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

Trustee to Act; Appointment of Successor. When the Master Servicer receives notice of termination pursuant to Section 7.01 or the Trustee receives the resignation of the Master Servicer evidenced by an Opinion of Counsel pursuant to Section 6.04, the Trustee shall be the successor in all respects to the Master Servicer in its capacity as master servicer under this Agreement and the transactions set forth or provided for herein and shall have the rights and powers and be subject to all the responsibilities, duties and liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof and in its capacity as such successor shall have the same limitation of liability herein granted to the Master Servicer. In the event that the Trustee is succeeding to the Master Servicer as the Master Servicer, as compensation therefor, the Trustee shall be entitled to receive monthly such portion of the Master Servicing Fee, together with such other servicing compensation as is agreed to at such time by the Trustee and the Master Servicer, but in no event more than 25% thereof until the date of final cessation of the Master Servicer's servicing activities hereunder. Notwithstanding the above, the Trustee may, if it shall be unwilling to so act, or shall, if it is unable to so act or to obtain a qualifying bid as described below, appoint, or petition a court of competent jurisdiction to appoint, any housing and home finance institution, bank or mortgage servicing institution having a net worth of not less than $10,000,000 and meeting such other standards for a successor servicer as are set forth herein, 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; provided, however, that until such a successor master servicer is appointed and has assumed the responsibilities, duties and liabilities of the Master Servicer hereunder, the Trustee shall continue as the successor to the Master Servicer as provided above. The compensation of any successor master servicer so appointed shall not exceed the compensation specified in Section 6.05

Trustee to Act; Appointment of Successor. When the Master Servicer receives notice of termination pursuant to Section 7.01 or the Trustee receives the resignation of the Master Servicer evidenced by an Opinion of Counsel pursuant to Section 6.04, the Trustee shall be the successor in all respects to the Master Servicer in its capacity as master servicer under this Agreement and the transactions set forth or provided for herein and shall have the rights and powers and be subject to all the responsibilities, duties and liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof and in its capacity as such successor shall have the same limitation of liability herein granted to the Master Servicer. In the event that the Trustee is succeeding to the Master Servicer as the Master Servicer, as compensation therefor, the Trustee shall be entitled to receive monthly such portion of the Master Servicing Fee, together with such other master servicing compensation as is agreed to at such time by the Trustee and the Master Servicer, but in no event more than 25% thereof until the date of final cessation of the Master Servicer's master servicing activities hereunder. Notwithstanding the above, the Trustee may, if it shall be unwilling to so act, or shall, if it is unable to so act or to obtain a qualifying bid as described below, appoint, or petition a court of competent jurisdiction to appoint, any housing and home finance institution, bank or mortgage servicing institution having a net worth of not less than $10,000,000 and meeting such other standards for a successor master servicer as are set forth herein, 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; provided, however, that until such a successor master servicer is appointed and has assumed the responsibilities, duties and liabilities of the Master Servicer hereunder, the Trustee shall continue as the successor to the Master Servicer as provided above. The compensation Upon cessation of the Master Servicer's master servicing activities hereunder, the Trustee or any other successor master servicer so appointed shall be entitled to compensation not to exceed the compensation specified in Section 6.05 hereof, which amount shall include compensation for acting as paying agent. If the Master Servicer and the Paying Agent are not the same party, the Master Servicer shall pay the compensation of the Paying Agent. In the event the Trustee is required to solicit bids as provided above, the Trustee shall solicit, by public announcement, bids from housing and home finance institutions, banks and mortgage servicing institutions meeting the qualifications set forth in the preceding sentence for the purchase of the master servicing functions. Such public announcement shall specify that the successor master servicer shall be entitled to the full amount of the Master Servicing Fee as compensation together with the other master servicing compensation in the form of late reporting fees or otherwise as provided in Section 6.05, which amount shall include compensation for acting as paying agent. Within 30 days after any such public announcement, the Trustee shall negotiate and effect the sale, transfer and assignment of the master servicing rights and responsibilities hereunder to the qualified party submitting the highest qualifying bid. The Trustee shall deduct all costs and expenses of any public announcement and of any sale, transfer and assignment of the master servicing rights and responsibilities hereunder from any sum received by the Trustee from the successor to the Master Servicer in respect of such sale, transfer and assignment. After such deductions, the remainder of such sum shall be paid by the Trustee to the Master Servicer at the time of such sale, transfer and assignment to the Master Servicer's successor. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. The Master Servicer agrees to cooperate with the Trustee and any successor master servicer in effecting the termination of the Master Servicer's servicing responsibilities and rights hereunder and shall promptly provide the Trustee or such successor master servicer, as applicable, all documents and records reasonably requested by it to enable it to assume the Master Servicer's function hereunder and shall promptly also transfer to the Trustee or such successor master servicer, as applicable, all amounts which then have been or should have been deposited in the Certificate Account by the Master Servicer or which are thereafter received by the Master Servicer with respect to the Mortgage Loans. 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 caused by (i) the failure of the Master Servicer to deliver, or any delay in delivering, cash, documents or records to it, or (ii) restrictions imposed by any regulatory authority having jurisdiction over the Master Servicer. Notwithstanding anything to the contrary contained in Section 7.01 above or this Section 7.05, the Master Servicer shall retain all of its rights and responsibilities hereunder, and no successor (including the Trustee) shall succeed thereto, if the assumption thereof by such successor would cause the rating assigned to any Certificates to be revoked, downgraded or placed on credit review status (other than for possible upgrading) by either Rating Agency and the retention thereof by the Master Servicer would avert such revocation, downgrading or review. All costs associated with the appointment of a successor master servicer, to the extent not deducted from any sum received by the Trustee from the successor master servicer, shall be paid to the Person that incurred them by the predecessor master servicer. Without limiting the predecessor master servicer's obligation, if the predecessor master servicer fails to pay such costs, such costs shall be reimbursed by the Trust. The predecessor Master Servicer and successor Master Servicer shall notify the Depositor and Trustee of any such appointment at least two Business Days prior to the effective date thereof and shall provide the Depositor and the Trustee with all information required by the Depositor to comply with its reporting obligation under Item 6.02 of Form 8-K not later than the effective date of such appointment and the successor Master Servicer shall report such event on Form 8-K within four business days of the occurrence of such event.

Trustee to Act; Appointment of Successor. When the Master Servicer receives notice of termination pursuant to Section 7.01 or the Trustee receives the resignation of the Master Servicer evidenced by an Opinion of Counsel pursuant to Section 6.04, the Trustee shall be the successor in all respects to the Master Servicer in its capacity as master servicer under this Agreement and the transactions set forth or provided for herein and shall have the rights and powers and be subject to all the responsibilities, duties and liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof and in its capacity as such successor shall have the same limitation of liability herein granted to the Master Servicer. In the event that the Trustee is succeeding to the Master Servicer as the Master Servicer, as compensation therefor, the Trustee shall be entitled to receive monthly such portion of the Master Servicing Fee, together with such other master servicing compensation as is agreed to at such time by the Trustee and the Master Servicer, but in no event more than 25% thereof until the date of final cessation of the Master Servicer's master servicing activities hereunder. Notwithstanding the above, the Trustee may, if it shall be unwilling to so act, or shall, if it is unable to so act or to obtain a qualifying bid as described below, appoint, or petition a court of competent jurisdiction to appoint, any housing and home finance institution, bank or mortgage servicing institution having a net worth of not less than $10,000,000 and meeting such other standards for a successor master servicer as are set forth herein, 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; provided, however, that until such a successor master servicer is appointed and has assumed the responsibilities, duties and liabilities of the Master Servicer hereunder, the Trustee shall continue as the successor to the Master Servicer as provided above. The compensation of any successor master servicer so appointed shall not exceed the compensation specified in Section 6.05

