prohibited by applicable law from making Advances pursuant to Article V Section 4.01 hereof or if it is otherwise unable to so act, appoint, or petition a court of competent jurisdiction to appoint, any established mortgage loan servicing institution the appointment of which does not adversely affect the then current rating of the Certificates by each Rating Agency as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder. Any Successor Master successor to the Servicer shall (i) be reasonably acceptable to the Insurer and shall be an institution that which is a Fanxxx Xxe FNMA and Frexxxx Xxc FHLMC approved seller/servicer in good standing, that which has a net worth of at least $15,000,00010,000,000, (ii) be acceptable to the Trustee (and which consent shall not be unreasonably withheld) and (iii) be is willing to act as successor servicer of any Mortgage service the Loans under this Agreement, and shall have executed executes and delivered delivers to the Depositor and the Trustee an agreement accepting such delegation and assignment, that which contains an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of the Master Servicer (other than any liabilities of the Master Servicer under Section 6.03 hereof incurred prior to termination of the Master Servicer under Section 8.01 or as otherwise set forth herein7.01), with like effect as if originally named as a party to this Agreement, ; and provided further that no such delegation and assignment shall become effective unless each Rating Agency shall have acknowledged in writing acknowledges that its rating of the Certificates in effect immediately prior to such delegation and assignment and delegation will not be qualified or reduced as a result of such delegation and assignment and delegation. If without taking the Trustee assumes the duties and responsibilities of the Master Servicer in accordance with this Section 8.02, the Trustee shall not resign as Master Servicer until a Successor Master Servicer has been appointed and has accepted such appointmentPolicy into account. Pending appointment of a successor to the Master Servicer hereunder, the Trustee, unless the Trustee is prohibited by law from so acting, shall shall, subject to Section 3.04 hereof, act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on Mortgage Loans or otherwise as it and such successor shall agree; provided provided, however, that no such compensation unless agreed to by the Certificateholders shall be in excess of that the Servicing Fee permitted the Master Servicer hereunder. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Neither the Trustee nor any other Successor Master Servicer shall be deemed to be in default hereunder by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the failure of the Master Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. The costs and expenses of the Trustee in connection with the termination of the Master Servicer, appointment of a Successor Master Servicer and, if applicable, any transfer of servicing, including, without limitation, all costs and expenses associated with the complete transfer of all servicing data and the completion, correction or manipulation of such servicing data as may be required by the Trustee to correct any errors or insufficiencies in the servicing data or otherwise to enable the Trustee or the Successor Master Servicer to service the Mortgage Loans properly and effectively, to the extent not paid by the terminated Master Servicer, shall be payable to the Trustee pursuant to Section 9.05. Any successor to the Master Servicer as successor servicer under any Subservicing Agreement shall give notice to the applicable Mortgagors of such change of servicer and shall, during the term of its service as successor servicer maintain in force the policy or policies that the Master Servicer is required to maintain pursuant to Section 3.08.such

Trustee to Act; Appointment of Successor. On and after the time the Master a Servicer receives a notice of termination pursuant to Section 8.01 hereof 7.01, the Trustee shall automatically become shall, subject to and to the extent provided in Section 3.06, be the successor to the Master such Servicer with respect to in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and after a transition period (not shall immediately assume all of the obligations of such Servicer to exceed 90 days), make P&I Advances and Servicing Advances and shall assume and be subject to all the other responsibilities, duties and liabilities relating thereto placed on the Master such Servicer by the terms and provisions hereof; provided, however that, hereof and applicable law as soon as practicable but in no event later than 90 days after the receipt by such Servicer of the notice of termination pursuant to Article V hereof, the Trustee in its capacity as Successor Master Servicer shall be responsible for making any Advances required to be made by the Master Servicer immediately upon the termination of the Master Servicer and any such Advance shall be made on the Distribution Date on which such Advance was required to be made by the predecessor Master ServicerSection 7.01. Effective on the date of such notice of termination, as As compensation therefor, the Trustee shall be entitled to all compensation, reimbursement of expenses and indemnification funds relating to the Mortgage Loans that the Master such Servicer would have been entitled to charge to its Collection Account if it such Servicer had continued to act hereunderhereunder including, providedif such Servicer was receiving the Servicing Fee, however, that the Trustee shall not be Servicing Fee and the income on investments or gain related to its Collection Account (i) liable in addition to income on investments or gain related to the Distribution Account for any acts or omissions the benefit of the Master Servicer, (ii) obligated to make Advances if it is prohibited from doing so under applicable law, (iii) responsible for expenses of the Master Servicer pursuant to Section 2.03 or (iv) obligated to deposit losses on any Permitted Investment directed by the Master ServicerTrustee). Notwithstanding the foregoing, if the Trustee has become the successor to the Servicer in accordance with this Section 7.02, the Trustee may, if it shall be unwilling to so act, or shall, if it is prohibited by applicable law from making P&I Advances and Servicing Advances pursuant to Article V Section 4.01 or if it is otherwise unable to so act, or, at the written request of Certificateholders entitled to a majority of the Voting Rights, appoint, or petition a court of competent jurisdiction to appoint, any established mortgage loan servicing institution the appointment of which does not adversely affect the then current rating of the Certificates by each Rating Agency Agency, as the successor to the Master such Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master such Servicer hereunder. No such appointment of a successor to a Servicer hereunder shall be effective until the Depositor shall have consented thereto. Any Successor Master successor to such Servicer shall (i) be an institution that which is a Fanxxx Xxe Fannie Mae- and Frexxxx Xxc Freddie Mac-approved seller/servicer in good standing, that has xxxxx hxx a net worth of xxxxx xf at least $15,000,00030,000,000, (ii) be acceptable to the Trustee (which consent shall not be unreasonably withheld) and (iii) be is willing to act as successor servicer of any service the Mortgage Loans under this Agreement, and shall have executed which executes and delivered delivers to the Depositor and the Trustee an agreement accepting such delegation and assignment, that contains containing an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of the Master such terminated Servicer (other than any liabilities of the Master such terminated Servicer hereof under Section 6.03 incurred prior to termination of the Master such Servicer under Section 8.01 or as otherwise set forth herein7.01), with like effect as if originally named as a party to this Agreement; provided, provided that each Rating Agency shall have acknowledged in writing acknowledges that its rating of the Certificates in effect immediately prior to such assignment and delegation will not be qualified or reduced reduced, as a result of such assignment and delegation. If the Trustee assumes the duties and responsibilities of the Master Servicer in accordance with this Section 8.02, the Trustee shall not resign as Master Servicer until a Successor Master Servicer has been appointed and has accepted such appointment. Pending appointment of a successor to the Master a Servicer hereunder, the Trustee, unless the Trustee is prohibited by law from so acting, shall shall, subject to Section 3.05, act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on Mortgage Loans or otherwise as it it, the Depositor and such successor shall agree; provided provided, however, that no such compensation unless agreed to by the Certificateholders shall be in excess of that permitted the Master Servicing Fee Rate and amounts paid to the predecessor Servicer hereunderfrom investments. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Neither the Trustee nor any other Successor Master successor Servicer shall be deemed to be in default hereunder by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the failure of the Master predecessor Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. The costs and expenses of the Trustee in connection with the termination of the Master Servicer, appointment of a Successor Master Servicer and, if applicable, any transfer of servicing, including, without limitation, all costs and expenses associated with the complete transfer of all servicing data and the completion, correction or manipulation of such servicing data as may be required by the Trustee to correct any errors or insufficiencies in the servicing data or otherwise to enable the Trustee or the Successor Master Servicer to service the Mortgage Loans properly and effectively, to the extent not paid by the terminated Master Servicer, shall be payable to the Trustee pursuant to Section 9.05. Any successor to the Master Servicer as successor servicer under any Subservicing Agreement shall give notice to the applicable Mortgagors of such change of servicer and shall, during the term of its service as successor servicer maintain in force the policy or policies that the Master Servicer is required to maintain pursuant to Section 3.08.

Trustee to Act; Appointment of Successor. On and after the time the Master Servicer receives a notice of termination pursuant to Section 8.01 hereof 7.01 hereof, the Trustee shall automatically become be the successor in all respects to the Master Servicer with respect to in its capacity as master servicer under this Agreement and the transactions set forth or provided for herein and after a transition period (not to exceed 90 days), shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof; provided, however that, pursuant to Article V hereof, hereof (except that if the Trustee in its capacity is acting as Successor Master Servicer shall be responsible for making any Advances required successor to be made by the Master Servicer immediately upon the termination of the Master Servicer and any such Advance is prohibited by law from obligating itself to make advances regarding delinquent Mortgage Loans, then the Trustee shall not be made on the Distribution Date on which such Advance was required obligated to be made by the predecessor Master Servicermake advances pursuant to Section 3.01 and Article IV hereof). Effective on the date of such notice of termination, as As compensation therefor, the Trustee shall be entitled to all compensation, reimbursement of expenses and indemnification funds relating to the Mortgage Loans that the Master Servicer would have been entitled to charge to the Certificate Account if it the Master Servicer had continued to act hereunder, provided, however, that the Trustee shall not be (i) liable for any acts or omissions of the Master Servicer, (ii) obligated to make Advances if it is prohibited from doing so under applicable law, (iii) responsible for expenses of the Master Servicer pursuant to Section 2.03 or (iv) obligated to deposit losses on any Permitted Investment directed by the Master Servicer. Notwithstanding the foregoing, if the Trustee has become the successor to the Master Servicer in accordance with Section 7.01 hereof, the Trustee may, if it shall be unwilling to so act, or shall, ,if it is prohibited by applicable law from making Advances pursuant to Article V or if it is otherwise unable to so actact (exclusive of the obligations with respect to advances set forth in Article IV hereof), appoint, or petition a court of competent jurisdiction to appoint, any established mortgage loan servicing institution having a net worth of not less than that required by the appointment of which does not adversely affect the then current rating of the Certificates by each Rating Agency as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder. Any Successor Master Servicer shall (i) be an institution that is a Fanxxx Xxe and Frexxxx Xxc approved seller/servicer in good standing, that has a net worth of at least $15,000,000, (ii) be acceptable to the Trustee (which consent shall not be unreasonably withheld) and (iii) be willing to act as successor servicer of any Mortgage Loans under this Agreement, and shall have executed and delivered to the Depositor and the Trustee an agreement accepting such delegation and assignment, that contains an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of the Master Servicer (other than any liabilities of the Master Servicer hereof incurred prior to termination of the Master Servicer under Section 8.01 or as otherwise set forth herein), with like effect as if originally named as a party to this Agreement, provided that each Rating Agency shall have acknowledged in writing that its rating of the Certificates in effect immediately prior to such assignment and delegation will not be qualified or reduced as a result of such assignment and delegation. If the Trustee assumes the duties and responsibilities of the Master Servicer in accordance with this Section 8.02, the Trustee shall not resign as Master Servicer until a Successor Master Servicer has been appointed and has accepted such appointment. Pending appointment of a successor to the Master Servicer hereunder, the Trustee, unless the Trustee is prohibited by law from so acting, shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on Mortgage Loans or otherwise as it and such successor shall agree; provided provided, however, that no such compensation unless agreed to by the Certificateholders shall be in excess of that permitted the Master Servicer hereunder. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Neither the Trustee nor any other Successor Master Servicer shall be deemed to be in default hereunder by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the failure of the Master Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. The costs and expenses of the Trustee in connection with the termination of the Master Servicer, appointment of a Successor Master Servicer and, if applicable, any transfer of servicing, including, without limitation, all costs and expenses associated with the complete transfer of all servicing data and the completion, correction or manipulation of such servicing data as may be required by the Trustee to correct any errors or insufficiencies in the servicing data or otherwise to enable the Trustee or the Successor Master Servicer to service the Mortgage Loans properly and effectively, to the extent not paid by the terminated Master Servicer, shall be payable to the Trustee pursuant to Section 9.05. Any successor to the Master Servicer as successor servicer under any Subservicing Agreement shall give notice to the applicable Mortgagors of such change of servicer and shall, during the term of its service as successor servicer maintain in force the policy or policies that the Master Servicer is required to maintain pursuant to Section 3.086.05.

Trustee to Act; Appointment of Successor. On and after the time the Master a Servicer receives a notice of termination pursuant to Section 8.01 hereof 7.01 hereof, the Trustee shall automatically become shall, subject to and to the extent provided in Section 3.04 and Section 7.01, be the successor to the Master that Servicer with respect to in its capacity as Servicer under this Agreement and the transactions set forth or provided for herein and after a transition period (not to exceed 90 days), shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Master that Servicer by the terms and provisions hereof; provided, however that, hereof and applicable law including the obligation to make Advances pursuant to Article V hereof, the Trustee in its capacity as Successor Master Servicer shall be responsible for making any Advances required to be made by the Master Servicer immediately upon the termination of the Master Servicer and any such Advance shall be made on the Distribution Date on which such Advance was required to be made by the predecessor Master ServicerSection 4.01. Effective on the date of such notice of termination, as As compensation therefor, the Trustee shall be entitled to all compensation, reimbursement of expenses and indemnification funds relating to the Mortgage Loans serviced by that the Master Servicer that such Servicer would have been entitled to charge to the related Certificate Account or Distribution Account if it that Servicer had continued to act hereunder, ; provided, however, that neither the Trustee nor any other successor to Countrywide as Servicer shall not be (i) liable for any acts or omissions of entitled to receive the Master Servicer, (ii) obligated to make Advances if it is prohibited from doing so under applicable law, (iii) responsible for expenses of the Master Servicer pursuant to Section 2.03 or (iv) obligated to deposit losses on any Permitted Investment directed by the Master ServicerExcess Servicing Fee. Notwithstanding the foregoing, if the Trustee has become the successor to a Servicer in accordance with Section 7.01 hereof, the Trustee may, if it shall be unwilling to so act, or shall, if it is prohibited by applicable law from making Advances pursuant to Article V Section 4.01 hereof or if it is otherwise unable to so act, appoint, or petition a court of competent jurisdiction to appoint, any established mortgage loan servicing institution the appointment of which does not adversely affect the then current rating of the Certificates by each Rating Agency as the successor to the Master related Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master that Servicer hereunder. Any Successor Master successor to a Servicer shall (i) be an institution that which is a Fanxxx Xxe FNMA and Frexxxx Xxc FHLMC approved seller/servicer in good standing, that which has a net worth of at least $15,000,000, (ii) be acceptable to the Trustee (and which consent shall not be unreasonably withheld) and (iii) be is willing to act as successor servicer of any service the Mortgage Loans under this Agreement, and shall have executed executes and delivered delivers to the Depositor and the Trustee an agreement accepting such delegation and assignment, that which contains an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of the Master related Servicer (other than any liabilities of the Master that Servicer under Section 6.03 hereof incurred prior to termination of the Master that Servicer under Section 8.01 or as otherwise set forth herein7.01), with like effect as if originally named as a party to this Agreement, ; and provided further that each Rating Agency shall have acknowledged in writing acknowledges that its rating of the Certificates in effect immediately prior to such assignment and delegation will not be qualified or reduced as a result of such assignment and delegation. If the Trustee assumes the duties and responsibilities of the Master Servicer in accordance with this Section 8.02, the Trustee shall not resign as Master Servicer until a Successor Master Servicer has been appointed and has accepted such appointment. Pending appointment of a successor to the Master related Servicer hereunder, the Trustee, unless the Trustee is prohibited by law from so acting, shall shall, subject to Section 3.04 hereof, act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on Mortgage Loans or otherwise as it and such successor shall agree; provided provided, however, that no such compensation unless agreed to by the Certificateholders shall be in excess of that the Basic Servicing Fee permitted the Master related Servicer hereunder. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Neither the Trustee nor any other Successor Master successor Servicer shall be deemed to be in default hereunder by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the failure of the Master a Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. The costs and expenses of the Trustee in connection with the termination of the Master Servicer, appointment of a Successor Master Servicer and, if applicable, any transfer of servicing, including, without limitation, all costs and expenses associated with the complete transfer of all servicing data and the completion, correction or manipulation of such servicing data as may be required by the Trustee to correct any errors or insufficiencies in the servicing data or otherwise to enable the Trustee or the Successor Master Servicer to service the Mortgage Loans properly and effectively, to the extent not paid by the terminated Master Servicer, shall be payable to the Trustee pursuant to Section 9.05. Any successor to the Master a Servicer as successor servicer under any Subservicing Agreement Servicer shall give notice to the applicable Mortgagors of such change of servicer and shall, during the term of its service as successor servicer Servicer maintain in force the policy or policies that the Master each Servicer is required to maintain pursuant to Section 3.083.09. In connection with the termination or resignation of a Servicer hereunder, either (i) the successor Servicer, including the Trustee if the Trustee is acting as successor Servicer, shall represent and warrant that it is a member of MERS in good standing and shall agree to comply in all material respects with the rules and procedures of MERS in connection with the servicing of the Mortgage Loans that are registered with MERS, or (ii) the predecessor Servicer shall cooperate with the successor Servicer either (x) in causing MERS to execute and deliver an assignment of Mortgage in recordable form to transfer the Mortgage from MERS to the Trustee and to execute and deliver such other notices, documents and other instruments as may be necessary or desirable to effect a transfer of such Mortgage Loan or servicing of such Mortgage Loan on the MERS(R) System to the successor Servicer or (y) in causing MERS to designate on the MERS(R) System the successor Servicer as the servicer of such Mortgage Loan. The predecessor Servicer shall file or cause to be filed any such assignment in the appropriate recording office. The successor Servicer shall cause such assignment to be delivered to the Trustee promptly upon receipt of the original with evidence of recording thereon or a copy certified by the public recording office in which such assignment was recorded.

