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

Trustee to Act; Appointment of Successor. (a) On and after the time the Servicer receives a notice of termination pursuant to Section 8.01, the Trustee shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof or shall appoint a successor pursuant to Section 3.07. Notwithstanding anything provided herein to the contrary, under no circumstances shall any provision of this Agreement be construed to require the Trustee, acting in its capacity as successor to the Servicer in its obligation to make Advances, to advance, expend or risk its own funds or otherwise incur any financial liability in the performance of its duties hereunder if it shall have reasonable grounds for believing that such funds are non-recoverable. Subject to Section 8.05(b), as compensation therefor, the Trustee shall be entitled to such compensation as the terminated Servicer would have been entitled to hereunder if no such notice of termination had been given. Notwithstanding the above, the Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, appoint, or petition a court of competent jurisdiction to appoint, any established housing and home finance institution having a net worth of not less than $10,000,000 as the successor to the terminated Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder; provided, however, that (i) any such institution appointed as successor Servicer shall not, as evidenced in writing by each Rating Agency, adversely affect the then current rating of any Class of Certificates immediately prior to the termination of the terminated Servicer. The appointment of a successor Servicer shall not affect any liability of the predecessor Servicer which may have arisen under this Agreement prior to its termination as Servicer, nor shall any successor Servicer be liable for any acts or omissions of the predecessor Servicer or for any breach by the Servicer of any of its representations or warranties contained herein or in any related document or agreement. Pending appointment of a successor to the terminated Servicer hereunder, unless the Trustee is prohibited by law from so acting, the Trustee shall act in such capacity as provided above. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. (b) In connection with the appointment of a successor Servicer or the assumption of the duties of the Servicer, as specified in Section 8.05(a), the Trustee may make such arrangements for the compensation of such successor out of payments on Mortgage Loans serviced by the predecessor Servicer as it and such successor shall agree; provided, however, that any Person assuming the duties of the Servicer shall pay to such predecessor an amount equal to the market value of the portion of the Servicing Fee that will accrue in the future due to the Servicing Fee Rate exceeding 0.25% per annum with respect to any Mortgage Loan. The "market value" of such portion of the Servicing Fee shall be determined by Bank of America, N.A., on the basis of at least two quotations from third parties actively engaged in the servicing of single-family mortgage loans. If the successor Servicer does not agree that such market value is a fair price, such successor shall obtain two quotations of market value from third parties actively engaged in the servicing of single-family mortgage loans. The market value of the excess portion of the Servicing Fee will then be equal to the average of (i) the lowest figure obtained by Bank of America, N.A., and (ii) the highest figure obtained by the successor Servicer. Payment of the amount calculated above shall be made to Bank of America, N.A., by the successor Servicer no later than the last Business Day of the month in which such successor Servicer becomes entitled to receive the Servicing Fee under this Agreement. In no event will any portion of the Trust Estate be used to pay amounts due to Bank of America, N.A. under this Section 8.05(b). (c) Any successor, including the Trustee, to the Servicer as servicer shall during the term of its service as servicer maintain in force (i) a policy or policies of insurance covering errors and omissions in the performance of its obligations as servicer hereunder and (ii) a fidelity bond in respect of its officers, employees and agents to the same extent as the Servicer is so required pursuant to Section 3.03.