Trustee to Act; Appointment of Successor. When the Master Servicer receives notice of termination pursuant to Section 7.01 or the Trustee receives the resignation of the Master Servicer evidenced by an Opinion of Counsel pursuant to Section 6.04, the Trustee shall be the successor in all respects to the Master Servicer in its capacity as master servicer under this Agreement and the transactions set forth or provided for herein and shall have the rights and powers and be subject to all the responsibilities, duties and liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof and in its capacity as such successor shall have the same limitation of liability herein granted to the Master Servicer. In the event that the Trustee is succeeding to the Master Servicer as the Master Servicer, as compensation therefor, the Trustee shall be entitled to receive monthly such portion of the Master Servicing Fee, together with such other master servicing compensation as is agreed to at such time by the Trustee and the Master Servicer, but in no event more than 25% thereof until the date of final cessation of the Master Servicer's master servicing activities hereunder. Notwithstanding the above, the Trustee may, if it shall be unwilling to so act, or shall, if it is unable to so act or to obtain a qualifying bid as described below, appoint, or petition a court of competent jurisdiction to appoint, any housing and home finance institution, bank or mortgage servicing institution having a net worth of not less than $10,000,000 and meeting such other standards for a successor master servicer as are set forth herein, 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; provided, however, that until such a successor master servicer is appointed and has assumed the responsibilities, duties and liabilities of the Master Servicer hereunder, the Trustee shall continue as the successor to the Master Servicer as provided above. The compensation Upon cessation of the Master Servicer's master servicing activities hereunder, the Trustee or any other successor master servicer so appointed shall be entitled to compensation not exceed the compensation specified in Section 6.05 hereof, which amount shall include compensation for acting as paying agent. In the event the Trustee is required to solicit bids as provided above, the Trustee shall solicit, by public announcement, bids from housing and home finance institutions, banks and mortgage servicing institutions meeting the qualifications set forth in the preceding sentence for the purchase of the master servicing functions. Such public announcement shall specify that the successor master servicer shall be entitled to the full amount of the Master Servicing Fee as compensation together with the other master servicing compensation in the form of late reporting fees or otherwise as provided in Section 6.05, which amount shall include compensation for acting as paying agent. Within 30 days after any such public announcement, the Trustee shall negotiate and effect the sale, transfer and assignment of the master servicing rights and responsibilities hereunder to the qualified party submitting the highest qualifying bid. The Trustee shall deduct all costs and expenses of any public announcement and of any sale, transfer and assignment of the master servicing rights and responsibilities hereunder from any sum received by the Trustee from the successor to the Master Servicer in respect of such sale, transfer and assignment. After such deductions, the remainder of such sum shall be paid by the Trustee to the Master Servicer at the time of such sale, transfer and assignment to the Master Servicer's successor. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. The Master Servicer agrees to cooperate with the Trustee and any successor master servicer in effecting the termination of the Master Servicer's servicing responsibilities and rights hereunder and shall promptly provide the Trustee or such successor master servicer, as applicable, all documents and records reasonably requested by it to enable it to assume the Master Servicer's function hereunder and shall promptly also transfer to the Trustee or such successor master servicer, as applicable, all amounts which then have been or should have been deposited in the Certificate Account by the Master Servicer or which are thereafter received by the Master Servicer with respect to the Mortgage Loans. 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 caused by (i) the failure of the Master Servicer to deliver, or any delay in delivering, cash, documents or records to it, or (ii) restrictions imposed by any regulatory authority having jurisdiction over the Master Servicer. Notwithstanding anything to the contrary contained in Section 7.01 above or this Section 7.05, the Master Servicer shall retain all of its rights and responsibilities hereunder, and no successor (including the Trustee) shall succeed thereto, if the assumption thereof by such successor would cause the rating assigned to any Certificates to be revoked, downgraded or placed on credit review status (other than for possible upgrading) by either Rating Agency and the retention thereof by the Master Servicer would avert such revocation, downgrading or review. All costs associated with the appointment of a successor master servicer, to the extent not deducted from any sum received by the Trustee from the successor master servicer, shall be paid to the Person that incurred them by the predecessor master servicer. Without limiting the predecessor master servicer's obligation, if the predecessor master servicer fails to pay such costs, such costs shall be reimbursed by the Trust. The predecessor Master Servicer and successor Master Servicer shall notify the Depositor and Trustee of any such appointment at least two Business Days prior to the effective date thereof and shall provide the Depositor and the Trustee with all information required by the Depositor to comply with its reporting obligation under Item 6.02 of Form 8-K not later than the effective date of such appointment and the successor Master Servicer shall report such event on Form 8-K within four business days of the occurrence of such event.

Trustee to Act; Appointment of Successor. When the Master Servicer receives notice of termination pursuant to Section 7.01 or the Trustee receives the resignation of the Master Servicer evidenced by an Opinion of Counsel pursuant to Section 6.04, the Trustee shall be the successor in all respects to the Master Servicer in its capacity as master servicer under this Agreement and the transactions set forth or provided for herein and shall have the rights and powers and be subject to all the responsibilities, duties and liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof and in its capacity as such successor shall have the same limitation of liability herein granted to the Master Servicer. In the event that the Trustee is succeeding to the Master Servicer as the Master Servicer, as compensation therefor, the Trustee shall be entitled to receive monthly such portion of the Master Servicing Fee, together with such other servicing compensation as is agreed to at such time by the Trustee and the Master Servicer, but in no event more than 25% thereof until the date of final cessation of the Master Servicer's servicing activities hereunder. Notwithstanding the above, the Trustee may, if it shall be unwilling to so act, or shall, if it is unable to so act or to obtain a qualifying bid as described below, appoint, or petition a court of competent jurisdiction to appoint, any housing and home finance institution, bank or mortgage servicing institution having a net worth of not less than $10,000,000 and meeting such other standards for a successor servicer as are set forth herein, 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; providedPROVIDED, howeverHOWEVER, that until such a successor master servicer is appointed and has assumed the responsibilities, duties and liabilities of the Master Servicer hereunder, the Trustee shall continue as the successor to the Master Servicer as provided above. The compensation of any successor master servicer so appointed shall not exceed the compensation specified in Section 6.05

Trustee to Act; Appointment of Successor. When the Master Servicer receives notice of termination pursuant to Section 7.01 or the Trustee receives the resignation of the Master Servicer evidenced by an Opinion of Counsel pursuant to Section 6.04, the Trustee shall be the successor in all respects to the Master Servicer in its capacity as master servicer under this Agreement and the transactions set forth or provided for herein and shall have the rights and powers and be subject to all the responsibilities, duties and liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof and in its capacity as such successor shall have the same limitation of liability herein granted to the Master Servicer. In the event that the Trustee is succeeding to the Master Servicer as the Master Servicer, as compensation therefor, the Trustee shall be entitled to receive monthly such portion of the Master Servicing Fee, together with such other master servicing compensation as is agreed to at such time by the Trustee and the Master Servicer, but in no event more than 25% thereof until the date of final cessation of the Master Servicer's master servicing activities hereunder. Notwithstanding the above, the Trustee may, if it shall be unwilling to so act, or shall, if it is unable to so act or to obtain a qualifying bid as described below, appoint, or petition a court of competent jurisdiction to appoint, any housing and home finance institution, bank or mortgage servicing institution having a net worth of not less than $10,000,000 and meeting such other standards for a successor master servicer as are set forth herein, 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; provided, however, that until such a successor master servicer is appointed and has assumed the responsibilities, duties and liabilities of the Master Servicer hereunder, the Trustee shall continue as the successor to the Master Servicer as provided above. The compensation Upon cessation of the Master Servicer's master servicing activities hereunder, the Trustee or any other successor master servicer so appointed shall be entitled to compensation not exceed the compensation specified in Section 6.05 hereof, which amount shall include compensation for acting as paying agent. If the Master Servicer and the Paying Agent are not the same party, the Master Servicer shall pay the compensation of the Paying Agent. In the event the Trustee is required to solicit bids as provided above, the Trustee shall solicit, by public announcement, bids from housing and home finance institutions, banks and mortgage servicing institutions meeting the qualifications set forth in the preceding sentence for the purchase of the master servicing functions. Such public announcement shall specify that the successor master servicer shall be entitled to the full amount of the Master Servicing Fee as compensation together with the other master servicing compensation in the form of late reporting fees or otherwise as provided in Section 6.05, which amount shall include compensation for acting as paying agent. Within 30 days after any such public announcement, the Trustee shall negotiate and effect the sale, transfer and assignment of the master servicing rights and responsibilities hereunder to the qualified party submitting the highest qualifying bid. The Trustee shall deduct all costs and expenses of any public announcement and of any sale, transfer and assignment of the master servicing rights and responsibilities hereunder from any sum received by the Trustee from the successor to the Master Servicer in respect of such sale, transfer and assignment. After such deductions, the remainder of such sum shall be paid by the Trustee to the Master Servicer at the time of such sale, transfer and assignment to the Master Servicer's successor. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. The Master Servicer agrees to cooperate with the Trustee and any successor master servicer in effecting the termination of the Master Servicer's servicing responsibilities and rights hereunder and shall promptly provide the Trustee or such successor master servicer, as applicable, all documents and records reasonably requested by it to enable it to assume the Master Servicer's function hereunder and shall promptly also transfer to the Trustee or such successor master servicer, as applicable, all amounts which then have been or should have been deposited in the Certificate Account by the Master Servicer or which are thereafter received by the Master Servicer with respect to the Mortgage Loans. 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 caused by (i) the failure of the Master Servicer to deliver, or any delay in delivering, cash, documents or records to it, or (ii) restrictions imposed by any regulatory authority having jurisdiction over the Master Servicer. Notwithstanding anything to the contrary contained in Section 7.01 above or this Section 7.05, the Master Servicer shall retain all of its rights and responsibilities hereunder, and no successor (including the Trustee) shall succeed thereto, if the assumption thereof by such successor would cause the rating assigned to any Certificates to be revoked, downgraded or placed on credit review status (other than for possible upgrading) by either Rating Agency and the retention thereof by the Master Servicer would avert such revocation, downgrading or review. All costs associated with the appointment of a successor master servicer, to the extent not deducted from any sum received by the Trustee from the successor master servicer, shall be paid to the Person that incurred them by the predecessor master servicer. Without limiting the predecessor master servicer's obligation, if the predecessor master servicer fails to pay such costs, such costs shall be reimbursed by the Trust. The predecessor Master Servicer and successor Master Servicer shall notify the Depositor and Trustee of any such appointment at least two Business Days prior to the effective date thereof and shall provide the Depositor and the Trustee with all information required by the Depositor to comply with its reporting obligation under Item 6.02 of Form 8-K not later than the effective date of such appointment and the successor Master Servicer shall report such event on Form 8-K within four business days of the occurrence of such event.