Trustee to Act; Appointment of Successor. On and after the time the Master Servicer receives a notice of termination pursuant to Section 8.01 7.01 hereof or the Certificate Insurer does not deliver a Master Servicer Extension Notice by the end of any term as contemplated in Section 7.04 hereof, the Trustee shall automatically become or another successor Master Servicer designated by the Certificate Insurer shall, to the extent provided in Section 3.04, be the successor to the Master Servicer with respect to in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and after a transition period (not to exceed 90 days), shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof; provided, however that, hereof and applicable law including the obligation to make advances pursuant to Article V hereof, the Trustee in its capacity as Successor Master Servicer shall be responsible for making any Advances required to be made by the Master Servicer immediately upon the termination of the Master Servicer and any such Advance shall be made on the Distribution Date on which such Advance was required to be made by the predecessor Master ServicerSection 4.01. Effective on the date of such notice of termination, as As compensation therefor, the Trustee or another successor Master Servicer designated by the Certificate Insurer shall be entitled to all compensationfees, reimbursement of costs and expenses and indemnification relating to the Mortgage Loans that the Master Servicer would have been entitled to if it the Master Servicer had continued to act hereunder, provided, however, that the Trustee shall not be (i) liable for any acts or omissions of the Master Servicer, (ii) obligated to make Advances if it is prohibited from doing so under applicable law, (iii) responsible for expenses of the Master Servicer pursuant to Section 2.03 or (iv) obligated to deposit losses on any Permitted Investment directed by the Master Servicer. Notwithstanding the foregoing, if the Trustee mayhas become the successor to the Master Servicer in accordance with Section 7.01 hereof, and if it the Trustee shall be unwilling to so act, or shall, if it is prohibited by applicable law from making Advances pursuant to Article V Section 4.01 hereof or if it is otherwise unable to so actact and in each such case the Certificate Insurer fails to appoint another successor Master Servicer, and if the Certificate Insurer fails to appoint a successor servicer, the Trustee shall appoint, or petition a court of competent jurisdiction to appoint, any established mortgage loan servicing institution and is consented to in writing by the appointment of which does not adversely affect the then current rating of the Certificates by each Rating Agency Certificate Insurer as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder. Any Successor successor Master Servicer shall (i) be an institution that is a Fanxxx Xxe FNMA and Frexxxx Xxc FHLMC approved seller/servicer in good standing, that has a net worth of at least $15,000,000, (ii) be acceptable and that is willing to service the Mortgage Loans and executes and delivers to the Trustee (which consent shall not be unreasonably withheld) and (iii) be willing to act as successor servicer of any Mortgage Loans under this AgreementDepositor, and shall have executed and delivered to the Depositor Certificate Insurer and the Trustee an agreement accepting such delegation and assignment, that contains an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of the Master Servicer (other than any liabilities of the Master Servicer under Section 6.03 hereof incurred prior to termination of the Master Servicer under Section 8.01 or as otherwise set forth herein7.01), with like effect as if originally named as a party to this Agreement, provided that each Rating Agency shall have acknowledged in writing that its rating . No appointment of the Certificates in effect immediately prior a successor to such assignment and delegation will not be qualified or reduced as a result of such assignment and delegation. If the Trustee assumes the duties and responsibilities of the Master Servicer in accordance with this Section 8.02hereunder shall be effective until the Certificate Insurer shall have consented thereto, and written notice of such proposed appointment shall have been provided by the Trustee to each Certificateholder and the Certificate Insurer. The Trustee or any other successor Master Servicer shall not resign as Master Servicer servicer until a Successor Master Servicer successor servicer has been appointed and has accepted such appointment. Pending appointment of a successor to the Master Servicer hereunder, the Trustee, unless the Trustee is prohibited by law from so acting, shall shall, subject to Section 3.04 hereof, act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee Certificate Insurer may make such arrangements for the compensation of such successor out of payments on Mortgage Loans or otherwise as it the Certificate Insurer and such successor shall agree; provided that no such . Such compensation unless agreed to by the Certificateholders shall may be in excess of that permitted the Master Servicer hereunderhereunder if so agreed to by the Certificate Insurer. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Neither the Trustee nor any other Successor Master Servicer successor servicer shall be deemed to be in default hereunder by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the failure of the Master Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. The costs and expenses of the Trustee in connection with the termination of the Master Servicer, appointment of a Successor Master Servicer and, if applicable, any transfer of servicing, including, without limitation, all costs and expenses associated with the complete transfer of all servicing data and the completion, correction or manipulation of such servicing data as may be required by the Trustee to correct any errors or insufficiencies in the servicing data or otherwise to enable the Trustee or the Successor Master Servicer to service the Mortgage Loans properly and effectively, to the extent not paid by the terminated Master Servicer, shall be payable to the Trustee pursuant to Section 9.05. Any successor to the Master Servicer as successor servicer under any Subservicing Agreement shall give notice to the applicable Mortgagors of such change of servicer and shall, during the term of its service as successor servicer maintain in force the policy or policies that the Master Servicer is required to maintain pursuant to Section 3.086.05.

Trustee to Act; Appointment of Successor. On and after the time the Master Servicer receives a notice of termination pursuant to Section 8.01 hereof 7.01 hereof, the Trustee shall automatically become shall, to the extent provided in Section 3.04, be the successor to the Master Servicer with respect to in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and after a transition period (not to exceed 90 days), shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof; provided, however that, hereof and applicable law including the obligation to make advances pursuant to Article V hereofSection 4.01. As compensation therefor, subject to the Trustee in its capacity as Successor Master Servicer shall be responsible for making any Advances required to be made by the Master Servicer immediately upon the termination last paragraph of the Master Servicer and any such Advance shall be made on the Distribution Date on which such Advance was required to be made by the predecessor Master Servicer. Effective on the date of such notice of terminationSection 7.01, as compensation thereforapplicable, the Trustee shall be entitled to all compensation, compensation and reimbursement of for costs and expenses and indemnification that the Master Servicer would have been entitled to hereunder if it the Servicer had continued to act hereunder, provided, however, that the Trustee shall not be (i) liable for any acts or omissions of the Master Servicer, (ii) obligated to make Advances if it is prohibited from doing so under applicable law, (iii) responsible for expenses of the Master Servicer pursuant to Section 2.03 or (iv) obligated to deposit losses on any Permitted Investment directed by the Master Servicer. Notwithstanding the foregoing, if the Trustee has become the successor to the Servicer in accordance with Section 7.01 hereof, the Trustee may, if it shall be unwilling to so act, or shall, if it is prohibited by applicable law from making Advances pursuant to Article V Section 4.01 hereof or if it is otherwise unable to so act, appoint, or petition a court of competent jurisdiction to appoint, any established mortgage loan servicing institution the appointment of which successor does not adversely affect the then current rating of the Certificates by each Rating Agency as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder. Any Successor Master Servicer successor servicer shall (i) be an institution that is a Fanxxx Xxe Fannie Mae and Frexxxx Xxc Freddie Mac approved seller/servicer in good standingstandinx, that has xxxt xxs a net worth nxx xxxxh of at least $15,000,000, (ii) be acceptable to the Trustee (which consent shall not be unreasonably withheld) and (iii) be that is willing to act as successor servicer of any service the Mortgage Loans under this Agreement, and shall have executed executes and delivered delivers to the Depositor and the Trustee an agreement accepting such delegation and assignment, that contains an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of the Master Servicer (other than any liabilities of the Master Servicer under Section 6.03 hereof incurred prior to termination of the Master Servicer under Section 8.01 or as otherwise set forth herein7.01), with like effect as if originally named as a party to this Agreement, ; and provided further that each Rating Agency shall have acknowledged in writing acknowledges that its rating of the Certificates in effect immediately prior to such assignment and delegation will not be qualified or reduced as a result of such assignment and delegation. If No appointment of a successor to the Servicer hereunder shall be effective until the Trustee assumes shall have consented thereto, and written notice of such proposed appointment shall have been provided by the duties and responsibilities of the Master Servicer in accordance with this Section 8.02, the Trustee to each Certificateholder. The Trustee shall not resign as Master Servicer servicer until a Successor Master Servicer successor servicer has been appointed and has accepted such appointment. Pending appointment of a successor to the Master Servicer hereunder, the Trustee, unless the Trustee is prohibited by law from so acting, shall shall, subject to Section 3.04 hereof, act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on Mortgage Loans or otherwise as it and such successor shall agree; provided provided, however, that no such compensation unless agreed to by the Certificateholders shall be in excess of that permitted the Master Servicer hereunder. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Neither the Trustee nor any other Successor Master Servicer successor servicer shall be deemed to be in default hereunder by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the failure of the Master Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. The costs and expenses In the event that the Servicer shall for any reason no longer be the Servicer hereunder (including by reason of any Event of Default), notwithstanding anything to the contrary above, the Trustee in connection with the termination of the Master Servicer, appointment of a Successor Master Servicer and, if applicable, any transfer of servicing, including, without limitation, all costs and expenses associated with the complete transfer of all servicing data and the completion, correction Depositor hereby agree that within 10 Business Days or manipulation of such servicing data as may be required by the Trustee to correct any errors or insufficiencies in the servicing data or otherwise to enable the Trustee or the Successor Master Servicer to service the Mortgage Loans properly and effectively, to the extent not paid by the terminated Master Servicer, shall be payable delivery to the Trustee pursuant by the Servicing Rights Pledgee of a letter signed by the Servicer whereby the Servicer shall resign as Servicer under this Agreement, the Servicing Rights Pledgee or its designee shall be appointed as successor servicer (provided that at the time of such appointment the Servicing Rights Pledgee or such designee meets the requirements of a successor servicer set forth above) and the Servicing Rights Pledgee agrees to Section 9.05be subject to the terms of this Agreement. Any successor to the Master Servicer as successor servicer under any Subservicing Agreement shall give notice to the applicable Mortgagors of such change of servicer and shall, during the term of its service as successor servicer maintain in force the policy or policies that the Master Servicer is required to maintain pursuant to Section 3.086.05.

Trustee to Act; Appointment of Successor. On Except with respect to an Event of Default described in Section 8.01(viii) above for which the Certificate Insurer is required to appoint a Successor Master Servicer, on and after the time the Master Servicer receives a notice of termination pursuant to Section 8.01 hereof the Trustee shall automatically become the successor to the Master Servicer with respect to the transactions set forth or provided for herein and after a transition period (not to exceed 90 days), shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof; provided, however that, pursuant to Article V hereof, the Trustee in its capacity as Successor successor Master Servicer shall be responsible for making any Advances required to be made by the Master Servicer immediately upon the termination of the Master Servicer and any such Advance shall be made on the Distribution Date on which such Advance was required to be made by the predecessor Master Servicer. Effective on the date of such notice of termination, as compensation therefor, the Trustee shall be entitled to all compensation, reimbursement of expenses and indemnification that the Master Servicer would have been entitled to if it had continued to act hereunder, provided, however, that the Trustee shall not be (i) liable for any acts or omissions of the Master Servicer, (ii) obligated to make Advances if it is prohibited from doing so under applicable law, (iii) responsible for expenses of the Master Servicer pursuant to Section 2.03 or (iv) obligated to deposit losses on any Permitted Investment directed by the Master Servicer. Notwithstanding the foregoing, the Trustee may, if it shall be unwilling to so act, or shall, if it is prohibited by applicable law from making Advances pursuant to Article V or if it is otherwise unable to so act, appoint, or petition a court of competent jurisdiction to appoint, any established mortgage loan servicing institution the appointment of which does not adversely affect the then current rating of the Certificates by each Rating Agency (determined without regard to the Class III-A Policy) as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder. Any Successor Master Servicer shall (i) be an institution that is a Fanxxx Xxe Fannie Mae and Frexxxx Fredxxx Xxc approved sellerxxprovex xxxxxr/servicer in good standing, that has a net worth of at least $15,000,000, (ii) be acceptable to the Trustee and the Certificate Insurer (which consent shall not be unreasonably withheld) and (iii) be willing to act as successor servicer of any Mortgage Loans under this Agreement, and shall have executed and delivered to the Depositor Depositor, the Trustee and the Trustee Certificate Insurer an agreement accepting such delegation and assignment, that contains an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of the Master Servicer (other than any liabilities of the Master Servicer hereof incurred prior to termination of the Master Servicer under Section 8.01 or as otherwise set forth herein), with like effect as if originally named as a party to this Agreement, provided that each Rating Agency shall have acknowledged in writing that its rating of the Certificates in effect immediately prior to such assignment and delegation (determined without regard to the Class III-A Policy) will not be qualified or reduced as a result of such assignment and delegation. If the Trustee assumes the duties and responsibilities of the Master Servicer in accordance with this Section 8.02, the Trustee shall not resign as Master Servicer until a Successor Master Servicer has been appointed and has accepted such appointment. Pending appointment of a successor to the Master Servicer hereunder, the Trustee, unless the Trustee is prohibited by law from so acting, shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on Mortgage Loans or otherwise as it and such successor shall agree; provided that no such compensation unless agreed to by the Certificateholders shall be in excess of that permitted the Master Servicer hereunder. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Neither the Trustee nor any other Successor Master Servicer shall be deemed to be in default hereunder by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the failure of the Master Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. The costs and expenses of the Trustee in connection with the termination of the Master Servicer, appointment of a Successor Master Servicer and, if applicable, any transfer of servicing, including, without limitation, all costs and expenses associated with the complete transfer of all servicing data and the completion, correction or manipulation of such servicing data as may be required by the Trustee to correct any errors or insufficiencies in the servicing data or otherwise to enable the Trustee or the Successor Master Servicer to service the related Mortgage Loans properly and effectively, to the extent not paid by the terminated Master Servicer, shall be payable to the Trustee pursuant to Section 9.05. Any successor to the Master Servicer as successor servicer under any Subservicing Agreement shall give notice to the applicable Mortgagors of such change of servicer and shall, during the term of its service as successor servicer maintain in force the policy or policies that the Master Servicer is required to maintain pursuant to Section 3.08.

Trustee to Act; Appointment of Successor. On and after the time the Master Servicer receives a notice of termination pursuant to Section 8.01 hereof 7.01 hereof, the Trustee shall automatically become shall, subject to and to the extent provided in Section 3.04, be the successor to the Master Servicer with respect to in its capacity as master servicer under this Agreement and the transactions set forth or provided for herein and after a transition period (not to exceed 90 days), shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof; provided, however that, hereof and applicable law including the obligation to make Advances pursuant to Article V hereof, the Trustee in its capacity as Successor Master Servicer shall be responsible for making any Advances required to be made by the Master Servicer immediately upon the termination of the Master Servicer and any such Advance shall be made on the Distribution Date on which such Advance was required to be made by the predecessor Master ServicerSection 4.01. Effective on the date of such notice of termination, as As compensation therefor, the Trustee shall be entitled to all compensation, reimbursement of expenses and indemnification funds relating to the Mortgage Loans that the Master Servicer would have been entitled to charge to the Certificate Account or Distribution Account if it the Master Servicer had continued to act hereunder, ; provided, however, that neither the Trustee shall not be (i) liable for nor any acts or omissions of the Master Servicer, (ii) obligated other successor to make Advances if it is prohibited from doing so under applicable law, (iii) responsible for expenses of the Countrywide Home Loans Servicing LP as Master Servicer pursuant shall be entitled to Section 2.03 or (iv) obligated to deposit losses on any Permitted Investment directed by receive the Excess Master ServicerServicing Fee. Notwithstanding the foregoing, if the Trustee has become the successor to the Master Servicer in accordance with Section 7.01 hereof, the Trustee may, if it shall be unwilling to so act, or shall, if it is prohibited by applicable law from making Advances pursuant to Article V Section 4.01 hereof or if it is otherwise unable to so act, appoint, or petition a court of competent jurisdiction to appoint, any established mortgage loan servicing institution acceptable to the Guarantor, the appointment of which does not adversely affect the then current rating of the Certificates (without regard to the Fannie Mae Guaranty, in the case ox xxx Guaranteed Certificates) by each Rating Agency as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder. Any Successor successor to the Master Servicer shall (i) be an institution that which is a Fanxxx Xxe FNMA and Frexxxx Xxc FHLMC approved seller/servicer in good standing, that which has a net worth of at least $15,000,000, (ii) be acceptable to the Trustee (and which consent shall not be unreasonably withheld) and (iii) be is willing to act as successor servicer of any service the Mortgage Loans under this Agreement, and shall have executed executes and delivered delivers to the Depositor and the Trustee an agreement accepting such delegation and assignment, that which contains an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of the Master Servicer (other than any liabilities of the Master Servicer under Section 6.03 hereof incurred prior to termination of the Master Servicer under Section 8.01 or as otherwise set forth herein7.01), with like effect as if originally named as a party to this Agreement, ; and provided further that each Rating Agency shall have acknowledged in writing acknowledges that its rating of the Certificates (without regard to the Fannie Mae Guaranty, in the case ox xxx Gxxxanteed Certificates) in effect immediately prior to such assignment and delegation will not be qualified or reduced as a result of such assignment and delegation. If the Trustee assumes the duties and responsibilities of the Master Servicer in accordance with this Section 8.02, the Trustee shall not resign as Master Servicer until a Successor Master Servicer has been appointed and has accepted such appointment. Pending appointment of a successor to the Master Servicer hereunder, the Trustee, unless the Trustee is prohibited by law from so acting, shall shall, subject to Section 3.04 hereof, act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on Mortgage Loans or otherwise as it and such successor shall agree; provided provided, however, that no such compensation unless agreed to by the Certificateholders shall be in excess of that the Basic Master Servicing Fee permitted the Master Servicer hereunder. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Neither the Trustee nor any other Successor Master Servicer successor master servicer shall be deemed to be in default hereunder by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the failure of the Master Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. The costs and expenses of the Trustee in connection with the termination of the Master Servicer, appointment of a Successor Master Servicer and, if applicable, any transfer of servicing, including, without limitation, all costs and expenses associated with the complete transfer of all servicing data and the completion, correction or manipulation of such servicing data as may be required by the Trustee to correct any errors or insufficiencies in the servicing data or otherwise to enable the Trustee or the Successor Master Servicer to service the Mortgage Loans properly and effectively, to the extent not paid by the terminated Master Servicer, shall be payable to the Trustee pursuant to Section 9.05. Any successor to the Master Servicer as successor master servicer under any Subservicing Agreement shall give notice to the applicable Guarantor and the Mortgagors of such change of servicer and shall, during the term of its service as successor master servicer maintain in force the policy or policies that the Master Servicer is required to maintain pursuant to Section 3.083.09. In connection with the termination or resignation of the Master Servicer hereunder, either (i) the successor Master Servicer, including the Trustee if the Trustee is acting as successor Master Servicer, shall represent and warrant that it is a member of MERS in good standing and shall agree to comply in all material respects with the rules and procedures of MERS in connection with the servicing of the Mortgage Loans that are registered with MERS, or (ii) the predecessor Master Servicer shall cooperate with the successor Master Servicer either (x) in causing MERS to execute and deliver an assignment of Mortgage in recordable form to transfer the Mortgage from MERS to the Trustee and to execute and deliver such other notices, documents and other instruments as may be necessary or desirable to effect a transfer of such Mortgage Loan or servicing of such Mortgage Loan on the MERS(R) System to the successor Master Servicer or (y) in causing MERS to designate on the MERS(R) System the successor Master Servicer as the servicer of such Mortgage Loan. The predecessor Master Servicer shall file or cause to be filed any such assignment in the appropriate recording office. The successor Master Servicer shall cause such assignment to be delivered to the Trustee promptly upon receipt of the original with evidence of recording thereon or a copy certified by the public recording office in which such assignment was recorded.