Trustee to Act; Appointment of Successor. When the Master Servicer receives notice of termination pursuant to Section 7.01 or the Trustee receives the resignation of the Master Servicer evidenced by an Opinion of Counsel pursuant to Section 6.04, the Trustee shall be the successor in all respects to the Master Servicer in its capacity as master servicer under this Agreement and the transactions set forth or provided for herein and shall have the rights and powers and be subject to all the responsibilities, duties and liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof and in its capacity as such successor shall have the same limitation of liability herein granted to the Master Servicer. In the event that the Trustee is succeeding to the Master Servicer as the Master Servicer, as compensation therefor, the Trustee shall be entitled to receive monthly such portion of the Master Servicing Fee, together with such other master servicing compensation as is agreed to at such time by the Trustee and the Master Servicer, but in no event more than 25% thereof until the date of final cessation of the Master Servicer's master servicing activities hereunder. Notwithstanding the above, the Trustee may, if it shall be unwilling to so act, or shall, if it is unable to so act or to obtain a qualifying bid as described below, appoint, or petition a court of competent jurisdiction to appoint, any housing and home finance institution, bank or mortgage servicing institution having a net worth of not less than $10,000,000 and meeting such other standards for a successor master servicer as are set forth herein, 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; provided, however, that until such a successor master servicer is appointed and has assumed the responsibilities, duties and liabilities of the Master Servicer hereunder, the Trustee shall continue as the successor to the Master Servicer as provided above. The compensation Upon cessation of the Master Servicer's master servicing activities hereunder, the Trustee or any other successor master servicer so appointed shall be entitled to compensation not to exceed the compensation specified in Section 6.05 hereof, which amount shall include compensation for acting as paying agent. If the Master Servicer and the Paying Agent are not the same party, the Master Servicer shall pay the compensation of the Paying Agent. In the event the Trustee is required to solicit bids as provided above, the Trustee shall solicit, by public announcement, bids from housing and home finance institutions, banks and mortgage servicing institutions meeting the qualifications set forth in the preceding sentence for the purchase of the master servicing functions. Such public announcement shall specify that the successor master servicer shall be entitled to the full amount of the Master Servicing Fee as compensation together with the other master servicing compensation in the form of late reporting fees or otherwise as provided in Section 6.05, which amount shall include compensation for acting as paying agent. Within 30 days after any such public announcement, the Trustee shall negotiate and effect the sale, transfer and assignment of the master servicing rights and responsibilities hereunder to the qualified party submitting the highest qualifying bid. The Trustee shall deduct all costs and expenses of any public announcement and of any sale, transfer and assignment of the master servicing rights and responsibilities hereunder from any sum received by the Trustee from the successor to the Master Servicer in respect of such sale, transfer and assignment. After such deductions, the remainder of such sum shall be paid by the Trustee to the Master Servicer at the time of such sale, transfer and assignment to the Master Servicer's successor. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. The Master Servicer agrees to cooperate with the Trustee and any successor master servicer in effecting the termination of the Master Servicer's servicing responsibilities and rights hereunder and shall promptly provide the Trustee or such successor master servicer, as applicable, all documents and records reasonably requested by it to enable it to assume the Master Servicer's function hereunder and shall promptly also transfer to the Trustee or such successor master servicer, as applicable, all amounts which then have been or should have been deposited in the Certificate Account by the Master Servicer or which are thereafter received by the Master Servicer with respect to the Mortgage Loans. 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 caused by (i) the failure of the Master Servicer to deliver, or any delay in delivering, cash, documents or records to it, or (ii) restrictions imposed by any regulatory authority having jurisdiction over the Master Servicer. Notwithstanding anything to the contrary contained in Section 7.01 above or this Section 7.05, the Master Servicer shall retain all of its rights and responsibilities hereunder, and no successor (including the Trustee) shall succeed thereto, if the assumption thereof by such successor would cause the rating assigned to any Certificates to be revoked, downgraded or placed on credit review status (other than for possible upgrading) by any Rating Agency and the retention thereof by the Master Servicer would avert such revocation, downgrading or review. All costs associated with the appointment of a successor master servicer, to the extent not deducted from any sum received by the Trustee from the successor master servicer, shall be paid to the Person that incurred them by the predecessor master servicer. Without limiting the predecessor master servicer's obligation, if the predecessor master servicer fails to pay such costs, such costs shall be reimbursed by the Trust. The predecessor Master Servicer and successor Master Servicer shall notify the Depositor and Trustee of any such appointment at least two Business Days prior to the effective date thereof and shall provide the Depositor and the Trustee with all information required by the Depositor to comply with its reporting obligation under Item 6.02 of Form 8-K not later than the effective date of such appointment and the successor Master Servicer shall report such event on Form 8-K within four business days of the occurrence of such event.

Trustee to Act; Appointment of Successor. When the Master Servicer receives notice of termination pursuant to Section 7.01 or the Trustee receives the resignation of the Master Servicer evidenced by an Opinion of Counsel pursuant to Section 6.04, the Trustee shall be the successor in all respects to the Master Servicer in its capacity as master servicer under this Agreement and the transactions set forth or provided for herein and shall have the rights and powers and be subject to all the responsibilities, duties and liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof and in its capacity as such successor shall have the same limitation of liability herein granted to the Master Servicer. In the event that the Trustee is succeeding to the Master Servicer as the Master Servicer, as compensation therefor, the Trustee shall be entitled to receive monthly such portion of the Master Servicing Fee, together with such other master servicing compensation as is agreed to at such time by the Trustee and the Master Servicer, but in no event more than 25% thereof until the date of final cessation of the Master Servicer's master servicing activities hereunder. Notwithstanding the above, the Trustee may, if it shall be unwilling to so act, or shall, if it is unable to so act or to obtain a qualifying bid as described below, appoint, or petition a court of competent jurisdiction to appoint, any housing and home finance institution, bank or mortgage servicing institution having a net worth of not less than $10,000,000 and meeting such other standards for a successor master servicer as are set forth herein, 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; provided, however, that until such a successor master servicer is appointed and has assumed the responsibilities, duties and liabilities of the Master Servicer hereunder, the Trustee shall continue as the successor to the Master Servicer as provided above. The compensation Upon cessation of the Master Servicer's master servicing activities hereunder, the Trustee or any other successor master servicer so appointed shall be entitled to compensation not exceed the compensation specified in Section 6.05 hereof, which amount shall include compensation for acting as paying agent. If the Master Servicer and the Paying Agent are not the same party, the Master Servicer shall pay the compensation of the Paying Agent. In the event the Trustee is required to solicit bids as provided above, the Trustee shall solicit, by public announcement, bids from housing and home finance institutions, banks and mortgage servicing institutions meeting the qualifications set forth in the preceding sentence for the purchase of the master servicing functions. Such public announcement shall specify that the successor master servicer shall be entitled to the full amount of the Master Servicing Fee as compensation together with the other master servicing compensation in the form of late reporting fees or otherwise as provided in Section 6.05, which amount shall include compensation for acting as paying agent. Within 30 days after any such public announcement, the Trustee shall negotiate and effect the sale, transfer and assignment of the master servicing rights and responsibilities hereunder to the qualified party submitting the highest qualifying bid. The Trustee shall deduct all costs and expenses of any public announcement and of any sale, transfer and assignment of the master servicing rights and responsibilities hereunder from any sum received by the Trustee from the successor to the Master Servicer in respect of such sale, transfer and assignment. After such deductions, the remainder of such sum shall be paid by the Trustee to the Master Servicer at the time of such sale, transfer and assignment to the Master Servicer's successor. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. The Master Servicer agrees to cooperate with the Trustee and any successor master servicer in effecting the termination of the Master Servicer's servicing responsibilities and rights hereunder and shall promptly provide the Trustee or such successor master servicer, as applicable, all documents and records reasonably requested by it to enable it to assume the Master Servicer's function hereunder and shall promptly also transfer to the Trustee or such successor master servicer, as applicable, all amounts which then have been or should have been deposited in the Certificate Account by the Master Servicer or which are thereafter received by the Master Servicer with respect to the Mortgage Loans. 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 caused by (i) the failure of the Master Servicer to deliver, or any delay in delivering, cash, documents or records to it, or (ii) restrictions imposed by any regulatory authority having jurisdiction over the Master Servicer. Notwithstanding anything to the contrary contained in Section 7.01 above or this Section 7.05, the Master Servicer shall retain all of its rights and responsibilities hereunder, and no successor (including the Trustee) shall succeed thereto, if the assumption thereof by such successor would cause the rating assigned to any Certificates to be revoked, downgraded or placed on credit review status (other than for possible upgrading) by any Rating Agency and the retention thereof by the Master Servicer would avert such revocation, downgrading or review. All costs associated with the appointment of a successor master servicer, to the extent not deducted from any sum received by the Trustee from the successor master servicer, shall be paid to the Person that incurred them by the predecessor master servicer. Without limiting the predecessor master servicer's obligation, if the predecessor master servicer fails to pay such costs, such costs shall be reimbursed by the Trust. The predecessor Master Servicer and successor Master Servicer shall notify the Depositor and Trustee of any such appointment at least two Business Days prior to the effective date thereof and shall provide the Depositor and the Trustee with all information required by the Depositor to comply with its reporting obligation under Item 6.02 of Form 8-K not later than the effective date of such appointment and the successor Master Servicer shall report such event on Form 8-K within four business days of the occurrence of such event.

Trustee to Act; Appointment of Successor. When (a) Within 90 days of the time the Master Servicer (and the Trustee, if notice is sent by the Holders) receives a notice of termination pursuant to Section 7.01 or the Trustee receives the resignation of the Master Servicer evidenced by an Opinion of Counsel pursuant to Section 6.04, the Trustee (or such other successor Master Servicer as is acceptable to the Guarantor and approved in accordance with this Agreement) shall be the successor in all respects to the Master Servicer in its capacity as master servicer under this Agreement and the transactions set forth or provided for herein and shall have the rights and powers and be subject to all the responsibilities, duties and liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof arising on and after its succession. Notwithstanding the foregoing, the parties hereto agree that the Trustee, in its capacity as such successor shall have the same limitation of liability herein granted to the Master Servicer. In , immediately will assume all of the event that the Trustee is succeeding to obligations of the Master Servicer to make Advances. Notwithstanding the foregoing, the Trustee, in its capacity as the successor Master Servicer, as shall not be responsible for the lack of information and/or documents that it cannot obtain through reasonable efforts. As compensation therefor, immediately upon assumption of the obligations to make Advances, in its capacity as successor Master Servicer, the Trustee (or such other successor Master Servicer) shall be entitled to receive monthly such portion of compensation as the Master Servicing Fee, together with Servicer would have been entitled to hereunder if no such other servicing compensation as is agreed to at such time by the Trustee and the Master Servicer, but in no event more than 25% thereof until the date notice of final cessation of the Master Servicer's servicing activities hereundertermination had been given. Notwithstanding the above, (i) if the Trustee may, if it shall be is unwilling to act as successor Master Servicer or (ii) if the Trustee is legally unable so to act, or shall, if it is unable to so act or to obtain a qualifying bid as described below, appoint, the Trustee shall appoint or petition a court of competent jurisdiction to appoint, any established housing and home finance institution, bank or other mortgage servicing institution loan or home equity loan master servicer having a net worth of not less than $10,000,000 and meeting such other standards for a successor servicer as are set forth herein, 50,000,000 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; provided, howeverthat the appointment of any such successor Master Servicer shall be approved by the Guarantor, as evidenced by the Guarantor's prior written consent; provided further, that until in connection with the appointment of such successor Master Servicer hereunder, the Guarantor shall consult with the NIMS Insurer, but the decision to appoint a successor master servicer is appointed and has assumed Master Servicer shall remain in the responsibilities, duties and liabilities Guarantor's sole discretion. Pending appointment of a successor to the Master Servicer hereunder, unless the Trustee is prohibited by law from so acting, the Trustee shall continue act in such capacity as hereinabove provided. In connection with such appointment and assumption, the successor shall be entitled to receive compensation out of payments on Mortgage Loans in an amount equal to the compensation which the Master Servicer would otherwise have received pursuant to Section 3.18 (or such other compensation as provided abovethe Trustee and such successor shall agree, not to exceed the Servicing Fee). The compensation appointment of a successor Master Servicer shall not affect any liability of the predecessor Master Servicer which may have arisen under this Agreement prior to its termination as Master Servicer to pay any deductible under an insurance policy pursuant to Section 3.10 or to indemnify the Seller, the Depositor, the Trustee, the Guarantor, the NIMS Insurer and each Certificateholder pursuant to Section 6.03, nor shall any successor Master Servicer be liable for any acts or omissions of the predecessor Master Servicer or for any breach by such Master Servicer of any of its representations or warranties contained herein or in any related document or agreement. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. All Servicing Transfer Costs shall be paid by the predecessor Master Servicer upon presentation of reasonable documentation of such costs, and if such predecessor Master Servicer defaults in its obligation to pay such costs, such costs shall be paid by the successor Master Servicer or the Trustee (in which case the successor Master Servicer or the Trustee, as applicable, shall be entitled to reimbursement therefor from the assets of the Trust Fund). Any indemnification from the Trust Fund, as contemplated above, shall be payable by the Trust Fund in the manner set forth in Section 3.05(a)(ix); provided, however, that the dollar limit set forth in such section shall not be applicable if the appointment of a successor is made through a court proceeding or if the predecessor master servicer is subject to any insolvency, bankruptcy, reorganization, receivership or similar proceeding and the court having jurisdiction over such a proceeding has determined that the "automatic stay" provisions of section 362 of Title 11 of the U.S. Code or similar provisions are applicable to this Agreement and has not appointed or approved a successor master servicer so appointed shall not exceed or has ordered the compensation specified in Section 6.05Trustee to take action under this Agreement, which will cause the Trustee to incur expenses, disbursements or advances under this Agreement.

Trustee to Act; Appointment of Successor. When the Master Servicer receives notice of termination pursuant to Section 7.01 or the Trustee receives the resignation of the Master Servicer evidenced by an Opinion of Counsel pursuant to Section 6.04, the Trustee shall be the successor in all respects to the Master Servicer in its capacity as master servicer under this Agreement and the transactions set forth or provided for herein and shall have the rights and powers and be subject to all the responsibilities, duties and liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof and in its capacity as such successor shall have the same limitation of liability herein granted to the Master Servicer. In the event that the Trustee is succeeding to the Master Servicer as the Master Servicer, as compensation therefor, the Trustee shall be entitled to receive monthly such portion of the Master Servicing Fee, together with such other master servicing compensation as is agreed to at such time by the Trustee and the Master Servicer, but in no event more than 25% thereof until the date of final cessation of the Master Servicer's servicing activities hereunder. Notwithstanding the above, the Trustee may, if it shall be unwilling to so act, or shall, if it is unable to so act or to obtain a qualifying bid as described below, appoint, or petition a court of competent jurisdiction to appoint, any housing and home finance institution, bank or mortgage servicing institution having a net worth of not less than $10,000,000 and meeting such other standards for a successor master servicer as are set forth herein, 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; provided, however, that until such a successor master servicer is appointed and has assumed the responsibilities, duties and liabilities of the Master Servicer hereunder, the Trustee shall continue as the successor to the Master Servicer as provided above. The compensation of any successor master servicer so appointed shall not exceed the compensation specified in Section 6.05

Trustee to Act; Appointment of Successor. When 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 7.01 or the Trustee receives the resignation of the Master Servicer evidenced by an Opinion of Counsel pursuant to Section 6.047.01, the Trustee shall be the successor in all respects to the Master Servicer or the Special Servicer, as the case may be, in its capacity as master servicer such under this Agreement and the transactions set forth or provided for herein and shall have the rights and powers and 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 and in its capacity as such successor shall have the same limitation of liability herein granted to hereof, including, without limitation, the Master Servicer. In 's obligation to make Delinquency Advances; provided, that any failure to perform such duties or responsibilities caused by the event that 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 is succeeding to hereunder. The Trustee shall not be liable for any of the representations and warranties of the Master Servicer as or the Special Servicer or for any losses incurred by the Master Servicer, as Servicer or the Special Servicer pursuant to Section 3.06 hereunder nor shall the Trustee be required to purchase any Mortgage Loan or Serviced B Note hereunder. As compensation therefor, the Trustee shall be entitled to receive monthly such portion of the applicable Servicing Fee and Special Servicing Fee and all funds relating to the Mortgage Loans and the Serviced B Notes which the Master Servicing FeeServicer or the Special Servicer (other than any Workout Fees owed pursuant to Section 3.11(c)) would have been entitled to charge to the Certificate Account, together with such other servicing compensation as is agreed to at such time by any Serviced Whole Loan Custodial Account or the Trustee and Distribution Account if the Master Servicer, but in no event more than 25% thereof until Servicer or the date of final cessation of the Master Servicer's servicing activities Special Servicer had continued to act hereunder. Notwithstanding the above, the Trustee may, if it shall be unwilling to so act, or shall, if it is unable to so act or if the Holders of Certificates entitled to obtain at least 51% of the Voting Rights so request in writing to the Trustee or if the Trustee is not approved as a qualifying bid master servicer or special servicer, as described belowthe case may be, appointby each Rating Agency rating the Certificates, promptly appoint any FNMA or petition a court of competent jurisdiction to appoint, any housing and home finance institution, bank or FHLMC-approved mortgage loan servicing institution having that has a net worth of not less than $10,000,000 and meeting is otherwise acceptable to each such other standards for a successor servicer Rating Agency (as are set forth hereinevidenced by Rating Agency Confirmation), 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; provided, however, that until such . No appointment of a successor master servicer is appointed and has assumed to the Master Servicer or the Special Servicer, as the case may be, hereunder shall be effective until the assumption of the successor to the Master Servicer or the Special Servicer, as the case may be, of all the responsibilities, duties and liabilities of the Master Servicer or the Special Servicer, as the case may be, hereunder. Pending appointment of a successor to the Master Servicer or the Special Servicer, as the case may be, hereunder, the Trustee shall continue act in such capacity as hereinabove provided. In connection with any such appointment and assumption described herein, the Trustee may make such arrangements for the compensation of such successor out of payments on Mortgage Loans and the Serviced B Notes or otherwise as it and such successor shall agree; provided, however, that no such compensation shall be in excess of that permitted the 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. The Trustee shall be reimbursed for all of its out-of-pocket expenses incurred in connection with obtaining such successor servicer by the Trust within 60 days of the Trustee's submission of an invoice with respect thereto and after making reasonable efforts to collect such amounts from the successor servicer, to the Master Servicer as provided above. The compensation of any extent such expenses have not been reimbursed by the successor master servicer so appointed servicer; such expenses paid by the Trust Fund shall not exceed the compensation specified in Section 6.05be deemed to be an Additional Trust Fund Expense.