Trustee to Act; Appointment of Successor. On and after the time the Master Servicer receives a notice of termination pursuant to Section 8.01 hereof 7.01 hereof, the Trustee shall automatically become shall, to the extent provided in Section 3.04, be the successor to the Master Servicer with respect to in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and after a transition period (not to exceed 90 days), shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof; provided, however that, hereof and applicable law including the obligation to make advances pursuant to Article V hereof, the Trustee in its capacity as Successor Master Servicer shall be responsible for making any Advances required to be made by the Master Servicer immediately upon the termination of the Master Servicer and any such Advance shall be made on the Distribution Date on which such Advance was required to be made by the predecessor Master ServicerSection 4.01. Effective on the date of such notice of termination, as As compensation therefor, the Trustee shall be entitled to all compensationfees, reimbursement of costs and expenses and indemnification relating to the Mortgage Loans that the Master Servicer would have been entitled to if it the Master Servicer had continued to act hereunder, provided, however, that the Trustee shall not be (i) liable for any acts or omissions of the Master Servicer, (ii) obligated to make Advances if it is prohibited from doing so under applicable law, (iii) responsible for expenses of the Master Servicer pursuant to Section 2.03 or (iv) obligated to deposit losses on any Permitted Investment directed by the Master Servicer. Notwithstanding the foregoing, if the Trustee has become the successor to the Master Servicer in accordance with Section 7.01 hereof, the Trustee may, if it shall be unwilling to so act, or shall, if it is prohibited by applicable law from making Advances pursuant to Article V Section 4.01 hereof or if it is otherwise unable to so act, appoint(i) appoint any established mortgage loan servicing institution acceptable to the NIM Insurer and the Certificate Insurer (as evidenced by the prior written consent of the NIM Insurer and the Certificate Insurer (which consent shall not be unreasonably withheld by the Certificate Insurer)), or (ii) if it is unable for 60 days to appoint a successor servicer acceptable to the NIM Insurer, petition a court of competent jurisdiction to appoint, appoint any established mortgage loan servicing institution institution, the appointment of which does not adversely affect the then then-current rating of the Certificates (without regard to the Certificate Insurance Policy, in the case of the Class A Certificates) and the NIM Insurer guaranteed notes (without giving any effect to any policy or guaranty provided by the NIM Insurer) by each Rating Agency as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder. Any Successor successor Master Servicer shall (i) be an institution that is a Fanxxx Xxe Fannie Mae and Frexxxx Xxc Freddie Mac approved seller/servicer in good standingstandinx, that has xxxt xxs a net worth nxx xxxxh of at least $15,000,000, (ii) be acceptable to the Trustee (which consent shall not be unreasonably withheld) 15,000,000 and (iii) be that is willing to act as successor servicer of any service the Mortgage Loans under this Agreement, and shall have executed executes and delivered delivers to the Depositor and the Trustee an agreement accepting such delegation and assignment, that contains an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of the Master Servicer (other than any liabilities and indemnities of the Master Servicer under Section 6.03 hereof incurred prior to termination of the Master Servicer under Section 8.01 or as otherwise set forth herein7.01), with like effect as if originally named as a party to this Agreement, ; and provided further that each Rating Agency shall have acknowledged acknowledges in writing delivered to the Trustee and the Certificate Insurer that its rating of the Certificates in effect immediately prior to such assignment and delegation will not be qualified or reduced as a result of such assignment and delegationdelegation (without regard to the Certificate Insurance Policy, in the case of the Class A Certificates). If the Trustee assumes the duties and responsibilities No appointment of a successor to the Master Servicer in accordance with hereunder shall be effective until (i) the Trustee and the Certificate Insurer shall have consented thereto (which consent shall not be unreasonably withheld by the Certificate Insurer), (ii) written notice of such proposed appointment shall have been provided by the Trustee to each Certificateholder and the Certificate Insurer and (iii) at least 15 calendar days prior to the effective date of such appointment, (x) the Trustee shall provide written notice to the Depositor of such successor pursuant to this Section 8.027.02 and (y) such successor Master Servicer shall provide to the Depositor in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a replacement master servicer. The Trustee shall not resign as Master Servicer servicer until a Successor Master Servicer successor servicer has been appointed and has accepted such appointment. Pending appointment of a successor to the Master Servicer hereunder, the Trustee, unless the Trustee is prohibited by law from so acting, shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on Mortgage Loans or otherwise as it and such successor shall agree; provided that no such compensation unless agreed to by the Certificateholders shall be in excess of that permitted the Master Servicer hereunder. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Neither the Trustee nor any other Successor Master Servicer shall be deemed to be in default hereunder by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the failure of the Master Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. The costs and expenses of the Trustee in connection with the termination of the Master Servicer, appointment of a Successor Master Servicer and, if applicable, any transfer of servicing, including, without limitation, all costs and expenses associated with the complete transfer of all servicing data and the completion, correction or manipulation of such servicing data as may be required by the Trustee to correct any errors or insufficiencies in the servicing data or otherwise to enable the Trustee or the Successor Master Servicer to service the Mortgage Loans properly and effectively, to the extent not paid by the terminated Master Servicer, shall be payable to the Trustee pursuant to Section 9.05. Any successor to the Master Servicer as successor servicer under any Subservicing Agreement shall give notice to the applicable Mortgagors of such change of servicer and shall, during the term of its service as successor servicer maintain in force the policy or policies that the Master Servicer is required to maintain pursuant to Section 3.08.appointment

Trustee to Act; Appointment of Successor. On and after the time the Master Servicer receives a notice of termination pursuant to Section 8.01 hereof 7.01, the Trustee shall automatically become shall, subject to and to the extent provided in Section 3.05, be the successor to the Master Servicer with respect to in its capacity as Master Servicer under this Agreement and the transactions set forth or provided for herein and after a transition period (not to exceed 90 days), shall be subject to all the responsibilities, duties and liabilities (other than any liabilities incurred by the Master Servicer prior to its termination hereunder) relating thereto placed on the Master Servicer by the terms hereof and provisions hereof; providedapplicable law, however that, including the obligation to make Advances pursuant to Article V hereof, the Trustee in its capacity as Successor Master Servicer shall be responsible for making any Advances required to be made by the Master Servicer immediately upon the termination of the Master Servicer and any such Advance shall be made on the Distribution Date on which such Advance was required to be made by the predecessor Master ServicerSection 4.01. Effective on the date of such notice of termination, as As compensation therefor, the Trustee shall be entitled to all compensation, reimbursement of expenses and indemnification funds relating to the Mortgage Loans that the Master Servicer would have been entitled to charge to the Certificate Account or Distribution Account if it the Master Servicer had continued to act hereunder, provided, however, that the Trustee shall not be (i) liable for any acts or omissions of the Master Servicer, (ii) obligated to make Advances if it is prohibited from doing so under applicable law, (iii) responsible for expenses of the Master Servicer pursuant to Section 2.03 or (iv) obligated to deposit losses on any Permitted Investment directed by the Master Servicer. Notwithstanding the foregoing, if the Trustee has become the successor to the Master Servicer in accordance with Section 7.01, the Trustee may, if it shall be unwilling to so act, or shall, if it is prohibited by applicable law from making Advances pursuant to Article V Section 4.01 or if it is otherwise unable to so act, appoint, or petition a court of competent jurisdiction to appoint, any established mortgage loan servicing institution reasonably acceptable to the NIM Insurer (as evidenced by the prior written consent of the NIM Insurer), the appointment of which does not adversely affect the then current rating of the Certificates and the NIM Insurer guaranteed notes by each Rating Agency Agency, as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities obligations of the Master Servicer hereunder. Any Successor successor to the Master Servicer shall (i) be an institution that is a Fanxxx Xxe FNMA and Frexxxx Xxc FHLMC approved seller/servicer in good standing, that has a net worth of at least $15,000,000, (ii) be acceptable to the Trustee (which consent shall not be unreasonably withheld) and (iii) be that is willing to act as successor servicer of any service the Mortgage Loans under this AgreementLoans, and shall have executed that executes and delivered delivers to the Depositor and the Trustee an agreement accepting such delegation and assignment, that contains containing an assumption by such Person it of the rights, powers, duties, responsibilities, rights and obligations and liabilities of the Master Servicer (other than any liabilities of the Master Servicer hereof under Section 6.03 incurred prior to before termination of the Master Servicer under Section 8.01 or as otherwise set forth herein7.01), with like effect as if originally named as a party to this Agreement; provided, provided that each Rating Agency shall have acknowledged in writing acknowledges that its rating of the Certificates in effect immediately prior to such before the assignment and delegation will not be qualified or reduced reduced, as a result of such the assignment and delegation. If the Trustee assumes the duties and responsibilities of the Master Servicer in accordance with this Section 8.02, the Trustee shall not resign as Master Servicer until a Successor Master Servicer has been appointed and has accepted such appointment. Pending appointment of a successor to the Master Servicer hereunder, the Trustee, unless the Trustee is prohibited by law from so acting, shall shall, subject to Section 3.05, act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such the successor out of payments on Mortgage Loans or otherwise as it and such the successor shall agree; provided that no . No such compensation unless agreed to by the Certificateholders shall be in excess of that permitted exceed the Master Servicer hereunderServicing Fee Rate. The Trustee and such the successor shall take such any action, consistent with this Agreement, as shall be necessary to effectuate any such the succession. Neither the Trustee nor any other Successor successor Master Servicer shall be deemed to be in default hereunder by reason because of any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the failure of the Master Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents documents, or records to it. The costs and expenses appointment of a successor Master Servicer shall not affect any liability of the predecessor Master Servicer that my have arisen under this Agreement before its termination as Master Servicer to pay any deductible under an insurance policy, to indemnify any person, or otherwise, nor shall any successor Master Servicer be liable for any acts or omissions of the predecessor Master Servicer or for any breach by the Master Servicer of any of its representations and warranties contained in this Agreement. In connection with the termination or resignation of the Master Servicer hereunder, either (i) the successor Master Servicer, including the Trustee if the Trustee is acting as successor Master Servicer, shall represent and warrant that it is a member of MERS in good standing and shall agree to comply in all material respects with the rules and procedures of MERS in connection with the termination servicing of the Master ServicerMortgage Loans that are registered with MERS, appointment of a Successor or (ii) the predecessor Master Servicer and, if applicable, any transfer of servicing, including, without limitation, all costs and expenses associated shall cooperate with the complete successor Master Servicer either (x) in causing MERS to execute and deliver an assignment of Mortgage in recordable form to transfer of all servicing data the Mortgage from MERS to the Trustee and the completionto execute and deliver such other notices, correction or manipulation of such servicing data documents and other instruments as may be required by necessary or desirable to effect a transfer of such Mortgage Loan or servicing of such Mortgage Loan on the Trustee MERS® System to correct the successor Master Servicer or (y) in causing MERS to designate on the MERS® System the successor Master Servicer as the servicer of such Mortgage Loan. The predecessor Master Servicer shall file or cause to be filed any errors or insufficiencies such assignment in the servicing data or otherwise to enable the Trustee or the Successor appropriate recording office. The successor Master Servicer shall cause such assignment to service the Mortgage Loans properly and effectively, to the extent not paid by the terminated Master Servicer, shall be payable delivered to the Trustee pursuant to Section 9.05promptly upon receipt of the original with evidence of recording thereon or a copy certified by the public recording office in which such assignment was recorded. Any successor to the Master Servicer as successor servicer under any Subservicing Agreement Master Servicer shall give notice to the applicable NIM Insurer and the Mortgagors of such the change of servicer and shall, during the term of its service as successor servicer Master Servicer, maintain in force the policy or policies that the Master Servicer is required to maintain pursuant to Section 3.086.05.

Trustee to Act; Appointment of Successor. On and after the time the Master Servicer or the Special Servicer resigns pursuant to Section 6.04 or receives a notice of termination pursuant to Section 8.01 hereof 7.01, the Trustee shall automatically become be the successor in all respects to the Master Servicer with respect to or the Special Servicer, as the case may be, in its capacity as such under this Agreement and the transactions set forth or provided for herein and after a transition period (not to exceed 90 days), shall be subject to all the responsibilities, duties and liabilities relating thereto and arising thereafter placed on the Master Servicer or the Special Servicer, as the case may be, by the terms and provisions hereof; provided, however thatincluding, pursuant to Article V hereofwithout limitation, the Master Servicer's obligation to make Delinquency Advances; provided that any failure to perform such duties or responsibilities caused by the Master Servicer's or the Special Servicer's failure to provide information or monies required by Section 7.01 shall not be considered a default by the Trustee in its capacity as Successor hereunder. The Trustee shall not be liable for any of the representations and warranties of the Master Servicer shall be responsible or the Special Servicer or for making any Advances required to be made losses incurred by the Master Servicer immediately upon or the termination of Special Servicer pursuant to Section 3.06 hereunder nor shall the Master Servicer and any such Advance shall Trustee be made on the Distribution Date on which such Advance was required to be made by the predecessor Master Servicerpurchase any Mortgage Loan hereunder. Effective on the date of such notice of termination, as compensation As compen sation therefor, the Trustee shall be entitled to the applicable Servicing Fees and all compensation, reimbursement of expenses and indemnification that funds relating to the Mortgage Loans which the Master Servicer or the Special Servicer would have been entitled to charge to the Certificate Account or the Distribution Account if it the Master Servicer or the Special Servicer had continued to act hereunder, provided, however, that the Trustee shall not be (i) liable for any acts or omissions of the Master Servicer, (ii) obligated to make Advances if it is prohibited from doing so under applicable law, (iii) responsible for expenses of the Master Servicer pursuant to Section 2.03 or (iv) obligated to deposit losses on any Permitted Investment directed by the Master Servicer. Notwithstanding the foregoingabove, the Trustee may, if it shall be unwilling to so act, or shall, if it is prohibited by applicable law from making Advances pursuant unable to Article V so act or if the Holders of Certificates entitled to at least 51% of the Voting Rights so request in writing to the Trustee or if it is otherwise unable to so actnot appropriately rated as a master servicer or special servicer, appointas the case may be, by each Rating Agency, promptly appoint any FNMA- or petition a court of competent jurisdiction to appoint, any established FHLMC-approved mortgage loan servicing institution that has a net worth of not less than $10,000,000 and is otherwise acceptable to each Rating Agency (as evidenced by written confirmation therefrom to the effect that the appointment of which does such institution would not adversely affect result in the downgrade, qualification or withdrawal of its rating then current rating assigned to any Class of the Certificates by each Rating Agency Certificates), as the successor to the Master Servicer hereunder or the Special Servicer, as the case may be, in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer or the Special Servicer, as the case may be, hereunder. Any Successor No appointment of a successor to the Master Servicer or the Special Servicer, as the case may be, hereunder shall (i) be an institution that is a Fanxxx Xxe and Frexxxx Xxc approved seller/servicer in good standing, that has a net worth effective until the assumption of at least $15,000,000, (ii) be acceptable the successor to the Trustee (which consent shall not be unreasonably withheld) and (iii) be willing to act Master Servicer or the Special Servicer, as successor servicer the case may be, of any Mortgage Loans under this Agreement, and shall have executed and delivered to all the Depositor and the Trustee an agreement accepting such delegation and assignment, that contains an assumption by such Person of the rights, powers, duties, responsibilities, obligations duties and liabilities of the Master Servicer (other than any liabilities of or the Master Servicer hereof incurred prior to termination of Special Servicer, as the Master Servicer under Section 8.01 or as otherwise set forth herein)case may be, with like effect as if originally named as a party to this Agreement, provided that each Rating Agency shall have acknowledged in writing that its rating of the Certificates in effect immediately prior to such assignment and delegation will not be qualified or reduced as a result of such assignment and delegation. If the Trustee assumes the duties and responsibilities of the Master Servicer in accordance with this Section 8.02, the Trustee shall not resign as Master Servicer until a Successor Master Servicer has been appointed and has accepted such appointmenthereunder. Pending appointment of a successor to the Master Servicer or the Special Servicer, as the case may be, hereunder, the Trustee, unless the Trustee is prohibited by law from so acting, shall act in such capacity as hereinabove provided. In connection with any such appointment and assumptionassumption described herein, the Trustee may make such arrangements for the compensation of such successor out of payments on Mortgage Loans or otherwise as it and such successor shall agree; provided provided, however, that no such compensation unless agreed to by the Certificateholders shall be in excess of that permitted the Master Servicer resigning or terminated party hereunder. The Depositor, the Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Neither the Trustee nor any other Successor Master Servicer shall be deemed to be in default hereunder by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the failure of the Master Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. The costs and expenses of the Trustee in connection with the termination of the Master Servicer, appointment of a Successor Master Servicer and, if applicable, any transfer of servicing, including, without limitation, all costs and expenses associated with the complete transfer of all servicing data and the completion, correction or manipulation of such servicing data as may be required by the Trustee to correct any errors or insufficiencies in the servicing data or otherwise to enable the Trustee or the Successor Master Servicer to service the Mortgage Loans properly and effectively, to the extent not paid by the terminated Master Servicer, shall be payable to the Trustee pursuant to Section 9.05. Any successor to the Master Servicer as successor servicer under any Subservicing Agreement shall give notice to the applicable Mortgagors of such change of servicer and shall, during the term of its service as successor servicer maintain in force the policy or policies that the Master Servicer is required to maintain pursuant to Section 3.08.

Trustee to Act; Appointment of Successor. On and after the time the Master Servicer receives a notice of termination pursuant to Section 8.01 hereof 7.01 hereof, the Trustee shall automatically become shall, subject to and to the extent provided in Section 3.04, be the successor to the Master Servicer with respect to in its capacity as master servicer under this Agreement and the transactions set forth or provided for herein and after a transition period (not to exceed 90 days), shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof; provided, however that, hereof and applicable law including the obligation to make Advances pursuant to Article V hereof, the Trustee in its capacity as Successor Master Servicer shall be responsible for making any Advances required to be made by the Master Servicer immediately upon the termination of the Master Servicer and any such Advance shall be made on the Distribution Date on which such Advance was required to be made by the predecessor Master ServicerSection 4.01. Effective on the date of such notice of termination, as As compensation therefor, the Trustee shall be entitled to all compensation, reimbursement of expenses and indemnification funds relating to the Mortgage Loans that the Master Servicer would have been entitled to charge to the Certificate Account or Distribution Account if it the Master Servicer had continued to act hereunder, provided, however, that the Trustee shall not be (i) liable for any acts or omissions of the Master Servicer, (ii) obligated to make Advances if it is prohibited from doing so under applicable law, (iii) responsible for expenses of the Master Servicer pursuant to Section 2.03 or (iv) obligated to deposit losses on any Permitted Investment directed by the Master Servicer. Notwithstanding the foregoing, if the Trustee has become the successor to the Master Servicer in accordance with Section 7.01 hereof, the Trustee may, if it shall be unwilling to so act, or shall, if it is prohibited by applicable law from making Advances pursuant to Article V Section 4.01 hereof or if it is otherwise unable to so act, appoint, or petition a court of competent jurisdiction to appoint, any established mortgage loan servicing institution the appointment of which does not adversely affect the then current rating of the Certificates by each Rating Agency as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder. Any Successor successor to the Master Servicer shall (i) be an institution that which is a Fanxxx Xxe FNMA and Frexxxx Xxc FHLMC approved seller/servicer in good standing, that which has a net worth of at least $15,000,000, (ii) be acceptable to the Trustee (and which consent shall not be unreasonably withheld) and (iii) be is willing to act as successor servicer of any service the Mortgage Loans under this Agreement, and shall have executed executes and delivered delivers to the Depositor and the Trustee an agreement accepting such delegation and assignment, that which contains an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of the Master Servicer (other than any liabilities of the Master Servicer under Section 6.03 hereof incurred prior to termination of the Master Servicer under Section 8.01 or as otherwise set forth herein7.01), with like effect as if originally named as a party to this Agreement, ; and provided further that each Rating Agency shall have acknowledged in writing acknowledges that its rating of the Certificates in effect immediately prior to such assignment and delegation will not be qualified or reduced reduced, without regard to the guaranty provided by the Policies, as a result of such assignment and delegation. If the Trustee assumes the duties and responsibilities of the Master Servicer in accordance with this Section 8.02, the Trustee shall not resign as Master Servicer until a Successor Master Servicer has been appointed and has accepted such appointment. Pending appointment of a successor to the Master Servicer hereunder, the Trustee, unless the Trustee is prohibited by law from so acting, shall shall, subject to Section 3.04 hereof, act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on Mortgage Loans or otherwise as it and such successor shall agree; provided provided, however, that no such compensation unless agreed to by the Certificateholders shall be in -------- ------- excess of that the Master Servicing Fee permitted the Master Servicer hereunder. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Neither the Trustee nor any other Successor Master Servicer successor master servicer shall be deemed to be in default hereunder by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunderhere- under, in either case caused by the failure of the Master Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. The costs and expenses of the Trustee in connection with the termination of the Master Servicer, appointment of a Successor Master Servicer and, if applicable, any transfer of servicing, including, without limitation, all costs and expenses associated with the complete transfer of all servicing data and the completion, correction or manipulation of such servicing data as may be required by the Trustee to correct any errors or insufficiencies in the servicing data or otherwise to enable the Trustee or the Successor Master Servicer to service the Mortgage Loans properly and effectively, to the extent not paid by the terminated Master Servicer, shall be payable to the Trustee pursuant to Section 9.05. Any successor to the Master Servicer as successor master servicer under any Subservicing Agreement shall give notice to the applicable Mortgagors of such change of servicer and shall, during the term of its service as successor master servicer maintain in force the policy or policies that the Master Servicer is required to maintain pursuant to Section 3.086.05.

Trustee to Act; Appointment of Successor. On and after the time the Master Servicer receives a notice of termination pursuant to Section 8.01 hereof 7.01 hereof, the Trustee shall automatically become shall, to the extent provided in Section 3.04, be the successor to the Master Servicer with respect to in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and after a transition period (not to exceed 90 days), shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof; provided, however that, hereof 144 and applicable law including the obligation to make advances pursuant to Article V hereof, the Trustee in its capacity as Successor Master Servicer shall be responsible for making any Advances required to be made by the Master Servicer immediately upon the termination of the Master Servicer and any such Advance shall be made on the Distribution Date on which such Advance was required to be made by the predecessor Master ServicerSection 4.01. Effective on the date of such notice of termination, as As compensation therefor, the Trustee shall be entitled to all compensationfees, reimbursement of costs and expenses and indemnification relating to the Mortgage Loans that the Master Servicer would have been entitled to if it the Master Servicer had continued to act hereunder, provided, however, that the Trustee shall not be (i) liable for any acts or omissions of the Master Servicer, (ii) obligated to make Advances if it is prohibited from doing so under applicable law, (iii) responsible for expenses of the Master Servicer pursuant to Section 2.03 or (iv) obligated to deposit losses on any Permitted Investment directed by the Master Servicer. Notwithstanding the foregoing, if the Trustee has become the successor to the Master Servicer in accordance with Section 7.01 hereof, the Trustee may, if it shall be unwilling to so act, or shall, if it is prohibited by applicable law from making Advances pursuant to Article V Section 4.01 hereof or if it is otherwise unable to so act, appoint(i) appoint any established mortgage loan servicing institution reasonably acceptable to the NIM Insurer (as evidenced by the prior written consent of the NIM Insurer), or (ii) if it is unable for 60 days to appoint a successor servicer reasonably acceptable to the NIM Insurer, petition a court of competent jurisdiction to appoint, appoint any established mortgage loan servicing institution institution, the appointment of which does not adversely affect the then then-current rating of the Certificates and the NIM Insurer guaranteed notes (without giving any effect to any policy or guaranty provided by the NIM Insurer) by each Rating Agency as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder. Any Successor successor Master Servicer shall (i) be an institution that is a Fanxxx Xxe Fannie Mae and Frexxxx Xxc Freddie Mac approved seller/servicer in good standing, xxxx hxx been xxxxxxxd by each Mortgage Insurer if required, that has a net worth of at least $15,000,000, (ii) be acceptable to the Trustee (which consent shall not be unreasonably withheld) 15,000,000 and (iii) be that is willing to act as successor servicer of any service the Mortgage Loans under this Agreement, and shall have executed executes and delivered delivers to the Depositor and the Trustee an agreement accepting such delegation and assignment, that contains an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of the Master Servicer (other than any liabilities and indemnities of the Master Servicer under Section 6.03 hereof incurred prior to termination of the Master Servicer under Section 8.01 or as otherwise set forth herein7.01), with like effect as if originally named as a party to this Agreement, ; and provided further that each Rating Agency shall have acknowledged in writing acknowledges that its rating of the Certificates in effect immediately prior to such assignment and delegation will not be qualified or reduced as a result of such assignment and delegation. If the Trustee assumes the duties and responsibilities No appointment of a successor to the Master Servicer in accordance with hereunder shall be effective until (i) the Trustee shall have consented thereto, (ii) written notice of such proposed appointment shall have been provided by the Trustee to each Certificateholder and (iii) at least 15 calendar days prior to the effective date of such appointment, (x) the Trustee shall provide written notice to the Depositor of such successor pursuant to this Section 8.027.02 and (y) such successor Master Servicer shall provide to the Depositor in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a replacement master servicer. The Trustee shall not resign as Master Servicer servicer until a Successor Master Servicer successor servicer has been appointed and has accepted such appointment. Pending appointment of a successor to the Master Servicer hereunder, the Trustee, unless the Trustee is prohibited by law from so acting, shall shall, subject to Section 3.04 hereof, act in such capacity as hereinabove herein above provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on Mortgage Loans or otherwise as it and such successor shall agree; provided that no such compensation unless agreed to by the Certificateholders shall be in excess of that permitted the Master Servicer hereunder. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Neither the Trustee nor any other Successor Master Servicer successor servicer shall be deemed to be in default hereunder by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the failure of the Master Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. The costs and expenses of the Trustee in connection with the termination of the Master Servicer, appointment of a Successor Master Servicer and, if applicable, any transfer of servicing, including, without limitation, all costs and expenses associated with the complete transfer of all servicing data and the completion, correction or manipulation of such servicing data as may be required by the Trustee to correct any errors or insufficiencies in the servicing data or otherwise to enable the Trustee or the Successor Master Servicer to service the Mortgage Loans properly and effectively, to the extent not paid by the terminated Master Servicer, shall be payable to the Trustee pursuant to Section 9.05. Any successor to the Master Servicer as successor servicer under any Subservicing Agreement shall give notice to the applicable NIM Insurer and the Mortgagors of such change of servicer and shall, during the term of its service as successor servicer maintain in force the policy or policies that the Master Servicer is required to maintain pursuant to Section 3.086.05. In connection with the termination or resignation of the Master Servicer hereunder, either (i) the successor Master Servicer, including the Trustee if the Trustee is acting as successor Master Servicer, shall represent and warrant that it is a member of MERS in good standing and shall agree to comply in all material respects with the rules and procedures of MERS in connection with the servicing of the Mortgage Loans that are registered with MERS, or (ii) the predecessor Master Servicer shall cooperate with the successor Master Servicer in causing MERS to execute and deliver an assignment of Mortgage in recordable form to transfer the Mortgage from MERS to the Trustee and to execute and deliver such other notices, documents and other instruments as may be necessary or desirable to effect a transfer of such Mortgage Loan or servicing of such Mortgage Loan on the MERS(R) System to the successor Master Servicer. The predecessor Master Servicer shall file or cause to be filed any such assignment in the appropriate recording office. The successor Master Servicer shall cause such assignment to be delivered to the Trustee promptly upon receipt of the original with evidence of recording thereon or a copy certified by the public recording office in which such assignment was recorded.

Trustee to Act; Appointment of Successor. On and after the time the Master a Servicer receives a notice of termination pursuant to Section 8.01 hereof 7.01 of this Agreement or the resignation of a Servicer pursuant to Section 6.04, the Trustee shall automatically become shall, subject to and to the extent provided herein, be the successor to the Master Servicer with respect to related Servicer, but only in its capacity as servicer under this Agreement, and not in any other, and the transactions set forth or provided for herein and after a transition period (not to exceed 90 days), shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Master related Servicer by the terms and provisions hereof; provided, however that, hereof and applicable law including the obligation to make Advances pursuant to Article V hereof, the Trustee in its capacity as Successor Master Servicer shall be responsible for making any Advances required to be made by the Master Servicer immediately upon the termination of the Master Servicer and any such Advance shall be made on the Distribution Date on which such Advance was required to be made by the predecessor Master ServicerSection 4.01. Effective on the date of such notice of termination, as As compensation therefor, the Trustee shall be entitled to all compensation, reimbursement of expenses and indemnification funds relating to the Mortgage Loans that the Master related Servicer would have been entitled to if it had continued charge to act hereunderthe Collection Account, provided, however, provided that the Trustee terminated Servicer shall not nonetheless be (i) liable for any acts entitled to payment or omissions reimbursement as provided in Section 3.08 to the extent that such payment or reimbursement relates to the period prior to termination of the Master Servicer, (ii) obligated to make Advances if it is prohibited from doing so under applicable law, (iii) responsible for expenses of the Master Servicer pursuant to Section 2.03 or (iv) obligated to deposit losses on any Permitted Investment directed by the Master related Servicer. Notwithstanding the foregoing, if the Trustee has become the successor to a Servicer in accordance with Section 7.01, the Trustee may, if it shall be unwilling to so act, or shall, if it is prohibited by applicable law from making Advances pursuant to Article V 4.01 hereof, or if it is otherwise unable to so act, appoint, or petition a court of competent jurisdiction to appoint, any established mortgage loan servicing institution the 116 appointment of which does not adversely affect the then current rating of the Certificates by each Rating Agency Agency, as the successor to the Master a Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder. Any Successor Master successor to a Servicer shall (i) be an institution that which is a Fanxxx Xxe and Frexxxx Xxc Fannie Mae or Freddie Mac approved seller/servicer for first and sxxxxx loans in good standingxxxx xtanding, that which has a net worth of at least $15,000,00010,000,000, (ii) be acceptable to the Trustee (which consent shall not be unreasonably withheld) and (iii) be is willing to act as successor servicer of any service the related Mortgage Loans under this Agreement, and shall have executed which executes and delivered delivers to the Depositor and the Trustee an agreement accepting such delegation and assignment, that contains containing an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of the Master related Servicer (other than any liabilities of the Master related Servicer under Section 6.03 hereof incurred prior to termination of the Master related Servicer under Section 8.01 or as otherwise set forth herein7.01 hereunder), with like effect as if originally named as a party to this Agreement, ; provided that each Rating Agency shall have acknowledged in writing acknowledges that its rating of the Certificates in effect immediately prior to such assignment and delegation will not be qualified qualified, withdrawn or reduced downgraded as a result of such assignment and delegation. If the Trustee assumes the duties and responsibilities of the Master Servicer in accordance with this Section 8.02, the Trustee shall not resign as Master Servicer until a Successor Master Servicer has been appointed and has accepted such appointment. Pending appointment of a successor to the Master a Servicer hereunder, the Trustee, unless the Trustee is prohibited by law from so acting, shall shall, subject to the limitations described herein, act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on the related Mortgage Loans or otherwise as it and such successor shall agree; provided provided, however, that no such compensation unless agreed to by the Certificateholders shall be in excess of that permitted the Master Servicer hereunderServicing Fee. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Neither the Trustee nor any other Successor Master Servicer successor servicer shall be deemed to be in default hereunder by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the failure of the Master related Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. The costs and expenses In connection with the termination or resignation of any Servicer hereunder, either (i) the successor servicer, including the Trustee if the Trustee is acting as successor Servicer, shall represent and warrant that it is a member of MERS in good standing and shall agree to comply in all material respects with the rules and procedures of MERS in connection with the termination servicing of the Master ServicerMortgage Loans that are registered with MERS, appointment of a Successor Master in which case the predecessor Servicer and, if applicable, any shall cooperate with the successor Servicer in causing MERS to revise its records to reflect the transfer of servicingservicing to the successor Servicer as necessary under MERS' rules and regulations, including, without limitation, all costs and expenses associated or (ii) the predecessor Servicer shall cooperate with the complete successor Servicer in causing MERS to execute and deliver an assignment of Mortgage in recordable form to transfer of all servicing data the Mortgage from MERS to the Trustee and the completionto execute and deliver such other notices, correction or manipulation of such servicing data documents and other instruments as may be required by necessary or desirable to effect a transfer of such Mortgage Loan or servicing of such Mortgage Loan on the Trustee MERS(R) System to correct the successor Servicer. The predecessor Servicer shall file or cause to be filed any errors or insufficiencies such assignment in the servicing data or otherwise to enable the Trustee or the Successor Master appropriate recording office. The predecessor Servicer to service the shall bear any and all fees of MERS, costs of preparing any assignments of Mortgage, and fees and costs of filing any assignments of Mortgage Loans properly and effectively, to the extent not paid by the terminated Master Servicer, shall that may be payable to the Trustee pursuant to Section 9.05required under this subsection. Any successor to the Master a Servicer as successor servicer under any Subservicing Agreement shall give notice to the applicable Mortgagors of such change of servicer and shall, during the term of its service as successor servicer servicer, maintain in force the policy or policies that the Master such Servicer is required to maintain pursuant to Section 3.08.this Agreement. 117

Trustee to Act; Appointment of Successor. On and after the time the Master Servicer receives a notice of termination pursuant to Section 8.01 hereof 7.01, the Trustee shall automatically become shall, subject to and to the extent provided in Section 3.05, be the successor to the Master Servicer with respect to in its capacity as Servicer under this Agreement and the transactions set forth or provided for herein and after a transition period (not to exceed 90 days), shall be subject to all the responsibilities, duties and liabilities (other than any liabilities incurred by the Servicer prior to its termination hereunder) relating thereto placed on the Master Servicer by the terms hereof and provisions hereof; providedapplicable law, however that, including the obligation to make Advances pursuant to Article V hereof, the Trustee in its capacity as Successor Master Servicer shall be responsible for making any Advances required to be made by the Master Servicer immediately upon the termination of the Master Servicer and any such Advance shall be made on the Distribution Date on which such Advance was required to be made by the predecessor Master ServicerSection 4.01. Effective on the date of such notice of termination, as As compensation therefor, the Trustee shall be entitled to all compensation, reimbursement of expenses and indemnification funds relating to the Mortgage Loans that the Master Servicer would have been entitled to charge to the Certificate Account or Distribution Account if it the Servicer had continued to act hereunder, provided, however, that the Trustee shall not be (i) liable for any acts or omissions of the Master Servicer, (ii) obligated to make Advances if it is prohibited from doing so under applicable law, (iii) responsible for expenses of the Master Servicer pursuant to Section 2.03 or (iv) obligated to deposit losses on any Permitted Investment directed by the Master Servicer. Notwithstanding the foregoing, if the Trustee has become the successor to the Servicer in accordance with Section 7.01, the Trustee may, if it shall be unwilling to so act, or shall, if it is prohibited by applicable law from making Advances pursuant to Article V Section 4.01 or if it is otherwise unable to so act, appoint, or petition a court of competent jurisdiction to appoint, any established mortgage loan servicing institution reasonably acceptable to the Depositor, the appointment of which does not adversely affect the then current rating of the Certificates by each Rating Agency Agency, as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities obligations of the Master Servicer hereunder. Any Successor Master successor to the Servicer shall (i) be an institution that is a Fanxxx Xxe FNMA and Frexxxx Xxc FHLMC approved seller/servicer in good standing, that has a net worth of at least $15,000,000, (ii) be acceptable to the Trustee (which consent shall not be unreasonably withheld) and (iii) be that is willing to act as successor servicer of any service the Mortgage Loans under this Agreement, and shall have executed that executes and delivered delivers to the Depositor and the Trustee an agreement accepting such delegation and assignment, that contains containing an assumption by such Person it of the rights, powers, duties, responsibilities, rights and obligations and liabilities of the Master Servicer (other than any liabilities of the Master Servicer hereof under Section 6.03 incurred prior to before termination of the Master Servicer under Section 8.01 or as otherwise set forth herein7.01), with like effect as if originally named as a party to this Agreement; provided, provided that each Rating Agency shall have acknowledged in writing acknowledges that its rating of the Certificates in effect immediately prior to such before the assignment and delegation will not be qualified or reduced as a result of such the assignment and delegation. If the Trustee assumes the duties and responsibilities of the Master Servicer in accordance with this Section 8.02, the Trustee shall not resign as Master Servicer until a Successor Master Servicer has been appointed and has accepted such appointment. Pending appointment of a successor to the Master Servicer hereunder, the Trustee, unless the Trustee is prohibited by law from so acting, shall shall, subject to Section 3.05, act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such the successor out of payments on Mortgage Loans or otherwise as it and such the successor shall agree; provided that no . No such compensation unless agreed to by shall exceed the Certificateholders shall be in excess of that permitted the Master Servicer hereunderServicing Fee Rate. The Trustee and such the successor shall take such any action, consistent with this Agreement, as shall be necessary to effectuate any such the succession. Neither the Trustee nor any other Successor Master successor Servicer shall be deemed to be in default hereunder by reason because of any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the failure of the Master Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. The costs and expenses appointment of a successor Servicer shall not affect any liability of the predecessor Servicer that my have arisen under this Agreement before its termination as Servicer to pay any deductible under an insurance policy, to indemnify any person, or otherwise, nor shall any successor Servicer be liable for any acts or omissions of the predecessor Servicer or for any breach by the Servicer of any of its representations and warranties contained in this Agreement. In connection with the termination or resignation of the Servicer hereunder, either (i) the successor Servicer, including the Trustee if the Trustee is acting as successor Servicer, shall represent and warrant that it is a member of MERS in good standing and shall agree to comply in all material respects with the rules and procedures of MERS in connection with the termination servicing of the Master ServicerMortgage Loans that are registered with MERS, appointment of a Successor Master or (ii) the predecessor Servicer and, if applicable, any transfer of servicing, including, without limitation, all costs and expenses associated shall cooperate with the complete successor Servicer either (x) in causing MERS to execute and deliver an assignment of Mortgage in recordable form to transfer of all servicing data the Mortgage from MERS to the Trustee and the completionto execute and deliver such other notices, correction or manipulation of such servicing data documents and other instruments as may be required by necessary or desirable to effect a transfer of such Mortgage Loan or servicing of such Mortgage Loan on the Trustee MERS® System to correct the successor Servicer or (y) in causing MERS to designate on the MERS® System the successor Servicer as the servicer of such Mortgage Loan. The predecessor Servicer shall file or cause to be filed any errors or insufficiencies such assignment in the servicing data or otherwise appropriate recording office. The successor Servicer shall cause such assignment to enable the Trustee or the Successor Master Servicer to service the Mortgage Loans properly and effectively, to the extent not paid by the terminated Master Servicer, shall be payable delivered to the Trustee pursuant to Section 9.05promptly upon receipt of the original with evidence of recording thereon or a copy certified by the public recording office in which such assignment was recorded. Any successor to the Master Servicer as successor servicer under any Subservicing Agreement Servicer shall give notice to of the applicable Mortgagors of such change of servicer to the Seller and Certificate Insurer and the Mortgagors and shall, during the term of its service as successor servicer Servicer, maintain in force the policy Policy or policies that the Master Servicer is required to maintain pursuant to Section 3.086.05.