Trustee to Act; Appointment of Successor. When the Master Servicer receives notice of termination pursuant to Section 7.01 or the Trustee receives the resignation of the Master Servicer evidenced by an Opinion of Counsel pursuant to Section 6.04, the Trustee shall be the successor in all respects to the Master Servicer in its capacity as master servicer under this Agreement and the transactions set forth or provided for herein and shall have the rights and powers and be subject to all the responsibilities, duties and liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof and in its capacity as such successor shall have the same limitation of liability herein granted to the Master Servicer. In the event that the Trustee is succeeding to the Master Servicer as the Master Servicer, as compensation therefor, the Trustee shall be entitled to receive monthly such portion of the Available Master Servicing FeeCompensation less any Compensating Interest payable by the Master Servicer on the next Distribution Date, together with such other servicing compensation as is agreed to at such time by the Trustee and the Master Servicer, but in no event more than 25% thereof until the date of final cessation of the Master Servicer's servicing activities hereunder. Notwithstanding the above, the Trustee may, if it shall be unwilling to so act, or shall, if it is unable to so act or to obtain a qualifying bid as described below, appoint, or petition a court of competent jurisdiction to appoint, any housing and home finance institution, bank or mortgage servicing institution having a net worth of not less than $10,000,000 and meeting such other standards for a successor servicer as are set forth herein, 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; provided, however, that until such a successor master servicer is appointed and has assumed the responsibilities, duties and liabilities of the Master Servicer hereunder, the Trustee shall continue as the successor to the Master Servicer as provided above. The compensation of any successor master servicer so appointed shall not exceed the compensation specified in Section 6.05

Trustee to Act; Appointment of Successor. When the Master Servicer receives notice of termination pursuant to Section 7.01 or the Trustee receives the resignation of the Master Servicer evidenced by an Opinion of Counsel pursuant to Section 6.04, the Trustee shall be the successor in all respects to the Master Servicer in its capacity as master servicer under this Agreement and the transactions set forth or provided for herein and shall have the rights and powers and be subject to all the responsibilities, duties and liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof and in its capacity as such successor shall have the same limitation of liability herein granted to the Master Servicer. In the event that the Trustee is succeeding to the Master Servicer as the Master Servicer, as compensation therefor, the Trustee shall be entitled to receive monthly such portion of the Master Servicing Fee, together with such other master servicing compensation as is agreed to at such time by the Trustee and the Master Servicer, but in no event more than 25% thereof until the date of final cessation of the Master Servicer's ’s master servicing activities hereunder. Notwithstanding the above, the Trustee may, if it shall be unwilling to so act, or shall, if it is unable to so act or to obtain a qualifying bid as described below, appoint, or petition a court of competent jurisdiction to appoint, any housing and home finance institution, bank or mortgage servicing institution having a net worth of not less than $10,000,000 and meeting such other standards for a successor master servicer as are set forth herein, 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; provided, however, that until such a successor master servicer is appointed and has assumed the responsibilities, duties and liabilities of the Master Servicer hereunder, the Trustee shall continue as the successor to the Master Servicer as provided above. The compensation Upon cessation of the Master Servicer’s master servicing activities hereunder, the Trustee or any other successor master servicer so appointed shall be entitled to compensation not exceed the compensation specified in Section 6.05 hereof. In the event the Trustee is required to solicit bids as provided above, the Trustee shall solicit, by public announcement, bids from housing and home finance institutions, banks and mortgage servicing institutions meeting the qualifications set forth in the preceding sentence for the purchase of the master servicing functions. Such public announcement shall specify that the successor master servicer shall be entitled to the full amount of the Master Servicing Fee as compensation together with the other master servicing compensation in the form of late reporting fees or otherwise as provided in Section 6.05. Within 30 days after any such public announcement, the Trustee shall negotiate and effect the sale, transfer and assignment of the master servicing rights and responsibilities hereunder to the qualified party submitting the highest qualifying bid. The Trustee shall deduct all costs and expenses of any public announcement and of any sale, transfer and assignment of the master servicing rights and responsibilities hereunder from any sum received by the Trustee from the successor to the Master Servicer in respect of such sale, transfer and assignment. After such deductions, the remainder of such sum shall be paid by the Trustee to the Master Servicer at the time of such sale, transfer and assignment to the Master Servicer’s successor. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. The Master Servicer agrees to cooperate with the Trustee and any successor master servicer in effecting the termination of the Master Servicer’s servicing responsibilities and rights hereunder and shall promptly provide the Trustee or such successor master servicer, as applicable, all documents and records reasonably requested by it to enable it to assume the Master Servicer’s function hereunder and shall promptly also transfer to the Trustee or such successor master servicer, as applicable, all amounts which then have been or should have been deposited in the Certificate Account by the Master Servicer or which are thereafter received by the Master Servicer with respect to the Mortgage Loans. 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 caused by (i) the failure of the Master Servicer to deliver, or any delay in delivering, cash, documents or records to it, or (ii) restrictions imposed by any regulatory authority having jurisdiction over the Master Servicer. Notwithstanding anything to the contrary contained in Section 7.01 above or this Section 7.05, the Master Servicer shall retain all of its rights and responsibilities hereunder, and no successor (including the Trustee) shall succeed thereto, if the assumption thereof by such successor would cause the rating assigned to any Certificates to be revoked, downgraded or placed on credit review status (other than for possible upgrading) by either Rating Agency and the retention thereof by the Master Servicer would avert such revocation, downgrading or review. All costs associated with the appointment of a successor master servicer, to the extent not deducted from any sum received by the Trustee from the successor master servicer, shall be paid to the Person that incurred them by the predecessor master servicer. Without limiting the predecessor master servicer’s obligation, if the predecessor master servicer fails to pay such costs, such costs shall be reimbursed by the Trust.