Trustee to Act; Appointment of Successor. (a) On and after the time receipt by the Master Servicer receives of a notice of termination Termination Notice pursuant to Section 8.01 hereof 10.1, the Servicer shall continue to perform all servicing functions under this Agreement until the date specified in the Termination Notice or otherwise specified by the Trustee in writing or, if no such date is specified in such Termination Notice, or otherwise specified by the Trustee, until a date mutually agreed upon by the Servicer and Trustee. The Trustee shall as promptly as possible after the giving of a Termination Notice appoint a successor servicer (the "Successor Servicer"), subject to the consent of the Letter of Credit Banks, which shall not be unreasonably withheld, and such Successor Servicer shall accept its appointment by a written assumption in a form acceptable to the Trustee. The Trustee may obtain bids from any potential successor servicer. If the Trustee is unable to obtain any bids from any potential successor servicer and JCPenney delivers an officer's certificate to the effect that it cannot in good faith cure the Servicer Default which gave rise to a transfer of servicing, then the Trustee shall automatically become offer JCPR the successor right to the Master Servicer with respect to the transactions set forth or provided for herein and after a transition period (not to exceed 90 days), shall be subject to accept retransfer of all the responsibilities, duties Receivables and liabilities relating thereto placed on JCPR may accept retransfer of all the Master Servicer by the terms and provisions hereof; provided, however that, pursuant to Article V hereof, the Trustee in its capacity as Successor Master Servicer shall be responsible for making any Advances required to be made by the Master Servicer immediately upon the termination of the Master Servicer and any such Advance shall be made on the Distribution Date on which such Advance was required to be made by the predecessor Master Servicer. Effective on the date of such notice of termination, as compensation therefor, the Trustee shall be entitled to all compensation, reimbursement of expenses and indemnification that the Master Servicer would have been entitled to if it had continued to act hereunderReceivables, provided, however, that if the long-term unsecured debt obligations of JCPenney are not rated at the time of such purchase at least Baa-3 by Moody's, no such retransfer shall occur unless JCPR shall deliver an Opinion of Counsel reasonably acceptable to the Trustee that such retransfer would not constitute a fraudulent conveyance of JCPR. The retransfer deposit amount for such a retransfer shall not be equal to the higher of the sum of, with respect to each Series (i) liable for any acts or omissions the outstanding principal balance of the Master ServicerInvestor Certificates, plus accrued interest thereon, at the Certificate Rate for each Series, through the date of retransfer and (ii) obligated the average bid price quoted by two recognized dealers for a similar security rated in the highest rating category by Moody's and Standard & Poor's and having a remaining maturity substantially similar to make Advances if it is prohibited from doing so under applicable lawthe remaining maturity of such Series. In the event that a Successor Servicer has not been appointed and has not accepted its appointment at the time when the Servicer ceases to act as Servicer, (iii) responsible for expenses of the Master Servicer pursuant to Section 2.03 or (iv) obligated to deposit losses on any Permitted Investment directed by Trustee without further action shall automatically be appointed the Master Successor Servicer. Notwithstanding the foregoingabove, the Trustee may, if it shall be unwilling to so act, or shall, if it is prohibited by applicable law from making Advances pursuant legally unable so to Article V or if it is otherwise unable to so act, appoint, or petition a court of competent jurisdiction to appoint, appoint any established mortgage loan servicing financial institution the appointment of which does not adversely affect the then current rating of the Certificates by each Rating Agency as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder. Any Successor Master Servicer shall (i) be an institution that is a Fanxxx Xxe and Frexxxx Xxc approved seller/servicer in good standing, that has having a net worth of at least not less than $15,000,000, (ii) be acceptable to 100,000,000 and whose regular business includes the Trustee (which consent shall not be unreasonably withheld) and (iii) be willing to act servicing of credit card receivables as successor servicer of any Mortgage Loans under this Agreement, and shall have executed and delivered to the Depositor and the Trustee an agreement accepting such delegation and assignment, that contains an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of the Master Servicer (other than any liabilities of the Master Servicer hereof incurred prior to termination of the Master Servicer under Section 8.01 or as otherwise set forth herein), with like effect as if originally named as a party to this Agreement, provided that each Rating Agency shall have acknowledged in writing that its rating of the Certificates in effect immediately prior to such assignment and delegation will not be qualified or reduced as a result of such assignment and delegation. If the Trustee assumes the duties and responsibilities of the Master Servicer in accordance with this Section 8.02, the Trustee shall not resign as Master Servicer until a Successor Master Servicer has been appointed and has accepted such appointment. Pending appointment of a successor to the Master Servicer hereunder, the Trustee, unless the Trustee is prohibited by law from so acting, shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on Mortgage Loans or otherwise as it and such successor shall agree; provided that no such compensation unless agreed to by the Certificateholders shall be in excess of that permitted the Master Servicer hereunder. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Neither the Trustee nor any other Successor Master Servicer shall be deemed to be in default hereunder by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the failure of the Master Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. The costs and expenses of the Trustee in connection with the termination of the Master Servicer, appointment of a Successor Master Servicer and, if applicable, any transfer of servicing, including, without limitation, all costs and expenses associated with the complete transfer of all servicing data and the completion, correction or manipulation of such servicing data as may be required by the Trustee to correct any errors or insufficiencies in the servicing data or otherwise to enable the Trustee or the Successor Master Servicer to service the Mortgage Loans properly and effectively, to the extent not paid by the terminated Master Servicer, shall be payable to the Trustee pursuant to Section 9.05. Any successor to the Master Servicer as successor servicer under any Subservicing Agreement shall give notice to the applicable Mortgagors of such change of servicer and shall, during the term of its service as successor servicer maintain in force the policy or policies that the Master Servicer is required to maintain pursuant to Section 3.08.

Trustee to Act; Appointment of Successor. On and after the time the Master Servicer receives a notice of termination pursuant to Section 8.01 hereof 7.01 hereof, the Trustee shall automatically become shall, to the extent provided in Section 3.04, be the 126 successor to the Master Servicer with respect to in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and after a transition period (not to exceed 90 days), shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof; provided, however that, hereof and applicable law including the obligation to make advances pursuant to Article V hereof, the Trustee in its capacity as Successor Master Servicer shall be responsible for making any Advances required to be made by the Master Servicer immediately upon the termination of the Master Servicer and any such Advance shall be made on the Distribution Date on which such Advance was required to be made by the predecessor Master ServicerSection 4.01. Effective on the date of such notice of termination, as As compensation therefor, the Trustee shall be entitled to all compensationfees, reimbursement of costs and expenses and indemnification relating to the Mortgage Loans that the Master Servicer would have been entitled to if it the Master Servicer had continued to act hereunder, provided, however, that the Trustee shall not be (i) liable for any acts or omissions of the Master Servicer, (ii) obligated to make Advances if it is prohibited from doing so under applicable law, (iii) responsible for expenses of the Master Servicer pursuant to Section 2.03 or (iv) obligated to deposit losses on any Permitted Investment directed by the Master Servicer. Notwithstanding the foregoing, if the Trustee has become the successor to the Master Servicer in accordance with Section 7.01 hereof, the Trustee may, if it shall be unwilling to so act, or shall, if it is prohibited by applicable law from making Advances pursuant to Article V Section 4.01 hereof or if it is otherwise unable to so act, appoint(i) appoint any established mortgage loan servicing institution reasonably acceptable to the NIM Insurer (as evidenced by the prior written consent of the NIM Insurer), or (ii) if it is unable for 60 days to appoint a successor servicer reasonably acceptable to the NIM Insurer, petition a court of competent jurisdiction to appoint, appoint any established mortgage loan servicing institution institution, the appointment of which does not adversely affect the then then-current rating of the Certificates and the NIM Insurer guaranteed notes (without giving any effect to any policy or guaranty provided by the NIM Insurer) by each Rating Agency as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder. Any Successor successor Master Servicer shall (i) be an institution that is a Fanxxx Xxe Fannie Mae and Frexxxx Xxc Freddie Mac approved seller/servicer in good standingstandinx, xxxt has beex xxxxxved by the Mortgage Insurer if required, that has a net worth of at least $15,000,000, (ii) be acceptable to the Trustee (which consent shall not be unreasonably withheld) 15,000,000 and (iii) be that is willing to act as successor servicer of any service the Mortgage Loans under this Agreement, and shall have executed executes and delivered delivers to the Depositor and the Trustee an agreement accepting such delegation and assignment, that contains an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of the Master Servicer (other than any liabilities and indemnities of the Master Servicer under Section 6.03 hereof incurred prior to termination of the Master Servicer under Section 8.01 or as otherwise set forth herein7.01), with like effect as if originally named as a party to this Agreement, ; and provided further that each Rating Agency shall have acknowledged in writing acknowledges that its rating of the Certificates in effect immediately prior to such assignment and delegation will not be qualified or reduced as a result of such assignment and delegation. If the Trustee assumes the duties and responsibilities No appointment of a successor to the Master Servicer in accordance with hereunder shall be effective until (i) the Trustee shall have consented thereto, (ii) written notice of such proposed appointment shall have been provided by the Trustee to each Certificateholder and (iii) at least 15 calendar days prior to the effective date of such appointment, (x) the Trustee shall provide written notice to the Depositor of such successor pursuant to this Section 8.027.02 and (y) such successor Master Servicer shall provide to the Depositor in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a replacement master servicer. The Trustee shall not resign as Master Servicer servicer until a Successor Master Servicer successor servicer has been appointed and has accepted such appointment. Pending appointment of a successor to the Master Servicer hereunder, the Trustee, unless the Trustee is prohibited by law from so acting, shall shall, subject to Section 3.04 hereof, act in such capacity as hereinabove herein above provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on Mortgage Loans or otherwise as it and such successor shall agree; provided that no such compensation unless agreed to by the Certificateholders shall be in excess of that permitted the Master Servicer hereunder. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Neither the Trustee nor any other Successor Master Servicer successor servicer shall be deemed to be in default hereunder by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the failure of the Master Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. The costs and expenses of the Trustee in connection with the termination of the Master Servicer, appointment of a Successor Master Servicer and, if applicable, any transfer of servicing, including, without limitation, all costs and expenses associated with the complete transfer of all servicing data and the completion, correction or manipulation of such servicing data as may be required by the Trustee to correct any errors or insufficiencies in the servicing data or otherwise to enable the Trustee or the Successor Master Servicer to service the Mortgage Loans properly and effectively, to the extent not paid by the terminated Master Servicer, shall be payable to the Trustee pursuant to Section 9.05. Any successor to the Master Servicer as successor servicer under any Subservicing Agreement shall give notice to the applicable NIM Insurer and the Mortgagors of such change of servicer and shall, during the term of its service as successor servicer maintain in force the policy or policies that the Master Servicer is required to maintain pursuant to Section 3.086.05. In connection with the termination or resignation of the Master Servicer hereunder, either (i) the successor Master Servicer, including the Trustee if the Trustee is acting as successor Master Servicer, shall represent and warrant that it is a member of MERS in good standing and shall agree to comply in all material respects with the rules and procedures of MERS in connection with the servicing of the Mortgage Loans that are registered with MERS, or (ii) the predecessor Master Servicer shall cooperate with the successor Master Servicer in causing MERS to execute and deliver an assignment of Mortgage in recordable form to transfer the Mortgage from MERS to the Trustee and to execute and deliver such other notices, documents and other instruments as may be necessary or desirable to effect a transfer of such Mortgage Loan or servicing of such Mortgage Loan on the MERS(R) System to the successor Master Servicer. The predecessor Master Servicer shall file or cause to be filed any such assignment in the appropriate recording office. The successor Master Servicer shall cause such assignment to be delivered to the Co-Trustee promptly upon receipt of the original with evidence of recording thereon or a copy certified by the public recording office in which such assignment was recorded.

Trustee to Act; Appointment of Successor. On and after the time the Master Servicer receives a notice of termination pursuant to Section 8.01 hereof 7.01 hereof, the Trustee shall automatically become shall, to the extent provided in Section 3.04, be the successor to the Master Servicer with respect to in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and after a transition period (not to exceed 90 days), shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof; provided, however that, hereof and applicable law including the obligation to make advances pursuant to Article V hereof, the Trustee in its capacity as Successor Master Servicer shall be responsible for making any Advances required to be made by the Master Servicer immediately upon the termination of the Master Servicer and any such Advance shall be made on the Distribution Date on which such Advance was required to be made by the predecessor Master ServicerSection 4.01. Effective on the date of such notice of termination, as As compensation therefor, the Trustee shall be entitled to all compensationfees, reimbursement of costs and expenses and indemnification relating to the Mortgage Loans that the Master Servicer would have been entitled to if it the Master Servicer had continued to act hereunder, provided, however, that the Trustee shall not be (i) liable for any acts or omissions of the Master Servicer, (ii) obligated to make Advances if it is prohibited from doing so under applicable law, (iii) responsible for expenses of the Master Servicer pursuant to Section 2.03 or (iv) obligated to deposit losses on any Permitted Investment directed by the Master Servicer. Notwithstanding the foregoing, if the Trustee has become the successor to the Master Servicer in accordance with Section 7.01 hereof, the Trustee may, if it shall be unwilling to so act, or shall, if it is prohibited by applicable law from making Advances pursuant to Article V Section 4.01 hereof or if it is otherwise unable to so act, appoint(i) appoint any established mortgage loan servicing institution reasonably acceptable to the NIM Insurer (as evidenced by the prior written consent of the NIM Insurer), or (ii) if it is unable for 60 days to appoint a successor servicer reasonably acceptable to the NIM Insurer, petition a court of competent jurisdiction to appoint, appoint any established mortgage loan servicing institution institution, the appointment of which does not adversely affect the then current rating of the Certificates and the NIM Insurer guaranteed notes (without giving effect to any policy or guaranty provided by the NIM Insurer) by each Rating Agency as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder. Any Successor successor Master Servicer shall (i) be an institution that is a Fanxxx Xxe Fannie Mae and Frexxxx Xxc Freddie Mac approvex xxxxex/xervicxx xx xood standing, that has been approved seller/servicer in good standingby the Mortgage Insurer if required, that has a net worth of at least $15,000,000, (ii) be acceptable to the Trustee (which consent shall not be unreasonably withheld) 15,000,000 and (iii) be that is willing to act as successor servicer of any service the Mortgage Loans under this Agreement, and shall have executed executes and delivered delivers to the Depositor and the Trustee an agreement accepting such delegation and assignment, that contains an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of the Master Servicer (other than any liabilities and indemnities of the Master Servicer under Section 6.03 hereof incurred prior to termination of the Master Servicer under Section 8.01 or as otherwise set forth herein7.01), with like effect as if originally named as a party to this Agreement, ; and provided further that each Rating Agency shall have acknowledged in writing acknowledges that its rating of the Certificates in effect immediately prior to such assignment and delegation will not be qualified or reduced as a result of such assignment and delegation. If the Trustee assumes the duties and responsibilities No appointment of a successor to the Master Servicer in accordance with this Section 8.02hereunder shall be effective until the Trustee shall have consented thereto, and written notice of such proposed appointment shall have been provided by the Trustee to each Certificateholder. The Trustee shall not resign as Master Servicer servicer until a Successor Master Servicer successor servicer has been appointed and has accepted such appointment. Pending appointment of a successor to the Master Servicer hereunder, the Trustee, unless the Trustee is prohibited by law from so acting, shall shall, subject to Section 3.04 hereof, act in such capacity as hereinabove herein above provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on Mortgage Loans or otherwise as it and such successor shall agree; provided that no such compensation unless agreed to by the Certificateholders shall be in excess of that permitted the Master Servicer hereunder. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Neither the Trustee nor any other Successor Master Servicer successor servicer shall be deemed to be in default hereunder by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case 117 caused by the failure of the Master Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. The costs and expenses of the Trustee in connection with the termination of the Master Servicer, appointment of a Successor Master Servicer and, if applicable, any transfer of servicing, including, without limitation, all costs and expenses associated with the complete transfer of all servicing data and the completion, correction or manipulation of such servicing data as may be required by the Trustee to correct any errors or insufficiencies in the servicing data or otherwise to enable the Trustee or the Successor Master Servicer to service the Mortgage Loans properly and effectively, to the extent not paid by the terminated Master Servicer, shall be payable to the Trustee pursuant to Section 9.05. Any successor to the Master Servicer as successor servicer under any Subservicing Agreement shall give notice to the applicable NIM Insurer and the Mortgagors of such change of servicer and shall, during the term of its service as successor servicer maintain in force the policy or policies that the Master Servicer is required to maintain pursuant to Section 3.086.05. In connection with the termination or resignation of the Master Servicer hereunder, either (i) the successor Master Servicer, including the Trustee if the Trustee is acting as successor Master Servicer, shall represent and warrant that it is a member of MERS in good standing and shall agree to comply in all material respects with the rules and procedures of MERS in connection with the servicing of the Mortgage Loans that are registered with MERS, or (ii) the predecessor Master Servicer shall cooperate with the successor Master Servicer in causing MERS to execute and deliver an assignment of Mortgage in recordable form to transfer the Mortgage from MERS to the Trustee and to execute and deliver such other notices, documents and other instruments as may be necessary or desirable to effect a transfer of such Mortgage Loan or servicing of such Mortgage Loan on the MERS(R) System to the successor Master Servicer. The predecessor Master Servicer shall file or cause to be filed any such assignment in the appropriate recording office. The successor Master Servicer shall cause such assignment to be delivered to the Co-Trustee promptly upon receipt of the original with evidence of recording thereon or a copy certified by the public recording office in which such assignment was recorded.

Trustee to Act; Appointment of Successor. (a)(1) On and after the time the Master Servicer receives a notice of termination pursuant to Section 8.01 hereof termination, the Trustee shall automatically become be the successor in all respects to the Master Servicer with respect to in its capacity as Master Servicer under this Agreement and the transactions set forth or provided for herein herein, and after a transition period (not to exceed 90 days), shall be subject to all the responsibilities, duties and liabilities relating thereto placed on and arising thereafter shall be assumed by the Trustee (except for any representations or warranties of the Master Servicer under this Agreement, the responsibilities, duties and liabilities contained in Section 2.05 and the obligation to deposit amounts in respect of losses pursuant to Section 3.12) by the terms and provisions hereofhereof including, without limitation, the Master Servicer's obligations to make P&I Advances pursuant to Section 4.03; provided, however thathowever, that if the Trustee is prohibited by law or regulation from obligating itself to make advances regarding delinquent mortgage loans, then the Trustee shall not be obligated to make P&I Advances pursuant to Article V hereofSection 4.03; and provided further, the Trustee in its capacity as Successor Master Servicer shall be responsible for making that any Advances required failure to be made perform such duties or responsibilities caused by the Master Servicer immediately upon Servicer's failure to provide information required by Section 7.01 shall not be considered a default by the termination of Trustee as successor to the Master Servicer and any such Advance shall be made on the Distribution Date on which such Advance was required to be made by the predecessor Master Servicerhereunder. Effective on the date of such notice of termination, as As compensation therefor, the Trustee shall be entitled to the Servicing Fee and all compensation, reimbursement of expenses and indemnification that funds relating to the Mortgage Loans to which the Master Servicer would have been entitled to if it had continued to act hereunder, provided, however, that the Trustee shall not be (i) liable for any acts or omissions of the Master Servicer, (ii) obligated to make Advances if it is prohibited from doing so under applicable law, (iii) responsible for expenses of the Master Servicer pursuant to Section 2.03 or (iv) obligated to deposit losses on any Permitted Investment directed by the Master Servicer. Notwithstanding the foregoingabove and subject to Section 7.02(a)(2) below, the Trustee may, if it shall be unwilling to so act, or shall, if it is prohibited by applicable law from making Advances pursuant unable to Article V so act or if it is otherwise unable prohibited by law from making advances regarding delinquent mortgage loans or if the Holders of Certificates entitled to at least 51% of the Voting Rights so actrequest in writing to the Trustee, appoint, promptly appoint or petition a court of competent jurisdiction to appoint, any an established mortgage loan servicing institution the appointment of which does not adversely affect the then current rating of the Certificates by acceptable to each Rating Agency and having a net worth of not less than $15,000,000, as the successor to the Master Servicer hereunder under this Agreement in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder. Any Successor Master Servicer shall (i) be an institution that is a Fanxxx Xxe and Frexxxx Xxc approved seller/servicer in good standing, that has a net worth of at least $15,000,000, (ii) be acceptable to the Trustee (which consent shall not be unreasonably withheld) and (iii) be willing to act as successor servicer of any Mortgage Loans under this Agreement, and . The Trustee or other successor master servicer shall have executed and delivered be entitled to the Depositor and the Trustee an agreement accepting such delegation and assignment, that contains an assumption be reimbursed by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of the Master Servicer (other than any liabilities of or by the Trust Fund if the Master Servicer hereof incurred prior is unable to termination of the Master Servicer under Section 8.01 or as otherwise set forth herein), with like effect as if originally named as a party to this Agreement, provided that each Rating Agency shall have acknowledged in writing that fulfill its rating of the Certificates in effect immediately prior to such assignment and delegation will not be qualified or reduced as a result of such assignment and delegation. If the Trustee assumes the duties and responsibilities of the Master Servicer in accordance with this Section 8.02, the Trustee shall not resign as Master Servicer until a Successor Master Servicer has been appointed and has accepted such appointment. Pending appointment of a successor to the Master Servicer obligations hereunder, the Trustee, unless the Trustee is prohibited by law from so acting, shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements ) for the compensation of such successor out of payments on Mortgage Loans or otherwise as it and such successor shall agree; provided that no such compensation unless agreed to by the Certificateholders shall be in excess of that permitted the Master Servicer hereunder. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Neither the Trustee nor any other Successor Master Servicer shall be deemed to be in default hereunder by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the failure of the Master Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. The all costs and expenses of the Trustee in connection associated with the termination of the Master Servicer, appointment of a Successor Master Servicer and, if applicable, any transfer of servicingservicing from the predecessor master servicer, including, including without limitation, all any costs and or expenses associated with the complete transfer of all servicing data and the completion, correction or manipulation of such servicing data as may be required by the Trustee to correct any errors or insufficiencies in the servicing data or otherwise to enable the Trustee or the Successor Master Servicer to service the Mortgage Loans properly and effectively, to the extent not paid by the terminated Master Servicer, shall be payable to the Trustee pursuant to Section 9.05. Any successor to the Master Servicer as successor servicer under any Subservicing Agreement shall give notice to the applicable Mortgagors of such change of servicer and shall, during the term of its service as successor servicer maintain in force the policy or policies that the Master Servicer is required to maintain pursuant to Section 3.08.

Trustee to Act; Appointment of Successor. On and after the time the Master a Servicer receives a notice of termination pursuant to Section 8.01 hereof 7.01 of this Agreement, the Trustee shall automatically become shall, subject to and to the extent provided herein, be the successor to the Master Servicer with respect to a Servicer, but only in its capacity as servicer under this Agreement, and not in any other, and the transactions set forth or provided for herein and after a transition period (not to exceed 90 days), shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Master a Servicer by the terms and provisions hereof; provided, however that, hereof and applicable law including the obligation to make Advances pursuant to Article V hereof, the Trustee in its capacity as Successor Master Servicer shall be responsible for making any Advances required to be made by the Master Servicer immediately upon the termination of the Master Servicer and any such Advance shall be made on the Distribution Date on which such Advance was required to be made by the predecessor Master ServicerSection 4.01. Effective on the date of such notice of termination, as As compensation therefor, the Trustee shall be entitled to all compensation, reimbursement of expenses and indemnification funds relating to the related Mortgage Loans that the Master Servicer would have been entitled to if it had continued charge to act hereundera Collection Account, provided, however, provided that the Trustee terminated Servicer shall not nonetheless be (ientitled to payment or reimbursement as provided in Section 3.09(a) liable for any acts to the extent that such payment or omissions reimbursement relates to the period prior to termination of the Master Servicer, (ii) obligated to make Advances if it is prohibited from doing so under applicable law, (iii) responsible for expenses of the Master Servicer pursuant to Section 2.03 or (iv) obligated to deposit losses on any Permitted Investment directed by the Master Servicer. Notwithstanding the foregoing, if the Trustee has become the successor to a Servicer in accordance with Section 7.01, the Trustee may, if it shall be unwilling to so act, or shall, if it is prohibited by applicable law from making Advances pursuant to Article V 4.01 hereof, or if it is otherwise unable to so act, appoint, or petition a court of competent jurisdiction to appoint, any established mortgage loan servicing institution the appointment of which does not adversely affect the then current rating of the Certificates by each Rating Agency Agency, as the successor to the Master such Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder. Any Successor Master successor to a Servicer shall (i) be an institution that which is a Fanxxx Xxe and Frexxxx Xxc FNMA or FHLMC approved seller/servicer in good standing, that which has a net worth of at least $15,000,00010,000,000, (ii) be acceptable to the Trustee (which consent shall not be unreasonably withheld) and (iii) be is willing to act as successor servicer of any service the related Mortgage Loans under this Agreement, and shall have executed which executes and delivered delivers to the Depositor and the Trustee an agreement accepting such delegation and assignment, that contains containing an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of the Master such Servicer (other than any liabilities of the Master Servicer under Section 6.03 hereof incurred prior to termination of the Master Servicer under Section 8.01 or as otherwise set forth herein7.01 hereunder), with like effect as if originally named as a party to this Agreement, ; provided that each Rating Agency shall have acknowledged in writing acknowledges that its rating of the Certificates in effect immediately prior to such assignment and delegation will not be qualified or reduced as a result of such assignment and delegation. If the Trustee assumes the duties and responsibilities of the Master Servicer in accordance with this Section 8.02, the Trustee shall not resign as Master Servicer until a Successor Master Servicer has been appointed and has accepted such appointment. Pending appointment of a successor to the Master a Servicer hereunder, the Trustee, unless the Trustee is prohibited by law from so acting, shall shall, subject to the limitations described herein, act in such capacity as hereinabove provided. In connection with such 110 appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on the related Mortgage Loans or otherwise as it and such successor shall agree; provided provided, however, that no such compensation unless agreed to by the Certificateholders shall be in excess of that permitted the Master Servicer hereunderServicing Fee. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Neither the Trustee nor any other Successor Master Servicer successor servicer shall be deemed to be in default hereunder by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the failure of the Master Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. The costs and expenses of the Trustee in connection with the termination of the Master Servicer, appointment of a Successor Master Servicer and, if applicable, any transfer of servicing, including, without limitation, all costs and expenses associated with the complete transfer of all servicing data and the completion, correction or manipulation of such servicing data as may be required by the Trustee to correct any errors or insufficiencies in the servicing data or otherwise to enable the Trustee or the Successor Master Servicer to service the Mortgage Loans properly and effectively, to the extent not paid by the terminated Master Servicer, shall be payable to the Trustee pursuant to Section 9.05. Any successor to the Master a Servicer as successor servicer under any Subservicing Agreement shall give notice to the applicable Mortgagors of such change of servicer and shall, during the term of its service as successor servicer servicer, maintain in force the policy or policies that the Master Servicer is required to maintain pursuant to Section 3.08this Agreement.

Trustee to Act; Appointment of Successor. On and after the time the Master Servicer receives a notice of termination pursuant to Section 8.01 hereof 7.01 hereof, the Trustee shall automatically become shall, to the extent provided in Section 3.04, be the successor to the Master Servicer with respect to in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and after a transition period (not to exceed 90 days), shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof; provided, however that, hereof and applicable law including the obligation to make advances pursuant to Article V hereof, the Trustee in its capacity as Successor Master Servicer shall be responsible for making any Advances required to be made by the Master Servicer immediately upon the termination of the Master Servicer and any such Advance shall be made on the Distribution Date on which such Advance was required to be made by the predecessor Master ServicerSection 4.01. Effective on the date of such notice of termination, as As compensation therefor, subject to the last paragraph of Section 7.01, the Trustee shall be entitled to all compensationfees, compensation and reimbursement of for costs and expenses and indemnification that the Master Servicer would have been entitled to hereunder if it the Servicer had continued to act hereunder, provided, however, that the Trustee shall not be (i) liable for any acts or omissions of the Master Servicer, (ii) obligated to make Advances if it is prohibited from doing so under applicable law, (iii) responsible for expenses of the Master Servicer pursuant to Section 2.03 or (iv) obligated to deposit losses on any Permitted Investment directed by the Master Servicer. Notwithstanding the foregoing, if the Trustee has become the successor to the Servicer in accordance with Section 7.01 hereof, the Trustee may, if it shall be unwilling to so act, or shall, if it is prohibited by applicable law from making Advances pursuant to Article V Section 4.01 hereof or if it is otherwise unable to so act, appoint, or petition a court of competent jurisdiction to appoint, any established mortgage loan servicing institution the appointment of which and does not adversely affect the then current rating of the Certificates by each Rating Agency as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder. Any Successor Master successor Servicer shall (i) be an institution that is acceptable to the NIMs Insurer and the Class A Certificate Insurer and is a Fanxxx Xxe Xxxxxx Xxx and Frexxxx Xxc Freddie Mac approved seller/servicer in good standing, that has a net worth of at least $15,000,000, (ii) be acceptable to the Trustee (which consent shall not be unreasonably withheld) and (iii) be that is willing to act as successor servicer of any service the Mortgage Loans under this Agreement, and shall have executed executes and delivered delivers to the Depositor and the Trustee an agreement accepting such delegation and assignment, that contains an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of the Master Servicer (other than any liabilities of the Master Servicer under Section 6.03 hereof incurred prior to termination of the Master Servicer under Section 8.01 or as otherwise set forth herein7.01), with like effect as if originally named as a party to this Agreement, ; and provided further that each Rating Agency shall have acknowledged in writing acknowledges that its rating of the Certificates in effect immediately prior to such assignment and delegation will not be qualified or reduced as a result of such assignment and delegation. If No appointment of a successor to the Servicer hereunder shall be effective until the Trustee assumes the duties and responsibilities shall have consented thereto, prior written consent of the Master Servicer in accordance with this Section 8.02, NIMs Insurer and the Class A Certificate Insurer is obtained and written notice of such proposed appointment shall have been provided by the Trustee to each Certificateholder. Any purported appointment of a successor servicer without the prior written consent of the Class A Certificate Insurer shall be void ab initio. The Trustee shall not resign as Master Servicer servicer until a Successor Master Servicer successor servicer has been appointed and has accepted such appointment. Pending appointment of a successor to the Master Servicer hereunder, the Trustee, unless the Trustee is prohibited by law from so acting, shall shall, subject to Section 3.04 hereof, act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on Mortgage Loans or otherwise as it and such successor shall agree; provided provided, however, that no such compensation unless agreed to by the Certificateholders shall be in excess of that permitted the Master Servicer hereunder. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Neither the Trustee nor any other Successor Master Servicer successor servicer shall be deemed to be in default hereunder by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the failure of the Master Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. The costs and expenses of the Trustee in connection with the termination of the Master Servicer, appointment of a Successor Master Servicer and, if applicable, any transfer of servicing, including, without limitation, all costs and expenses associated with the complete transfer of all servicing data and the completion, correction or manipulation of such servicing data as may be required by the Trustee to correct any errors or insufficiencies in the servicing data or otherwise to enable the Trustee or the Successor Master Servicer to service the Mortgage Loans properly and effectively, to the extent not paid by the terminated Master Servicer, shall be payable to the Trustee pursuant to Section 9.05. Any successor to the Master Servicer as successor servicer under any Subservicing Agreement shall give notice to the applicable Mortgagors of such change of servicer and shall, during the term of its service as successor servicer maintain in force the policy or policies that the Master Servicer is required to maintain pursuant to Section 3.086.05.

Trustee to Act; Appointment of Successor. On and after the time the Master Servicer receives a notice of termination pursuant to Section 8.01 hereof termination, the Trustee shall automatically become be the successor in all respects to the Master Servicer with respect to (and, if applicable, the Securities Administrator) in its capacity as Master Servicer (and, if applicable, the Securities Administrator) under this Agreement and the transactions set forth or provided for herein herein, and after a transition period (not to exceed 90 days), shall be subject to all the responsibilities, duties and liabilities relating thereto placed on and arising thereafter shall be assumed by the Trustee (except for any representations or warranties of the Master Servicer under this Agreement, the responsibilities, duties and liabilities contained in Section 2.03 and the obligation to deposit amounts in respect of losses pursuant to Section 3.23(c)) by the terms and provisions hereofhereof including, without limitation, the Master Servicer’s obligations to make Advances no later than each Distribution Date pursuant to Section 4.04; provided, however thathowever, that if the Trustee is prohibited by law or regulation from obligating itself to make advances regarding delinquent mortgage loans, or if the Trustee determines that such advance would constitute a Non-Recoverable Advance, then the Trustee shall not be obligated to make Advances pursuant to Article V hereofSection 4.04; and provided, the Trustee in its capacity as Successor Master Servicer shall be responsible for making further, that any Advances required failure to be made perform such duties or responsibilities caused by the Master Servicer immediately upon Servicer’s failure to provide information required by Section 7.01 shall not be considered a default by the termination of Trustee as successor to the Master Servicer hereunder and neither the Trustee nor any such Advance other successor master servicer shall be made on liable for any acts or omissions of the Distribution Date on which such Advance was required to be made by the predecessor Master Servicerterminated master servicer. Effective on the date of such notice of termination, as As compensation therefor, the Trustee shall be entitled to all compensationfunds relating to the Loans, reimbursement of expenses investment earnings on the Distribution Account and indemnification that all other remuneration to which the Master Servicer would have been entitled to if it had continued to act hereunder, provided, however, that the Trustee shall not be (i) liable for any acts or omissions of the Master Servicer, (ii) obligated to make Advances if it is prohibited from doing so under applicable law, (iii) responsible for expenses of the Master Servicer pursuant to Section 2.03 or (iv) obligated to deposit losses on any Permitted Investment directed by the Master Servicer. Notwithstanding the foregoingabove and subject to the immediately following paragraph, the Trustee may, if it shall be unwilling to so act, or shall, if it is prohibited by applicable law from making Advances pursuant unable to Article V so act or if it is otherwise unable to prohibited by law from making advances regarding delinquent mortgage loans or if the Holders of Certificates evidencing, in aggregate, not less than 51% of the Certificate Principal Balance of the Certificates so act, appoint, request in writing promptly appoint or petition a court of competent jurisdiction to appoint, any an established mortgage loan servicing institution the appointment of which does not adversely affect the then current rating of the Certificates by acceptable to each Rating Agency and the Insurer and having a net worth of not less than $25,000,000, as the successor to the Master Servicer hereunder under this Agreement in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder. Any Successor Master Servicer shall (i) be an institution that is a Fanxxx Xxe and Frexxxx Xxc approved seller/servicer in good standing, that has a net worth of at least $15,000,000, (ii) be acceptable to the Trustee (which consent shall not be unreasonably withheld) and (iii) be willing to act as successor servicer of any Mortgage Loans under this Agreement, and shall have executed and delivered to the Depositor and the Trustee an agreement accepting such delegation and assignment, that contains an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of the Master Servicer (other than any liabilities of the Master Servicer hereof incurred prior to termination of the Master Servicer under Section 8.01 or as otherwise set forth herein), with like effect as if originally named as a party to this Agreement, provided that each Rating Agency shall have acknowledged in writing that its rating of the Certificates in effect immediately prior to such assignment and delegation will not be qualified or reduced as a result of such assignment and delegation. If the Trustee assumes the duties and responsibilities of the Master Servicer in accordance with this Section 8.02, the Trustee shall not resign as Master Servicer until a Successor Master Servicer has been appointed and has accepted such appointment. Pending No appointment of a successor to the Master Servicer hereunder(and, if applicable, the TrusteeSecurities Administrator) under this Agreement shall be effective until the assumption by the successor of all of the Master Servicer’s (and, unless if applicable, the Trustee is prohibited by law from so actingSecurities Administrator’s) responsibilities, shall act in such capacity as hereinabove providedduties and liabilities hereunder. In connection with such appointment and assumptionassumption described herein, the Trustee may make such arrangements for the compensation of such successor out of payments on Mortgage Loans or otherwise as it and such successor shall agree; provided provided, however, that no such compensation unless agreed to by the Certificateholders shall be in excess of that permitted the Master Servicer (and, if applicable, the Securities Administrator) as such hereunder. The Depositor, the Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Neither the Trustee nor any other Successor Master Servicer shall be deemed Pending appointment of a successor to be in default hereunder by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the failure of the Master Servicer to deliver or provide(and, or any delay if applicable, the Securities Administrator) under this Agreement, the Trustee shall act in delivering or providing, any cash, information, documents or records to itsuch capacity as hereinabove provided. The transition costs and expenses of incurred by the Trustee in connection with the termination replacement of the Master Servicer, appointment of a Successor Master Servicer (and, if applicable, the Securities Administrator) shall be reimbursed out of the Trust. Notwithstanding anything herein to the contrary, in no event shall the Trustee, in its individual capacity, be liable for any transfer Servicing Fee or Master Servicing Fee or for any differential in the amount of servicing, including, without limitation, all costs and expenses associated with the complete transfer of all servicing data Servicing Fee or Master Servicing Fee paid hereunder or under the applicable Servicing Agreement and the completion, correction amount necessary to induce any successor servicer or manipulation of such servicing data as may be required by the Trustee successor master servicer to correct any errors or insufficiencies in the servicing data or otherwise to enable the Trustee or the Successor Master Servicer to service the Mortgage Loans properly and effectively, to the extent not paid by the terminated Master Servicer, shall be payable to the Trustee pursuant to Section 9.05. Any successor to the Master Servicer act as successor servicer or successor master servicer, as applicable, under any Subservicing this Agreement shall give notice to or the applicable Mortgagors of such change of servicer Servicing Agreement and shall, during the term of its service as successor servicer maintain transactions set forth or provided for herein or in force the policy or policies that the Master Servicer is required to maintain pursuant to Section 3.08applicable Servicing Agreement.