Trustee to Act; Appointment of Successor. When the Master Servicer receives notice of termination pursuant to Section 7.01 or the Trustee or the Trust Administrator receives the resignation of the Master Servicer evidenced by an Opinion of Counsel pursuant to Section 6.04, the Trust Administrator on behalf of the Trustee shall be the successor in all respects to the Master Servicer in its capacity as master servicer under this Agreement and the transactions set forth or provided for herein and shall have the rights and powers and be subject to all the responsibilities, duties and liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof and in its capacity as such successor shall have the same limitation of liability herein granted to the Master Servicer. In the event that the Trustee Trust Administrator is succeeding to the Master Servicer as the Master Servicer, as compensation therefor, the Trustee Trust Administrator shall be entitled to receive monthly such portion of the Master Servicing Fee, together with such other servicing compensation as is agreed to at such time by the Trustee Trust Administrator and the Master Servicer, but in no event more than 25% thereof until the date of final cessation of the Master Servicer's servicing activities hereunder. Notwithstanding the above, the Trustee Trust Administrator may, if it shall be unwilling to so act, or shall, if it is unable to so act or to obtain a qualifying bid as described below, appoint, or petition a court of competent jurisdiction to appoint, any housing and home finance institution, bank or mortgage servicing institution having a net worth of not less than $10,000,000 and meeting such other standards for a successor servicer as are set forth herein, 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; provided, however, that until such a successor master servicer is appointed and has assumed the responsibilities, duties and liabilities of the Master Servicer hereunder, the Trustee Trust Administrator shall continue as the successor to the Master Servicer as provided above. The compensation of any successor master servicer so appointed shall not exceed the compensation specified in Section 6.05 hereof. In the event the Trust Administrator is required to solicit bids as provided above, the Trust Administrator shall solicit, by public announcement, bids from housing and home finance institutions, banks and mortgage servicing institutions meeting the qualifications set forth in the preceding sentence for the purchase of the master servicing functions. Such public announcement shall specify that the successor master servicer shall be entitled to the full amount of the Master Servicing Fee as compensation together with the other servicing compensation in the form of late reporting fees or otherwise as provided in Section 6.05. Within 30 days after any such public announcement, the Trust Administrator shall negotiate and effect the sale, transfer and assignment of the master servicing rights and responsibilities hereunder to the qualified party submitting the highest qualifying bid. The Trust Administrator shall deduct all costs and expenses of any public announcement and of any sale, transfer and assignment of the servicing rights and responsibilities hereunder from any sum received by the Trust Administrator from the successor to the Master Servicer in respect of such sale, transfer and assignment. After such deductions, the remainder of such sum shall be paid by the Trust Administrator to the Master Servicer at the time of such sale, transfer and assignment to the Master Servicer's successor. The Trust Administrator and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. The Master Servicer agrees to cooperate with the Trust Administrator and any successor servicer in effecting the termination of the Master Servicer's servicing responsibilities and rights hereunder and shall promptly provide the Trust Administrator or such successor master servicer, as applicable, all documents and records reasonably requested by it to enable it to assume the Master Servicer's function hereunder and shall promptly also transfer to the Trust Administrator or such successor master servicer, as applicable, all amounts which then have been or should have been deposited in the Certificate Account by the Master Servicer or which are thereafter received by the Master Servicer with respect to the Mortgage Loans. Neither the Trust Administrator 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 caused by (i) the failure of the Master Servicer to deliver, or any delay in delivering, cash, documents or records to it, or (ii) restrictions imposed by any regulatory authority having jurisdiction over the Master Servicer. Notwithstanding anything to the contrary contained in Section 7.01 above or this Section 7.05, the Master Servicer shall retain all of its rights and responsibilities hereunder, and no successor (including the Trust Administrator) shall succeed thereto, if the assumption thereof by such successor would cause the rating assigned to any Certificates to be revoked, downgraded or placed on credit review status (other than for possible upgrading) by either Rating Agency and the retention thereof by the Master Servicer would avert such revocation, downgrading or review.

Trustee to Act; Appointment of Successor. When the Master Servicer receives notice of termination pursuant to Section 7.01 or the Trustee receives the resignation of the Master Servicer evidenced by an Opinion of Counsel pursuant to Section 6.04, the Trustee shall be the successor in all respects to the Master Servicer in its capacity as master servicer under this Agreement and the transactions set forth or provided for herein and shall have the rights and powers and be subject to all the responsibilities, duties and liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof and in its capacity as such successor shall have the same limitation of liability herein granted to the Master Servicer. In the event that the Trustee is succeeding to the Master Servicer as the Master Servicer, as compensation therefor, the Trustee shall be entitled to receive monthly such portion of the Master Servicing Fee, together with such other master servicing compensation as is agreed to at such time by the Trustee and the Master Servicer, but in no event more than 25% thereof until the date of final cessation of the Master Servicer's master servicing activities hereunder. Notwithstanding the above, the Trustee may, if it shall be unwilling to so act, or shall, if it is unable to so act or to obtain a qualifying bid as described below, appoint, or petition a court of competent jurisdiction to appoint, any housing and home finance institution, bank or mortgage servicing institution having a net worth of not less than $10,000,000 and meeting such other standards for a successor master servicer as are set forth herein, 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; provided, however, that until such a successor master servicer is appointed and has assumed the responsibilities, duties and liabilities of the Master Servicer hereunder, the Trustee shall continue as the successor to the Master Servicer as provided above. The compensation Upon cessation of the Master Servicer's master servicing activities hereunder, the Trustee or any other successor master servicer so appointed shall be entitled to compensation not exceed the compensation specified in Section 6.05 hereof, which amount shall include compensation for acting as paying agent. In the event the Trustee is required to solicit bids as provided above, the Trustee shall solicit, by public announcement, bids from housing and home finance institutions, banks and mortgage servicing institutions meeting the qualifications set forth in the preceding sentence for the purchase of the master servicing functions. Such public announcement shall specify that the successor master servicer shall be entitled to the full amount of the Master Servicing Fee as compensation together with the other master servicing compensation in the form of late reporting fees or otherwise as provided in Section 6.05, which amount shall include compensation for acting as paying agent. Within 30 days after any such public announcement, the Trustee shall negotiate and effect the sale, transfer and assignment of the master servicing rights and responsibilities hereunder to the qualified party submitting the highest qualifying bid. The Trustee shall deduct all costs and expenses of any public announcement and of any sale, transfer and assignment of the master servicing rights and responsibilities hereunder from any sum received by the Trustee from the successor to the Master Servicer in respect of such sale, transfer and assignment. After such deductions, the remainder of such sum shall be paid by the Trustee to the Master Servicer at the time of such sale, transfer and assignment to the Master Servicer's successor. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. The Master Servicer agrees to cooperate with the Trustee and any successor master servicer in effecting the termination of the Master Servicer's servicing responsibilities and rights hereunder and shall promptly provide the Trustee or such successor master servicer, as applicable, all documents and records reasonably requested by it to enable it to assume the Master Servicer's function hereunder and shall promptly also transfer to the Trustee or such successor master servicer, as applicable, all amounts which then have been or should have been deposited in the Certificate Account by the Master Servicer or which are thereafter received by the Master Servicer with respect to the Mortgage Loans. 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 caused by (i) the failure of the Master Servicer to deliver, or any delay in delivering, cash, documents or records to it, or (ii) restrictions imposed by any regulatory authority having jurisdiction over the Master Servicer. Notwithstanding anything to the contrary contained in Section 7.01 above or this Section 7.05, the Master Servicer shall retain all of its rights and responsibilities hereunder, and no successor (including the Trustee) shall succeed thereto, if the assumption thereof by such successor would cause the rating assigned to any Certificates to be revoked, downgraded or placed on credit review status (other than for possible upgrading) by any Rating Agency and the retention thereof by the Master Servicer would avert such revocation, downgrading or review. All costs associated with the appointment of a successor master servicer, to the extent not deducted from any sum received by the Trustee from the successor master servicer, shall be paid to the Person that incurred them by the predecessor master servicer. Without limiting the predecessor master servicer's obligation, if the predecessor master servicer fails to pay such costs, such costs shall be reimbursed by the Trust. The predecessor Master Servicer and successor Master Servicer shall notify the Depositor and Trustee of any such appointment at least two Business Days prior to the effective date thereof and shall provide the Depositor and the Trustee with all information required by the Depositor to comply with its reporting obligation under Item 6.02 of Form 8-K not later than the effective date of such appointment and the successor Master Servicer shall report such event on Form 8-K within four business days of the occurrence of such event.

Trustee to Act; Appointment of Successor. When On and after the time the Master Servicer receives a notice of termination pursuant to Section 7.01 hereof or the Trustee receives the resignation of the Master Servicer evidenced by an Opinion of Counsel resigns pursuant to Section 6.046.06 hereof, the Trustee shall be the successor in all respects to the Master Servicer in its capacity as master servicer under this the Pooling and Servicing Agreement and in connection with the transactions set forth or provided for herein and shall have the rights and powers and be subject to all the responsibilities, duties and liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof and in its capacity as such successor shall have the same limitation of liability herein granted to the Master Servicerhereof. In the event that the Trustee is succeeding to the Master Servicer as the Master Servicer, as As compensation therefor, the Trustee Trustee, except as provided in Section 7.01 hereof, shall be entitled to receive monthly such portion compensation (whether payable out of the Master Servicing Fee, together with such other servicing compensation Distribution Account or otherwise) as is agreed to at such time by the Trustee and the Master ServicerServicer would have been entitled to receive hereunder if no such notice of termination had been given, but in no event more than 25% thereof until the date of final cessation of as well as all protections and indemnification afforded the Master Servicer's servicing activities hereunderServicer pursuant to Section 6.05 above. Notwithstanding the above, the Trustee may, if it shall be is unwilling or unable so to so act, or shallit may or, if at the written request of Certificateholders entitled to at least 51% of the Voting Rights, it is unable to so act or to obtain a qualifying bid as described below, shall appoint, or petition a court of competent jurisdiction to appoint, any established housing and home finance institution, bank or mortgage servicing institution having a net worth of not less than $10,000,000 15,000,000 and meeting such other standards for a successor servicer as are set forth hereinacceptable to 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; provided, however, that until such . No appointment of a successor master servicer is appointed and has assumed to the Master Servicer shall be effective until the assumption by the successor of all future responsibilities, duties and liabilities of the Master Servicer hereunder, under the Trustee shall continue as the Pooling and Servicing Agreement. Pending appointment of a successor to the Master Servicer hereunder, unless the Trustee is prohibited by law from so acting, the Trustee or an Affiliate of the Trustee shall act as Master Servicer hereunder as provided above. The Notwithstanding any of the foregoing, the successor Master Servicer shall not be required to purchase any Assets from the Trust pursuant to these Standard Terms except (i) under Section 2.05(a)(2) hereof to the extent the obligation to repurchase arose out of a breach of a representation, warranty or covenant by the successor Master Servicer and (ii) under Section 2.05(b) hereof to the extent the Master Servicer's obligation to effect remedial action as described in such Section arose after the successor Master Servicer began serving as Master Servicer. It is understood that any predecessor Master Servicer shall remain liable for any breaches of representations, warranties and covenants that it committed while it was the Master Servicer, and shall remain responsible for effecting remedial actions described in Section 2.05(b) hereof (and for repurchasing Assets pursuant to such Section 2.05(b)) to the extent the obligation to undertake such remedial action arose while such predecessor Master Servicer was the Master Servicer hereunder. In connection with the appointment of a successor Master Servicer, the Trustee may make such arrangements for the compensation of such successor servicer out of payments on the related Assets as it and such successor shall agree; provided, however, that no such compensation shall be in excess of that permitted the Master Servicer under the terms of the Pooling and Servicing Agreement. The Trustee and such successor servicer shall take such action, consistent with the Pooling and Servicing Agreement, as shall be necessary to effectuate any such succession. Any successor master servicer so appointed to the Master Servicer shall maintain in force during the term of its service as Master Servicer the policy or policies that the Master Servicer is required to maintain pursuant to Section 3.15(c) hereof. Upon any Event of Default described hereunder, the Trustee, in addition to the rights specified in this Section, shall have the right, in its own name and as "Trustee," to take all actions now or hereafter existing at law, in equity or by statute to enforce its rights and remedies and to protect the interests of the Certificateholders, and enforce the rights and remedies of the Certificateholders (including the institution and prosecution of all judicial, administrative and other proceedings and the filings of proofs of claim and debt in connection therewith). No remedy provided for by the Pooling and Servicing Agreement shall be exclusive of any other remedy, and each and every remedy shall be cumulative and in addition to any other remedy and no delay or omission to exercise any right or remedy shall impair any such right or remedy or shall be deemed to be a waiver of any Event of Default. Amounts payable to the Trustee to reimburse it for any expenses it incurs in connection with any actions taken by it pursuant to this paragraph are intended to constitute administrative expenses. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Certificateholder any plan of reorganization, arrangement, adjustment or composition affecting the Certificates or the rights of any Holder thereof, or to authorize the Trustee to vote in respect of the claim of any Certificateholder in any such Proceeding. For the purposes of this Section 7.02 and Section 7.03 hereof, the Trustee shall not exceed be deemed to have knowledge of a Default or an Event of Default hereunder unless an Officer of the compensation specified in Section 6.05Trustee having direct responsibility for the administration of the Pooling and Servicing Agreement has actual knowledge thereof or unless written notice of any Event of Default is received by the Trustee and such notice references the Certificates or the Trust.

Trustee to Act; Appointment of Successor. When (a) From the time the Master Servicer (and the Trustee, if notice is sent by the Holders) receives a notice of termination pursuant to Section 7.01 or the Trustee receives the resignation of the Master Servicer evidenced by an Opinion of Counsel pursuant to Section 6.04, the Trustee (or such other successor Master Servicer as is approved in accordance with this Agreement) shall be the successor in all respects to the Master Servicer in its capacity as master servicer under this Agreement and the transactions set forth or provided for herein and shall have the rights and powers and be subject to all the responsibilities, duties and liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof arising on and after its succession. Notwithstanding the foregoing, the parties hereto agree that the Trustee, in its capacity as such successor shall have the same limitation of liability herein granted to the Master Servicer. In , immediately will assume all of the event that the Trustee is succeeding to obligations of the Master Servicer to make advances. Notwithstanding the foregoing, the Trustee, in its capacity as the successor Master Servicer, as shall not be responsible for the lack of information and/or documents that it cannot obtain through reasonable efforts. It is understood and acknowledged by the parties hereto that there will be a period of transition (not to exceed 90 days) before the transition of servicing obligations is fully effective. As compensation therefor, the Trustee (or such other successor Master Servicer) shall be entitled to receive monthly such portion of compensation as the Master Servicing Fee, together with Servicer would have been entitled to hereunder if no such other servicing compensation as is agreed to at such time by the Trustee and the Master Servicer, but in no event more than 25% thereof until the date notice of final cessation of the Master Servicer's servicing activities hereundertermination had been given. Notwithstanding the above, (i) if the Trustee may, if it shall be is unwilling to act as successor Master Servicer or (ii) if the Trustee is legally unable so to act, or shall, if it is unable to so act or to obtain a qualifying bid as described below, appoint, the Trustee shall appoint or petition a court of competent jurisdiction to appoint, any established housing and home finance institution, bank or other mortgage servicing institution loan or home equity loan servicer having a net worth of not less than [$10,000,000 and meeting such other standards for a successor servicer as are set forth herein, ________________] 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; provided, howeverPROVIDED, that until the appointment of any such successor Master Servicer shall be approved by the NIMS Insurer (such approval not to be unreasonably withheld), as evidenced by the prior written consent of the NIMS Insurer, and will not result in the qualification, reduction or withdrawal of the ratings assigned to the Certificates by the Rating Agencies as evidenced by a letter to such effect from the Rating Agencies. Pending appointment of a successor master servicer is appointed and has assumed the responsibilities, duties and liabilities of to the Master Servicer hereunder, unless the Trustee is prohibited by law from so acting, the Trustee shall continue act in such capacity as hereinabove provided. In connection with such appointment and assumption, the successor shall be entitled to receive compensation out of payments on Mortgage Loans in an amount equal to the compensation which the Master Servicer would otherwise have received pursuant to Section 3.18 (or such other compensation as provided abovethe Trustee and such successor shall agree, not to exceed the Servicing Fee). The compensation appointment of a successor Master Servicer shall not affect any liability of the predecessor Master Servicer which may have arisen under this Agreement prior to its termination as Master Servicer to pay any deductible under an insurance policy pursuant to Section 3.14 or to indemnify the Trustee or the NIMS Insurer pursuant to Section 6.03), nor shall any successor Master Servicer be liable for any acts or omissions of the predecessor Master Servicer or for any breach by such Master Servicer of any of its representations or warranties contained herein or in any related document or agreement. The Trustee and such successor master servicer so appointed shall not exceed take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. All Servicing Transfer Costs shall be paid by the compensation specified predecessor Master Servicer upon presentation of reasonable documentation of such costs, and if such predecessor Master Servicer defaults in Section 6.05its obligation to pay such costs, such costs shall be paid by the successor Master Servicer or the Trustee (in which case the successor Master Servicer or the Trustee, as applicable, shall be entitled to reimbursement therefor from the assets of the Trust).