Trustee to Act; Appointment of Successor. On and after the time the Master Servicer receives a notice of termination pursuant to Section 8.01 hereof 7.01 hereof, the Trustee shall automatically become shall, to the extent provided in Section 3.04, be the successor to the Master Servicer with respect to in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and after a transition period (not to exceed 90 days), shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof; provided, however that, hereof and applicable law including the obligation to make advances pursuant to Article V hereof, the Trustee in its capacity as Successor Master Servicer shall be responsible for making any Advances required to be made by the Master Servicer immediately upon the termination of the Master Servicer and any such Advance shall be made on the Distribution Date on which such Advance was required to be made by the predecessor Master ServicerSection 4.01. Effective on the date of such notice of termination, as As compensation therefor, subject to the last paragraph of Section 7.01, the Trustee shall be entitled to all compensationfees, compensation and reimbursement of for costs and expenses and indemnification relating to the Mortgage Loans that the Master Servicer would have been entitled to hereunder if it the Servicer had continued to act hereunder, provided, however, that the Trustee shall not be (i) liable for any acts or omissions of the Master Servicer, (ii) obligated to make Advances if it is prohibited from doing so under applicable law, (iii) responsible for expenses of the Master Servicer pursuant to Section 2.03 or (iv) obligated to deposit losses on any Permitted Investment directed by the Master Servicer. Notwithstanding the foregoing, if the Trustee has become the successor to the Servicer in accordance with Section 7.01 hereof, the Trustee may, if it shall be unwilling to so act, or shall, if it is prohibited by applicable law from making Advances pursuant to Article V Section 4.01 hereof or if it is otherwise unable to so act, appoint, or petition a court of competent jurisdiction to appoint, any established mortgage loan servicing institution the appointment of which successor shall be approved by the NIMs Insurer and which does not adversely affect the then current rating of the Certificates by each Rating Agency as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder. Any Successor Master successor Servicer shall (i) be an institution that is acceptable to the NIMs Insurer and is a Fanxxx Xxe Fannie Mae and Frexxxx Xxc Freddie Mac approved seller/servicer in good standing, that has a xxxx xax x net worth of xxxxx xf at least $15,000,000, (ii) be acceptable to the Trustee (which consent shall not be unreasonably withheld) and (iii) be that is willing to act as successor servicer of any service the Mortgage Loans under this Agreement, and shall have executed executes and delivered delivers to the Depositor and the Trustee an agreement accepting such delegation and assignment, that contains an assumption by such Person of the rights, powers, duties, 132 responsibilities, obligations and liabilities of the Master Servicer (other than any liabilities of the Master Servicer under Section 6.03 hereof incurred prior to termination of the Master Servicer under Section 8.01 or as otherwise set forth herein7.01), with like effect as if originally named as a party to this Agreement, ; and provided further that each Rating Agency shall have acknowledged in writing acknowledges that its rating of the Certificates in effect immediately prior to such assignment and delegation will not be qualified or reduced as a result of such assignment and delegation. If No appointment of a successor to the Servicer hereunder shall be effective until the Trustee assumes the duties and responsibilities shall have consented thereto, prior written consent of the Master Servicer NIMs Insurer is obtained (provided, that such prior written consent shall not be required in accordance with this Section 8.02, the event that the Servicing Rights Pledgee or its designee is so appointed as successor servicer) and written notice of such proposed appointment shall have been provided by the Trustee to each Certificateholder. The Trustee shall not resign as Master Servicer servicer until a Successor Master Servicer successor servicer has been appointed and has accepted such appointment. Pending appointment of a successor to the Master Servicer hereunder, the Trustee, unless the Trustee is prohibited by law from so acting, shall shall, subject to Section 3.04 hereof, act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on Mortgage Loans or otherwise as it and such successor shall agree; provided provided, however, that no such compensation unless agreed to by the Certificateholders shall be in excess of that permitted the Master Servicer hereunder. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Neither the Trustee nor any other Successor Master Servicer successor servicer shall be deemed to be in default hereunder by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the failure of the Master Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. The costs and expenses of the Trustee in connection with the termination of the Master Servicer, appointment of a Successor Master Servicer and, if applicable, any transfer of servicing, including, without limitation, all costs and expenses associated with the complete transfer of all servicing data and the completion, correction or manipulation of such servicing data as may be required by the Trustee to correct any errors or insufficiencies in the servicing data or otherwise to enable the Trustee or the Successor Master Servicer to service the Mortgage Loans properly and effectively, to the extent not paid by the terminated Master Servicer, shall be payable to the Trustee pursuant to Section 9.05. Any successor to the Master Servicer as successor servicer under any Subservicing Agreement shall give notice to the applicable Mortgagors of such change of servicer and shall, during the term of its service as successor servicer maintain in force the policy or policies that the Master Servicer is required to maintain pursuant to Section 3.086.05. In the event that the Servicer shall for any reason no longer be the Servicer hereunder (including by reason of any Event of Default), notwithstanding anything to the contrary above or anything to the contrary which may be set forth in Section 3.04, the Trustee, the Depositor and the NIMS Insurer hereby agree that within ten Business Days of delivery to the Trustee by the Servicing Rights Pledgee of a letter signed by the Servicer whereby the Servicer shall resign as Servicer under this Agreement, or within ten days of Trustee's termination of the Servicer pursuant to Section 7.01 or 7.02, the Servicing Rights Pledgee or its designee shall be appointed as successor servicer; provided that at the time of such appointment (i) the Servicing Rights Pledgee or such designee meets the requirements of a successor servicer set forth above in this Section 7.02 (provided that the consent and approval of the Trustee, the Depositor and the NIMs Insurer shall be deemed to have been given to the Servicing Rights Pledgee or its designee, and the Servicing Rights Pledgee and its designee are hereby agreed to be acceptable to the Trustee, the Depositor and the NIMs Insurer) and (ii) the Servicing Rights Pledgee or such designee agrees to be subject to the terms of this Agreement.

Trustee to Act; Appointment of Successor. On and after the time the Master a Servicer receives a notice of termination pursuant to Section 8.01 hereof 7.01 of this Agreement, the Trustee or a successor servicer appointed pursuant to Section 7.01, subject to and to the extent provided herein, either shall automatically become be the successor to the Master Servicer with respect to a Servicer, but only in its capacity as servicer under this Agreement, respectively, and not in any other, and the transactions set forth herein or provided for herein shall appoint a successor servicer, and after a transition period (not to exceed 90 days), in either event such successor servicer shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Master such Servicer by the terms and provisions hereof; provided, however that, hereof and applicable law including the obligation to make Advances pursuant to Article V hereof, the Trustee in its capacity as Successor Master Servicer shall be responsible for making any Advances required to be made by the Master Servicer immediately upon the termination of the Master Servicer and any such Advance shall be made on the Distribution Date on which such Advance was required to be made by the predecessor Master ServicerSection 4.01. Effective on the date of such notice of termination, as As compensation therefor, the Trustee successor servicer shall be entitled to all compensation, reimbursement of expenses and indemnification funds relating to the related Mortgage Loans that the Master terminated Servicer would have been entitled to if it had continued charge to act hereundera Collection Account, provided, however, provided that the Trustee terminated Servicer shall not nonetheless be (ientitled to payment or reimbursement as provided in Section 3.09(a) liable for any acts to the extent that such payment or omissions reimbursement relates to the period prior to the completion of the Master Servicer, (ii) obligated transfer of servicing to make Advances if it is prohibited from doing so under applicable law, (iii) responsible for expenses of the Master Servicer pursuant to Section 2.03 or (iv) obligated to deposit losses on any Permitted Investment directed by the Master Servicera successor servicer. Notwithstanding the foregoing, if the Trustee has become the successor to the terminated Servicer in accordance with Section 7.01, the Trustee may, if it shall be unwilling to so act, or shall, if it is prohibited by applicable law from making Advances pursuant to Article V 4.01 hereof, or if it is otherwise unable to so act, appoint, or petition a court of competent jurisdiction to appoint, any established mortgage loan servicing institution the appointment of which does not adversely affect the then current rating of the Certificates by each Rating Agency Agency, as the successor to the Master terminated Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master such Servicer hereunder. Any Successor Master successor to a Servicer shall (i) be an institution that which is a Fanxxx Xxe and Frexxxx Xxc FNMA or FHLMC approved seller/servicer in good standing, that which has a net worth of at least $15,000,00010,000,000, (ii) be acceptable to the Trustee (which consent shall not be unreasonably withheld) and (iii) be is willing to act as successor servicer of any service the related Mortgage Loans under this Agreement, and shall have executed which executes and delivered delivers to the Depositor and the Trustee an agreement accepting such delegation and assignment, that contains containing an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of the Master such Servicer (other than any liabilities of the Master that Servicer under Section 6.03 hereof incurred prior to termination of the Master a Servicer under Section 8.01 or as otherwise set forth herein7.01 hereunder), with like effect as if originally named as a party to this Agreement, ; provided that each Rating Agency shall have acknowledged in writing acknowledges that its rating of the Certificates in effect immediately prior to such assignment and delegation will not be qualified or reduced as a result of such assignment and delegation. If the Trustee assumes the duties and responsibilities Any successor servicer appointed by DLJMC shall be rated as a servicer of the Master Servicer in accordance with this Section 8.02, the Trustee shall not resign subprime mortgage loans as Master Servicer until “average” (or its equivalent) or better by each Rating Agency that maintains a Successor Master Servicer has been appointed and has accepted such appointmentservicer rating system. Pending appointment of a successor to the Master a Servicer hereunder, the Trustee, Trustee or other successor servicer unless the Trustee such entity is prohibited by law from so acting, shall shall, subject to the limitations described herein, act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on the related Mortgage Loans or otherwise as it and such successor shall agree; provided provided, however, that no such compensation unless agreed to by the Certificateholders shall be in excess of a servicing fee rate of 0.50% per annum. To the extent that permitted the Master Servicer hereundercompensation of any successor to WFBNA is calculated using a rate exceeding the then-current rate used to calculate the WFBNA Servicing Fee Rate (as defined in the WFBNA Servicing Agreement), each Holder of a Class A-IO-S Certificate hereby agrees to a decrease in the Excess Servicing Fee Rate in an amount equal to such excess. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Neither the Trustee nor any other Successor Master Servicer successor servicer shall be deemed to be in default hereunder by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the failure of the Master terminated Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. The costs and expenses of the Trustee in connection with the termination of the Master Servicer, appointment of a Successor Master Servicer and, if applicable, any transfer of servicing, including, without limitation, all costs and expenses associated with the complete transfer of all servicing data and the completion, correction or manipulation of such servicing data as may be required by the Trustee to correct any errors or insufficiencies in the servicing data or otherwise to enable the Trustee or the Successor Master Servicer to service the Mortgage Loans properly and effectively, to the extent not paid by the terminated Master Servicer, shall be payable to the Trustee pursuant to Section 9.05. Any successor to the Master a Servicer as successor servicer under any Subservicing Agreement or shall give notice to the applicable Mortgagors of such change of servicer and servicer. Any successor to a Servicer shall, during the term of its service as successor servicer a Servicer maintain in force the policy or policies of the type that the Master such Servicer is required to maintain pursuant to Section 3.08this Agreement. In connection with the termination or resignation of a Servicer hereunder, either (i) the successor Servicer, including the Trustee if the Trustee is acting as successor Servicer, shall represent and warrant that it is a member of MERS in good standing and shall agree to comply in all material respects with the rules and procedures of MERS in connection with the servicing of the Mortgage Loans that are registered with MERS, or (ii) the predecessor Servicer, at its sole expense, shall cooperate with the successor Servicer either (x) in causing MERS to execute and deliver an Assignment of Mortgage in recordable form to transfer the Mortgage from MERS to the Trustee and to execute and deliver such other notices, documents and other instruments as may be necessary or desirable to effect a transfer of such Mortgage Loan or servicing of such Mortgage Loan on the MERS® System to the successor Servicer or (y) in causing MERS to designate on the MERS® System the successor Servicer as the servicer of such Mortgage Loan (at the cost and expense of the successor Servicer to the extent such costs relate to the qualification of such successor Servicer as a member of MERS, otherwise at the cost and expense of the predecessor Servicer). The predecessor Servicer shall file or cause to be filed any such assignment in the appropriate recording office. The successor Servicer shall cause such assignment to be delivered to the Trustee promptly upon receipt of the original with evidence of recording thereon or a copy certified by the public recording office in which such assignment was recorded.

Trustee to Act; Appointment of Successor. On and after the time the Master a Servicer receives a notice of termination pursuant to Section 8.01 hereof 7.01 of this Agreement or the resignation of a Servicer pursuant to Section 6.04, the Trustee shall automatically become shall, subject to and to the extent provided herein, be the successor to the Master Servicer with respect to related Servicer, but only in its capacity as servicer under this Agreement, and not in any other, and the transactions set forth or provided for herein and after a transition period (not to exceed 90 days), shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Master related Servicer by the terms and provisions hereof; provided, however that, hereof and applicable law including the obligation to make Advances pursuant to Article V hereof, the Trustee in its capacity as Successor Master Servicer shall be responsible for making any Advances required to be made by the Master Servicer immediately upon the termination of the Master Servicer and any such Advance shall be made on the Distribution Date on which such Advance was required to be made by the predecessor Master ServicerSection 4.01. Effective on the date of such notice of termination, as As compensation therefor, the Trustee shall be entitled to all compensation, reimbursement of expenses and indemnification funds relating to the Mortgage Loans that the Master related Servicer would have been entitled to if it had continued charge to act hereunderthe Collection Account, provided, however, provided that the Trustee terminated Servicer shall not nonetheless be (i) liable for any acts entitled to payment or omissions reimbursement as provided in Section 3.08 to the extent that such payment or reimbursement relates to the period prior to termination of the Master Servicer, (ii) obligated to make Advances if it is prohibited from doing so under applicable law, (iii) responsible for expenses of the Master Servicer pursuant to Section 2.03 or (iv) obligated to deposit losses on any Permitted Investment directed by the Master related Servicer. Notwithstanding the foregoing, if the Trustee has become the successor to a Servicer in accordance with Section 7.01, the Trustee may, if it shall be unwilling to so act, or shall, if it is prohibited by applicable law from making Advances pursuant to Article V 4.01 hereof, or if it is otherwise unable to so act, appoint, or petition a court of competent jurisdiction to appoint, any established mortgage loan servicing institution the appointment of which does not adversely affect the then current rating of the Certificates by each Rating Agency Agency, as the successor to the Master a Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master a Servicer hereunder. Any Successor Master successor to a Servicer shall (i) be an institution that which is a Fanxxx Xxe and Frexxxx Xxc approved sellerFannie Mae or Fxxxxxx Xxx appxxxxx xeller/servicer for first and second loans in good standing, that which has a net worth of at least $15,000,00010,000,000, (ii) be acceptable to the Trustee (which consent shall not be unreasonably withheld) and (iii) be is willing to act as successor servicer of any service the related Mortgage Loans under this Agreement, and shall have executed which executes and delivered delivers to the Depositor and the Trustee an agreement accepting such delegation and assignment, that contains containing an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of the Master related Servicer (other than any liabilities of the Master related Servicer under Section 6.03 hereof incurred prior to termination of the Master related Servicer under Section 8.01 or as otherwise set forth herein7.01 hereunder), with like effect as if originally named as a party to this Agreement, ; provided that each Rating Agency shall have acknowledged in writing acknowledges that its rating of the Certificates in effect immediately prior to such assignment and delegation will not be qualified qualified, withdrawn or reduced downgraded as a result of such assignment and delegation. If the Trustee assumes the duties and responsibilities of the Master Servicer in accordance with this Section 8.02, the Trustee shall not resign as Master Servicer until a Successor Master Servicer has been appointed and has accepted such appointment. Pending appointment of a successor to the Master a Servicer hereunder, the Trustee, unless the Trustee is prohibited by law from so acting, shall shall, subject to the limitations described herein, act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on the related Mortgage Loans or otherwise as it and such successor shall agree; provided provided, however, that no such compensation unless agreed to by the Certificateholders shall be in excess of that permitted the Master Servicer hereunderServicing Fee. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Neither the Trustee nor any other Successor Master Servicer successor servicer shall be deemed to be in default hereunder by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the failure of the Master related Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. The costs and expenses In connection with the termination or resignation of any Servicer hereunder, either (i) the successor servicer, including the Trustee if the Trustee is acting as successor Servicer, shall represent and warrant that it is a member of MERS in good standing and shall agree to comply in all material respects with the rules and procedures of MERS in connection with the termination servicing of the Master ServicerMortgage Loans that are registered with MERS, appointment of a Successor Master in which case the predecessor Servicer and, if applicable, any shall cooperate with the successor Servicer in causing MERS to revise its records to reflect the transfer of servicingservicing to the successor Servicer as necessary under MERS' rules and regulations, including, without limitation, all costs and expenses associated or (ii) the predecessor Servicer shall cooperate with the complete successor Servicer in causing MERS to execute and deliver an assignment of Mortgage in recordable form to transfer of all servicing data the Mortgage from MERS to the Trustee and the completionto execute and deliver such other notices, correction or manipulation of such servicing data documents and other instruments as may be required by necessary or desirable to effect a transfer of such Mortgage Loan or servicing of such Mortgage Loan on the Trustee MERS(R) System to correct the successor Servicer. The predecessor Servicer shall file or cause to be filed any errors or insufficiencies such assignment in the servicing data or otherwise to enable the Trustee or the Successor Master appropriate recording office. The predecessor Servicer to service the shall bear any and all fees of MERS, costs of preparing any assignments of Mortgage, and fees and costs of filing any assignments of Mortgage Loans properly and effectively, to the extent not paid by the terminated Master Servicer, shall that may be payable to the Trustee pursuant to Section 9.05required under this subsection. Any successor to the Master a Servicer as successor servicer under any Subservicing Agreement shall give notice to the applicable Mortgagors of such change of servicer and shall, during the term of its service as successor servicer servicer, maintain in force the policy or policies that the Master such Servicer is required to maintain pursuant to Section 3.08this Agreement.

Trustee to Act; Appointment of Successor. On and after the time the Master a Servicer receives a notice of termination pursuant to Section 8.01 hereof or pursuant to the Servicing Agreement, the Trustee shall automatically become the successor to the Master such Servicer with respect to the transactions set forth or provided for herein and after a transition period (not to exceed 90 days), shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Master such Servicer by the terms and provisions hereofhereof or the Servicing Agreement and applicable law including the obligation to make Advances pursuant to Article VI hereof or pursuant to the Servicing Agreement except as otherwise provided herein; provided, however thathowever, pursuant that the Trustee's obligation to Article V hereof, the Trustee make Advances in its capacity as Successor Master Servicer shall not be responsible for making subject to such 90 day transition period and the Trustee in such capacity will make any Advances required to be made by the Master Servicer immediately upon the termination of the Master Servicer and any such Advance shall be made on the Distribution Date on which such Advance was required to be made by the predecessor Master ServicerServicer on the Distribution Date on which the predecessor Servicer was required to make such Advance. Effective on the date of such notice of termination, as compensation therefor, the Trustee shall be entitled to all compensationfees, reimbursement of costs and expenses and indemnification relating to the Mortgage Loans that the Master terminated Servicer would have been entitled to if it had continued to act hereunderhereunder or pursuant to the Servicing Agreement, provided, however, that the Trustee shall not be (i) liable for any acts or omissions of the Master terminated Servicer, (ii) obligated to make Advances if it is prohibited from doing so under applicable lawlaw or determines that such Advance, if made, would constitute a Nonrecoverable Advance, (iii) responsible for expenses of the Master Servicer pursuant to Section 2.03 or the Servicing Agreement or (iv) obligated to deposit losses on any Permitted Investment directed by the Master terminated Servicer. Notwithstanding the foregoing, the Trustee may, if it shall be unwilling to so act, or shall, if it is prohibited by applicable law from making Advances pursuant to Article V VI or if it is otherwise unable to so act, appoint, or petition a court of competent jurisdiction to appoint, any established mortgage loan servicing institution the appointment of which does not adversely affect the then current rating of the Certificates by each Rating Agency as the successor to the Master Servicer hereunder or under the Servicing Agreement in the assumption of all or any part of the responsibilities, duties or liabilities of the Master related Servicer hereunderhereunder or under the Servicing Agreement. Any Successor Master Servicer shall (i) be an institution that is a Fanxxx Xxe Xxxxxx Xxx and Frexxxx Xxc Xxxxxxx Mac approved seller/servicer in good standing, that has a net worth of at least $15,000,000, 15,000,000 and (ii) be acceptable to the Trustee (which consent shall not be unreasonably withheld) and (iii) be willing to act as successor servicer of any Mortgage Loans under this AgreementAgreement or the Servicing Agreement with respect to which the related Servicer has been terminated as servicer, and shall have executed and delivered to the Depositor and the Trustee an agreement accepting such delegation and assignment, that contains an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of the Master terminated Servicer (other than any liabilities of the Master terminated Servicer hereof incurred prior to termination of the Master such Servicer under Section 8.01 or as otherwise set forth hereinherein or the Servicing Agreement), with like effect as if originally named as a party to this Agreement and the Servicing Agreement, provided that each Rating Agency shall have acknowledged in writing that its rating of the Certificates in effect immediately prior to such assignment and delegation will not be qualified or reduced as a result of such assignment and delegation. If the Trustee assumes the duties and responsibilities of the Master a Servicer in accordance with this Section 8.02, the Trustee shall not resign as Master Servicer until a Successor Master Servicer has been appointed and has accepted such appointment. Pending appointment of a successor to the Master Servicer hereunder, the Trustee, unless the Trustee is prohibited by law from so acting, shall shall, subject to Section 4.04 hereof, act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on Mortgage Loans or otherwise as it and such successor shall agree; provided that no such compensation unless agreed to by the Certificateholders shall be in excess of that permitted the Master Servicer hereunderhereunder or under the Servicing Agreement. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Neither the Trustee nor any other Successor Master Servicer shall be deemed to be in default hereunder by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunderhereunder or under the Servicing Agreement, in either case caused by the failure of the Master related Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. The costs and expenses of the Trustee in connection with the termination of the Master a Servicer, appointment of a Successor Master Servicer and, if applicable, any transfer of servicing, including, without limitation, all costs and expenses associated with the complete transfer of all servicing data and the completion, correction or manipulation of such servicing data as may be required by the Trustee to correct any errors or insufficiencies in the servicing data or otherwise to enable the Trustee or the Successor Master Servicer to service the related Mortgage Loans properly and effectively, to the extent not paid by the terminated Master Servicer, shall be payable to the Trustee from the Distribution Account pursuant to Section 9.054.07. Any successor to the Master terminated Servicer as successor servicer under any Subservicing this Agreement or a separate servicing agreement shall give notice to the applicable Mortgagors of such change of servicer and shall, during the term of its service as successor servicer maintain in force the policy or policies that the Master related Servicer is required to maintain pursuant to Section 3.083.04 hereof or the corresponding section of the Servicing Agreement.

Trustee to Act; Appointment of Successor. On and after the time the Master Servicer receives a notice of termination pursuant to Section 8.01 hereof the Trustee shall automatically become the successor to the Master Servicer with respect to the transactions set forth or provided for herein and after a transition period (not to exceed 90 days), shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof; provided, however that, pursuant to Article V hereof, the Trustee in its capacity as Successor successor Master Servicer shall be responsible for making any Advances required to be made by the Master Servicer immediately upon the termination of the Master Servicer and any such Advance shall be made on the Distribution Date on which such Advance was required to be made by the predecessor Master Servicer. Effective on the date of such notice of termination, as compensation therefor, the Trustee shall be entitled to all compensation, reimbursement of expenses and indemnification that the Master Servicer would have been entitled to if it had continued to act hereunder, provided, however, that the Trustee shall not be (i) liable for any acts or omissions of the Master Servicer, (ii) obligated to make Advances if it is prohibited from doing so under applicable law, (iii) responsible for expenses of the Master Servicer pursuant to Section 2.03 or (iv) obligated to deposit losses on any Permitted Investment directed by the Master Servicer. Notwithstanding the foregoing, the Trustee may, if it shall be unwilling to so act, or shall, if it is prohibited by applicable law from making Advances pursuant to Article V or if it is otherwise unable to so act, appoint, or petition a court of competent jurisdiction to appoint, any established mortgage loan servicing institution the appointment of which does not adversely affect the then current rating of the Certificates by each Rating Agency as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder. Any Successor Master Servicer shall (i) be an institution that is a Fanxxx Xxe Fxxxxx Mae and Frexxxx Xxc Fxxxxxx Mac approved seller/servicer in good standing, that has a net worth of at least $15,000,000, (ii) be acceptable to the Trustee (which consent shall not be unreasonably withheld) and (iii) be willing to act as successor servicer of any Mortgage Loans under this Agreement, and shall have executed and delivered to the Depositor and the Trustee an agreement accepting such delegation and assignment, that contains an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of the Master Servicer (other than any liabilities of the Master Servicer hereof incurred prior to termination of the Master Servicer under Section 8.01 or as otherwise set forth herein), with like effect as if originally named as a party to this Agreement, provided that each Rating Agency shall have acknowledged in writing that its rating of the Certificates in effect immediately prior to such assignment and delegation will not be qualified or reduced as a result of such assignment and delegation. If the Trustee assumes the duties and responsibilities of the Master Servicer in accordance with this Section 8.02, the Trustee shall not resign as Master Servicer until a Successor Master Servicer has been appointed and has accepted such appointment. Pending appointment of a successor to the Master Servicer hereunder, the Trustee, unless the Trustee is prohibited by law from so acting, shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on Mortgage Loans or otherwise as it and such successor shall agree; provided that no such compensation unless agreed to by the Certificateholders shall be in excess of that permitted the Master Servicer hereunder. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Neither the Trustee nor any other Successor Master Servicer shall be deemed to be in default hereunder by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the failure of the Master Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. The costs and expenses of the Trustee in connection with the termination of the Master Servicer, appointment of a Successor Master Servicer and, if applicable, any transfer of servicing, including, without limitation, all costs and expenses associated with the complete transfer of all servicing data and the completion, correction or manipulation of such servicing data as may be required by the Trustee to correct any errors or insufficiencies in the servicing data or otherwise to enable the Trustee or the Successor Master Servicer to service the Mortgage Loans properly and effectively, to the extent not paid by the terminated Master Servicer, shall be payable to the Trustee pursuant to Section 9.05. Any successor to the Master Servicer as successor servicer under any Subservicing Agreement shall give notice to the applicable Mortgagors of such change of servicer and shall, during the term of its service as successor servicer maintain in force the policy or policies that the Master Servicer is required to maintain pursuant to Section 3.08.

Trustee to Act; Appointment of Successor. On and after the time the Master Servicer receives a notice of termination pursuant to Section 8.01 hereof 7.01, the Trustee shall automatically become shall, subject to and to the extent provided in Section 3.05, be the successor to the Master Servicer with respect to in its capacity as Master Servicer under this Agreement and the transactions set forth or provided for herein and after a transition period (not to exceed 90 days), shall be subject to all the responsibilities, duties and liabilities obligations relating thereto placed on the Master Servicer by the terms hereof and provisions hereof; providedapplicable law, however that, including the obligation to make Advances pursuant to Article V hereof, the Trustee in its capacity as Successor Master Servicer shall be responsible for making any Advances required to be made by the Master Servicer immediately upon the termination of the Master Servicer and any such Advance shall be made on the Distribution Date on which such Advance was required to be made by the predecessor Master ServicerSection 4.01. Effective on the date of such notice of termination, as As compensation therefor, the Trustee shall be entitled to all compensation, reimbursement of expenses and indemnification funds relating to the Mortgage Loans that the Master Servicer would have been entitled to charge to the Certificate Account or Distribution Account if it the Master Servicer had continued to act hereunder, providedincluding, however, that the Trustee shall not be (i) liable for any acts or omissions of the Master Servicer, (ii) obligated to make Advances if it is prohibited from doing so under applicable law, (iii) responsible for expenses of the Master Servicer pursuant to Section 2.03 or (iv) obligated to deposit losses on any Permitted Investment directed by was receiving the Master ServicerServicing Fee, the Servicing Fee. Notwithstanding the foregoing, if the Trustee has become the successor to the Master Servicer in accordance with Section 7.01, the Trustee may, if it shall be unwilling to so act, or shall, if it is prohibited by applicable law from making Advances pursuant to Article V Section 4.01 or if it is otherwise unable to so act, appoint, or petition a court of competent jurisdiction to appoint, any established mortgage loan servicing institution reasonably acceptable to the NIM Insurer (as evidenced by the prior written consent of the NIM Insurer) the appointment of which does not adversely affect the then current rating of the Certificates and the NIM Insurer guaranteed notes by each Rating Agency Agency, as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities obligations of the Master Servicer hereunder. Any Successor successor to the Master Servicer shall (i) be an institution that is a Fanxxx Xxe and Frexxxx Xxc FNMA or FHLMC approved seller/servicer in good standing, that has a net worth of at least $15,000,000, (ii) be acceptable to the Trustee (which consent shall not be unreasonably withheld) and (iii) be that is willing to act as successor servicer of any service the Mortgage Loans under this AgreementLoans, and shall have executed that executes and delivered delivers to the Depositor and the Trustee an agreement accepting such delegation and assignment, that contains containing an assumption by such Person it of the rights, powers, duties, responsibilities, rights and obligations and liabilities of the Master Servicer (other than any liabilities of the Master Servicer hereof under Section 6.03 incurred prior to before termination of the Master Servicer under Section 8.01 or as otherwise set forth herein7.01), with like effect as if originally named as a party to this Agreement, ; provided that each Rating Agency shall have acknowledged in writing acknowledges that its rating of the Certificates in effect immediately prior to such before the assignment and delegation will not be qualified or reduced reduced, as a result of such the assignment and delegation. If the Trustee assumes the duties and responsibilities of the Master Servicer in accordance with this Section 8.02, the Trustee shall not resign as Master Servicer until a Successor Master Servicer has been appointed and has accepted such appointment. Pending appointment of a successor to the Master Servicer hereunder, the Trustee, unless the Trustee is prohibited by law from so acting, shall shall, subject to Section 3.05, act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such the successor out of payments on Mortgage Loans or otherwise as it and such the successor shall agree; provided that no . No such compensation unless agreed to by shall exceed the Certificateholders shall be in excess of that permitted Master Servicing Fee Rate plus, if the Master Servicer hereunderwas receiving the Servicing Fee, the Servicing Fee Rate. The Trustee and such the successor shall take such any action, consistent with this Agreement, as shall be necessary to effectuate any such the succession. Neither the Trustee nor any other Successor successor Master Servicer shall be deemed to be in default hereunder by reason because of any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the failure of the Master Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents documents, or records to it. The costs and expenses of the Trustee in connection with the termination of the Master Servicer, appointment of a Successor successor Master Servicer and, if applicable, shall not affect any transfer liability of servicing, including, without limitation, all costs and expenses associated with the complete transfer of all servicing data and the completion, correction or manipulation of such servicing data predecessor Master Servicer that my have arisen under this Agreement before its termination as may be required by the Trustee to correct any errors or insufficiencies in the servicing data or otherwise to enable the Trustee or the Successor Master Servicer to service the Mortgage Loans properly and effectivelypay any deductible under an insurance policy, to indemnify any person, or otherwise, nor shall any successor Master Servicer be liable for any acts or omissions of the extent not paid predecessor Master Servicer or for any breach by the terminated Master Servicer, shall be payable to the Trustee pursuant to Section 9.05Servicer of any of its representations and warranties contained in this Agreement. Any successor to the Master Servicer as successor servicer under any Subservicing Agreement Master Servicer shall give notice to the applicable NIM Insurer and the Mortgagors of such the change of servicer and shall, during the term of its service as successor servicer Master Servicer, maintain in force the policy or policies that the Master Servicer is required to maintain pursuant to Section 3.086.05.

Trustee to Act; Appointment of Successor. On and after the time the Master Servicer receives a notice of termination pursuant to Section 8.01 hereof 3.24 or Section 7.01, subject to the third paragraph of this Section 7.02, the Trustee shall automatically become shall, subject to and to the extent provided in Section 3.05, be the successor to the Master Servicer with respect to in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and after a transition period (not to exceed 90 days), shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof; provided, however that, hereof and applicable law including the obligation to make P&I Advances and Servicing Advances pursuant to Article V hereof, the Trustee in its capacity as Successor Master Servicer shall be responsible for making any Advances required to be made by the Master Servicer immediately upon the termination of the Master Servicer and any such Advance shall be made on the Distribution Date on which such Advance was required to be made by the predecessor Master ServicerSection 4.01. Effective on the date of such notice of termination, as As compensation therefor, the Trustee shall be entitled to all compensation, reimbursement of expenses and indemnification funds relating to the Mortgage Loans that the Master Servicer would have been entitled to charge to the Collection Account or Distribution Account if it the Servicer had continued to act hereunderhereunder including, providedif the Servicer was receiving the Servicing Fee, however, that the Trustee shall not be (i) liable for any acts 117 Servicing Fee and the income on investments or omissions of gain related to the Master Servicer, (ii) obligated to make Advances if it is prohibited from doing so under applicable law, (iii) responsible for expenses of the Master Servicer pursuant to Section 2.03 or (iv) obligated to deposit losses on any Permitted Investment directed by the Master ServicerCollection Account and Distribution Account. Notwithstanding the foregoing, if the Trustee has become the successor to the Servicer in accordance with Section 7.01, the Trustee may, if it shall be unwilling to so act, or shall, if it is prohibited by applicable law from making P&I Advances and Servicing Advances pursuant to Article V or Section 4.01, if it is otherwise unable to so act, or at the direction of Holders holding a majority of the Voting Rights, appoint, or petition a court of competent jurisdiction to appoint, any established mortgage loan servicing institution the appointment of which does not adversely affect the then current rating of the Certificates by each Rating Agency Agency, as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder. Any Successor Master successor to the Servicer shall (i) be an institution that which is a Fanxxx Xxe Xxxxxx Mae and Frexxxx Xxc FHLMC approved seller/servicer in good standing, that which has a net worth of at least $15,000,00030,000,000, (ii) be acceptable to the Trustee (which consent shall not be unreasonably withheld) and (iii) be is willing to act as successor servicer of any service the Mortgage Loans under this Agreement, and shall have executed which executes and delivered delivers to the Depositor and the Trustee an agreement accepting such delegation and assignment, that contains containing an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of the Master Servicer (other than any liabilities of the Master Servicer hereof under Section 6.03 incurred prior to termination of the Master Servicer under Section 8.01 or as otherwise set forth herein7.01), with like effect as if originally named as a party to this Agreement, ; provided that each Rating Agency shall have acknowledged in writing acknowledges that its rating of the Certificates in effect immediately prior to such assignment and delegation will not be qualified or reduced reduced, as a result of such assignment and delegation. If the Trustee assumes the duties and responsibilities of the Master Servicer in accordance with this Section 8.02, the Trustee shall not resign as Master Servicer until a Successor Master Servicer has been appointed and has accepted such appointment. Pending appointment of a successor to the Master Servicer hereunder, the Trustee, unless the Trustee is prohibited by law from so acting, shall shall, subject to Section 3.05, act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on Mortgage Loans or otherwise as it and such successor shall agree; provided provided, however, that no such compensation unless agreed to by the Certificateholders shall be in excess of that permitted the Master Servicing Fee Rate and amounts paid to the Servicer hereunderfrom investments. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Neither the Trustee nor any other Successor Master successor Servicer shall be deemed to be in default hereunder by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the failure of the Master Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. The costs and expenses If no successor Servicer meeting such qualifications shall have been approved by the Depositor within 30 days after the giving of such notice or resignation, the Trustee may petition any court of competent jurisdiction for the appointment of a successor Servicer meeting the qualifications set forth in Section 7.02. Notwithstanding any provision in this Agreement to the contrary, prior to the 20th day following the notice of termination of the Servicer and with the consent of the Depositor (such consent not to be unreasonably withheld, delayed or conditioned), the terminated Servicer may appoint a successor Servicer that satisfies the eligibility criteria of a successor Servicer set forth in this Section 7.02; provided such successor Servicer agrees to fully effect the servicing transfer within 90 days following the termination of the Servicer and to make all P&I Advances and Servicing Advances that would otherwise be made by the Trustee under this Section 7.02 as of the date of such appointment and prior thereto, the terminated Servicer makes all P&I Advances and Servicing Advances; otherwise the Trustee shall appoint a successor Servicer as 118 otherwise set forth in this Section 7.02. Any proceeds received in connection with the termination appointment of such successor Servicer shall be the property of the Master Servicer, appointment of a Successor Master terminated Servicer and, if applicable, any transfer of servicing, including, without limitation, all costs and expenses associated with the complete transfer of all servicing data and the completion, correction or manipulation of such servicing data as may be required by the Trustee to correct any errors or insufficiencies in the servicing data or otherwise to enable the Trustee or the Successor Master Servicer to service the Mortgage Loans properly and effectively, to the extent not paid by the terminated Master Servicer, shall be payable to the Trustee pursuant to Section 9.05its designee. Any successor to the Master Servicer as successor servicer under any Subservicing Agreement shall give notice to the applicable Mortgagors of such change of servicer and shall, during the term of its service as successor servicer servicer, maintain in force the policy or policies that the Master Servicer is required to maintain pursuant to Section 3.083.13.

Trustee to Act; Appointment of Successor. On and after the time the Master Servicer receives a notice of termination pursuant to Section 8.01 hereof 7.01 hereof, the Trustee shall automatically become shall, to the extent provided in Section 3.04, be the successor to the Master Servicer with respect to in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and after a transition period (not to exceed 90 days), shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof; provided, however that, hereof and applicable law including the obligation to make advances pursuant to Article V hereof, the Trustee in its capacity as Successor Master Servicer shall be responsible for making any Advances required to be made by the Master Servicer immediately upon the termination of the Master Servicer and any such Advance shall be made on the Distribution Date on which such Advance was required to be made by the predecessor Master ServicerSection 4.01. Effective on the date of such notice of termination, as As compensation therefor, subject to the last paragraph of Section 7.01, the Trustee shall be entitled to all compensationfees, compensation and reimbursement of for costs and expenses and indemnification that the Master Servicer would have been entitled to hereunder if it the Servicer had continued to act hereunder, provided, however, that the Trustee shall not be (i) liable for any acts or omissions of the Master Servicer, (ii) obligated to make Advances if it is prohibited from doing so under applicable law, (iii) responsible for expenses of the Master Servicer pursuant to Section 2.03 or (iv) obligated to deposit losses on any Permitted Investment directed by the Master Servicer. Notwithstanding the foregoing, if the Trustee has become the successor to the Servicer in accordance with Section 7.01 hereof, the -138- Trustee may, if it shall be unwilling to so act, or shall, if it is prohibited by applicable law from making Advances pursuant to Article V Section 4.01 hereof or if it is otherwise unable to so act, appoint, or petition a court of competent jurisdiction to appoint, any established mortgage loan servicing institution the appointment of which and does not adversely affect the then current rating of the Certificates by each Rating Agency as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder. Any Successor Master successor Servicer shall (i) be an institution that is acceptable to the NIMs Insurer and is a Fanxxx Xxe Xxxxxx Xxx and Frexxxx Xxc Xxxxxxx Mac approved seller/servicer in good standing, that has a net worth of at least $15,000,000, (ii) be acceptable to the Trustee (which consent shall not be unreasonably withheld) and (iii) be that is willing to act as successor servicer of any service the Mortgage Loans under this Agreement, and shall have executed executes and delivered delivers to the Depositor and the Trustee an agreement accepting such delegation and assignment, that contains an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of the Master Servicer (other than any liabilities of the Master Servicer under Section 6.03 hereof incurred prior to termination of the Master Servicer under Section 8.01 or as otherwise set forth herein7.01), with like effect as if originally named as a party to this Agreement, ; and provided further that each Rating Agency shall have acknowledged in writing acknowledges that its rating of the Certificates in effect immediately prior to such assignment and delegation will not be qualified or reduced as a result of such assignment and delegation. If No appointment of a successor to the Servicer hereunder shall be effective until the Trustee assumes the duties and responsibilities shall have consented thereto, prior written consent of the Master Servicer NIMs Insurer is obtained (provided, that such prior written consent shall not be required in accordance with this Section 8.02, the event that the Servicing Rights Pledgee or its designee is so appointed as successor servicer) and written notice of such proposed appointment shall have been provided by the Trustee to each Certificateholder. The Trustee shall not resign as Master Servicer servicer until a Successor Master Servicer successor servicer has been appointed and has accepted such appointment. Pending appointment of a successor to the Master Servicer hereunder, the Trustee, unless the Trustee is prohibited by law from so acting, shall shall, subject to Section 3.04 hereof, act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on Mortgage Loans or otherwise as it and such successor shall agree; provided provided, however, that no such compensation unless agreed to by the Certificateholders shall be in excess of that permitted the Master Servicer hereunder. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Neither the Trustee nor any other Successor Master Servicer successor servicer shall be deemed to be in default hereunder by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the failure of the Master Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. The costs and expenses of the Trustee in connection with the termination of the Master Servicer, appointment of a Successor Master Servicer and, if applicable, any transfer of servicing, including, without limitation, all costs and expenses associated with the complete transfer of all servicing data and the completion, correction or manipulation of such servicing data as may be required by the Trustee to correct any errors or insufficiencies in the servicing data or otherwise to enable the Trustee or the Successor Master Servicer to service the Mortgage Loans properly and effectively, to the extent not paid by the terminated Master Servicer, shall be payable to the Trustee pursuant to Section 9.05. Any successor to the Master Servicer as successor servicer under any Subservicing Agreement shall give notice to the applicable Mortgagors of such change of servicer and shall, during the term of its service as successor servicer maintain in force the policy or policies that the Master Servicer is required to maintain pursuant to Section 3.086.05.