Trustee to Act; Appointment of Successor. When On and after the time the Master Servicer receives a notice of termination pursuant to Section 7.01 hereof or the Trustee receives the resignation of the Master Servicer evidenced by an Opinion of Counsel resigns pursuant to Section 6.046.06 or 6.03(i) hereof, the Trustee shall be the successor in all respects to the Master Servicer in its capacity as master servicer under this the Pooling and Servicing Agreement and in connection with the transactions set forth or provided for herein and shall have the rights and powers and be subject to all the responsibilities, duties and liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof and in its capacity as such successor shall have the same limitation of liability herein granted to the Master Servicerhereof. In the event that the Trustee is succeeding to the Master Servicer as the Master Servicer, as As compensation therefor, the Trustee Trustee, except as provided in Section 7.01 hereof, shall be entitled to receive monthly such portion compensation (whether payable out of the Master Servicing Fee, together with such other servicing compensation Distribution Account or otherwise) as is agreed to at such time by the Trustee and the Master ServicerServicer would have been entitled to receive hereunder if no such notice of termination had been given, but in no event more than 25% thereof until the date of final cessation of as well as all protections and indemnification afforded the Master Servicer's servicing activities hereunderServicer pursuant to Section 6.05 above. Notwithstanding the above, the Trustee may, if it shall be is unwilling or unable so to so act, or shallit may or, if at the written request of Certificateholders entitled to at least 51% of the Voting Rights, it is unable to so act or to obtain a qualifying bid as described below, shall appoint, or petition a court of competent jurisdiction to appoint, any established housing and home finance institution, bank or mortgage servicing institution having a net worth of not less than $10,000,000 15,000,000 and meeting such other standards for a successor servicer as are set forth hereinacceptable to 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; provided, however, that until such . No appointment of a successor master servicer is appointed and has assumed to the Master Servicer shall be effective until the assumption by the successor of all future responsibilities, duties and liabilities of the Master Servicer hereunder, under the Trustee shall continue as the Pooling and Servicing Agreement. Pending appointment of a successor to the Master Servicer hereunder, unless the Trustee is prohibited by law from so acting, the Trustee or an Affiliate of the Trustee shall act as Master Servicer hereunder as provided above. The Notwithstanding any of the foregoing, the successor Master Servicer shall not be required to purchase any Assets from the Trust pursuant to these Standard Terms except (i) under Section 2.05(a)(2) hereof to the extent the obligation to repurchase arose out of a breach of a representation, warranty or covenant by the successor Master Servicer and (ii) under Section 2.05(b) hereof to the extent the Master Servicer's obligation to effect remedial action as described in such Section arose after the successor Master Servicer began serving as Master Servicer. It is understood that any predecessor Master Servicer shall remain liable for any breaches of representations, warranties and covenants that it committed while it was the Master Servicer, and shall remain responsible for effecting remedial actions described in Section 2.05(b) hereof (and for repurchasing Assets pursuant to such Section 2.05(b)) to the extent the obligation to undertake such remedial action arose while such predecessor Master Servicer was the Master Servicer hereunder. In connection with the appointment of a successor Master Servicer, the Trustee may make such arrangements for the compensation of such successor servicer out of payments on the related Assets as it and such successor shall agree; provided, however, that no such compensation shall be in excess of that permitted the Master Servicer under the terms of the Pooling and Servicing Agreement. The Trustee and such successor servicer shall take such action, consistent with the Pooling and Servicing Agreement, as shall be necessary to effectuate any such succession. Any successor to the Master Servicer shall maintain in force during the term of its service as Master Servicer the policy or policies that the Master Servicer is required to maintain pursuant to Section 3.15(c) hereof. Upon any Event of Default described hereunder, the Trustee, in addition to the rights specified in this Section, shall have the right, in its own name and as "Trustee," to take all actions now or hereafter existing at law, in equity or by statute to enforce its rights and remedies and to protect the interests of the Certificateholders, and enforce the rights and remedies of the Certificateholders (including the institution and prosecution of all judicial, administrative and other proceedings and the filings of proofs of claim and debt in connection therewith). No remedy provided for by the Pooling and Servicing Agreement shall be exclusive of any other remedy, and each and every remedy shall be cumulative and in addition to any other remedy and no delay or omission to exercise any right or remedy shall impair any such right or remedy or shall be deemed to be a waiver of any Event of Default. Amounts payable to the Trustee to reimburse it for any expenses it incurs in connection with any actions taken by it pursuant to this paragraph are intended to constitute administrative expenses. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Certificateholder any plan of reorganization, arrangement, adjustment or composition affecting the Certificates or the rights of any Holder thereof, or to authorize the Trustee to vote in respect of the claim of any Certificateholder in any such Proceeding. If the Master Servicer shall be required to resign pursuant to the terms of Section 6.03 (i) herein, then upon receiving such notice of resignation, the Trustee shall promptly appoint a successor Master Servicer. The Trustee may remove the Master Servicer if the FHA Assets or VA Assets included in the Trust Fund are not serviced in accordance with HUD, FHA and/or VA requirements, as applicable, or if the Master Servicer fails to service the FHA Assets or VA Assets according to reasonable and customary requirements. Any resignation or removal of the Master Servicer shall not become effective until acceptance of appointment by a qualified successor master servicer. The Trustee shall not appoint a successor master servicer so appointed unless such successor master servicer is both approved by HUD as a mortgagee and approved by HUD to service FHA insured mortgage loans. For the purposes of this Section 7.02 and Section 7.03 hereof, the Trustee shall not exceed be deemed to have knowledge of a Default or an Event of Default hereunder unless an Officer of the compensation specified in Section 6.05Trustee having direct responsibility for the administration of the Pooling and Servicing Agreement has actual knowledge thereof or unless written notice of any Event of Default is received by the Trustee and such notice references the Certificates or the Trust.

Trustee to Act; Appointment of Successor. When On and after the time the Master Servicer receives a notice of termination pursuant to Section 7.01 hereof or the Trustee receives the resignation of the Master Servicer evidenced by an Opinion of Counsel resigns pursuant to Section 6.046.06 or 6.03(i) hereof, the Trustee shall be the successor in all respects to the Master Servicer in its capacity as master servicer under this the Pooling and Servicing Agreement and in connection with the transactions set forth or provided for herein and shall have the rights and powers and be subject to all the responsibilities, duties and liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof and in its capacity as such successor shall have the same limitation of liability herein granted to the Master Servicerhereof. In the event that the Trustee is succeeding to the Master Servicer as the Master Servicer, as As compensation therefor, the Trustee Trustee, except as provided in Section 7.01 hereof, shall be entitled to receive monthly such portion compensation (whether payable out of the Master Servicing Fee, together with such other servicing compensation Distribution Account or otherwise) as is agreed to at such time by the Trustee and the Master ServicerServicer would have been entitled to receive hereunder if no such notice of termination had been given, but in no event more than 25% thereof until the date of final cessation of as well as all protections and indemnification afforded the Master Servicer's servicing activities hereunderServicer pursuant to Section 6.05 above. Notwithstanding the above, the Trustee may, if it shall be is unwilling or unable so to so act, or shallit may or, if at the written request of Certificateholders entitled to at least 51% of the Voting Rights, it is unable to so act or to obtain a qualifying bid as described below, shall appoint, or petition a court of competent jurisdiction to appoint, any established housing and home finance institution, bank or mortgage servicing institution having a net worth of not less than $10,000,000 15,000,000 and meeting such other standards for a successor servicer as are set forth hereinacceptable to 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; provided, however, that until such . No appointment of a successor master servicer is appointed and has assumed to the Master Servicer shall be effective until the assumption by the successor of all future responsibilities, duties and liabilities of the Master Servicer hereunder, under the Trustee shall continue as the Pooling and Servicing Agreement. Pending appointment of a successor to the Master Servicer hereunder, unless the Trustee is prohibited by law from so acting, the Trustee or an Affiliate of the Trustee shall act as Master Servicer hereunder as provided above. The Notwithstanding any of the foregoing, the successor Master Servicer shall not be required to purchase any Assets from the Trust pursuant to these Standard Terms except (i) under Section 2.05(a)(2) hereof to the extent the obligation to repurchase arose out of a breach of a representation, warranty or covenant by the successor Master Servicer and (ii) under Section 2.05(b) hereof to the extent the Master Servicer's obligation to effect remedial action as described in such Section arose after the successor Master Servicer began serving as Master Servicer. It is understood that any predecessor Master Servicer shall remain liable for any breaches of representations, warranties and covenants that it committed while it was the Master Servicer, and shall remain responsible for effecting remedial actions described in Section 2.05(b) hereof (and for repurchasing Assets pursuant to such Section 2.05(b)) to the extent the obligation to undertake such remedial action arose while such predecessor Master Servicer was the Master Servicer hereunder. In connection with the appointment of a successor Master Servicer, the Trustee may make such arrangements for the compensation of such successor servicer out of payments on the related Assets as it and such successor shall agree; provided, however, that no such compensation shall be in excess of that permitted the Master Servicer under the terms of the Pooling and Servicing Agreement. The Trustee and such successor servicer shall take such action, consistent with the Pooling and Servicing Agreement, as shall be necessary to effectuate any such succession. Any successor to the Master Servicer shall maintain in force during the term of its service as Master Servicer the policy or policies that the Master Servicer is required to maintain pursuant to Section 3.15(c) hereof. -52- 57 Upon any Event of Default described hereunder, the Trustee, in addition to the rights specified in this Section, shall have the right, in its own name and as "Trustee," to take all actions now or hereafter existing at law, in equity or by statute to enforce its rights and remedies and to protect the interests of the Certificateholders, and enforce the rights and remedies of the Certificateholders (including the institution and prosecution of all judicial, administrative and other proceedings and the filings of proofs of claim and debt in connection therewith). No remedy provided for by the Pooling and Servicing Agreement shall be exclusive of any other remedy, and each and every remedy shall be cumulative and in addition to any other remedy and no delay or omission to exercise any right or remedy shall impair any such right or remedy or shall be deemed to be a waiver of any Event of Default. Amounts payable to the Trustee to reimburse it for any expenses it incurs in connection with any actions taken by it pursuant to this paragraph are intended to constitute administrative expenses. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Certificateholder any plan of reorganization, arrangement, adjustment or composition affecting the Certificates or the rights of any Holder thereof, or to authorize the Trustee to vote in respect of the claim of any Certificateholder in any such Proceeding. If the Master Servicer shall be required to resign pursuant to the terms of Section 6.03 (i) herein, then upon receiving such notice of resignation, the Trustee shall promptly appoint a successor Master Servicer. The Trustee may remove the Master Servicer if the FHA Assets or VA Assets included in the Trust Fund are not serviced in accordance with HUD, FHA and/or VA requirements, as applicable, or if the Master Servicer fails to service the FHA Assets or VA Assets according to reasonable and customary requirements. Any resignation or removal of the Master Servicer shall not become effective until acceptance of appointment by a qualified successor master servicer. The Trustee shall not appoint a successor master servicer so appointed unless such successor master servicer is both approved by HUD as a mortgagee and approved by HUD to service FHA insured mortgage loans. For the purposes of this Section 7.02 and Section 7.03 hereof, the Trustee shall not exceed be deemed to have knowledge of a Default or an Event of Default hereunder unless an Officer of the compensation specified in Section 6.05Trustee having direct responsibility for the administration of the Pooling and Servicing Agreement has actual knowledge thereof or unless written notice of any Event of Default is received by the Trustee and such notice references the Certificates or the Trust.