Trustee to Act; Appointment of Successor. (a) On and after the time the Servicer receives a notice of termination pursuant to Section 8.01, the Trustee shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof or shall appoint a successor pursuant to Section 3.07. Notwithstanding anything provided herein to the contrary, under no circumstances shall any provision of this Agreement be construed to require the Trustee, acting in its capacity as successor to the Servicer in its obligation to make Advances, to advance, expend or risk its own funds or otherwise incur any financial liability in the performance of its duties hereunder if it shall have reasonable grounds for believing that such funds are non-recoverable. Subject to Section 8.05(b), as compensation therefor, the Trustee shall be entitled to such compensation as the terminated Servicer would have been entitled to hereunder if no such notice of termination had been given. Notwithstanding the above, the Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, appoint, or petition a court of competent jurisdiction to appoint, any established housing and home finance institution having a net worth of not less than $10,000,000 as the successor to the terminated Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder; provided, however, that (i) any such institution appointed as successor Servicer shall not, as evidenced in writing by each Rating Agency, adversely affect the then current rating of any Class of Certificates immediately prior to the termination of the terminated Servicer. The appointment of a successor Servicer shall not affect any liability of the predecessor Servicer which may have arisen under this Agreement prior to its termination as Servicer, nor shall any successor Servicer be liable for any acts or omissions of the predecessor Servicer or for any breach by the Servicer of any of its representations or warranties contained herein or in any related document or agreement. Pending appointment of a successor to the terminated Servicer hereunder, unless the Trustee is prohibited by law from so acting, the Trustee shall act in such capacity as provided above. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. (b) In connection with the appointment of a successor Servicer or the assumption of the duties of the Servicer, as specified in Section 8.05(a), the Trustee may make such arrangements for the compensation of such successor out of payments on Mortgage Loans serviced by the predecessor Servicer as it and such successor shall agree; provided, however, that any Person assuming the duties of the Servicer shall pay to such predecessor an amount equal to the market value of the portion of the Servicing Fee that will accrue in the future due to the Servicing Fee Rate exceeding 0.25% per annum with respect to any Mortgage Loan. The "market value" of such portion of the Servicing Fee shall be determined by Bank of America, N.A., on the basis of at least two quotations from third parties actively engaged in the servicing of single-family mortgage loans. If the successor Servicer does not agree that such market value is a fair price, such successor shall obtain two quotations of market value from third parties actively engaged in the servicing of single-family mortgage loans. The market value of the excess portion of the Servicing Fee will then be equal to the average of (i) the lowest figure obtained by Bank of America, N.A., and (ii) the highest figure obtained by the successor Servicer. Payment of the amount calculated above shall be made to Bank of America, N.A., by the successor Servicer no later than the last Business Day of the month in which such successor Servicer becomes entitled to receive the Servicing Fee under this Agreement. In no event will any portion of the Trust Estate be used to pay amounts due to Bank of America, N.A. under this Section 8.05(b). (c) Any successor, including the Trustee, to the Servicer as servicer shall during the term of its service as servicer maintain in force (i) a policy or policies of insurance covering errors and omissions in the performance of its obligations as servicer hereunder and (ii) a fidelity bond in respect of its officers, employees and agents to the same extent as the Servicer is so required pursuant to Section 3.03.

Trustee to Act; Appointment of Successor. (a) On and after the time the Master Servicer or the Special Servicer receives a notice of termination pursuant to Section 8.017.01, the Trustee shall shall, subject to the following provisions of this Section 7.02, be the its successor in all respects to the Servicer in its capacity as servicer Master Servicer or Special Servicer under this Agreement and the transactions set forth or provided for herein and and, except as provided herein, shall be subject to all the responsibilities, duties duties, limitations on liability and liabilities relating thereto and arising thereafter placed on the Master Servicer or Special Servicer by the terms and provisions hereof hereof; provided, however, that (i) the Trustee shall have no responsibilities, duties, liabilities or obligations with respect to any act or omission of the Master Servicer or Special Servicer and (ii) any failure to perform, or delay in performing, such duties or responsibilities caused by the Terminated Party’s failure to provide, or delay in providing, records, tapes, disks, information or moneys shall appoint not be considered a default by such successor hereunder. The Trustee, as successor Master Servicer or successor Special Servicer, shall be indemnified to the full extent provided the Master Servicer or Special Servicer, as applicable, under this Agreement prior to the Master Servicer’s or the Special Servicer’s termination. The appointment of a successor Master Servicer or successor Special Servicer shall not affect any liability of the predecessor Master Servicer or Special Servicer which may have arisen prior to its termination as Master Servicer or Special Servicer. The Trustee shall not be liable for any of the representations, liabilities or warranties of the Master Servicer or Special Servicer herein or in any related document or agreement, for any acts or omissions of the predecessor Master Servicer or predecessor Special Servicer or for any losses incurred in respect of any Permitted Investment by the Master Servicer pursuant to Section 3.07. Notwithstanding anything provided herein to the contrary, under no circumstances shall any provision 3.07 of this Agreement nor shall the Trustee be construed required to require the Trustee, acting in its capacity as successor to the Servicer in its obligation to make Advances, to advance, expend purchase any Mortgage Loan or risk its own funds or otherwise incur any financial liability in the performance of its duties hereunder if it shall have reasonable grounds for believing that such funds are non-recoverableServiced Loan Combination hereunder. Subject to Section 8.05(b), as As compensation therefor, the Trustee as successor Master Servicer or successor Special Servicer shall be entitled to such compensation the Servicing Fee or Special Servicing Compensation, as applicable, and all funds relating to the terminated Mortgage Loans and Serviced Companion Loans that accrue after the date of the Trustee’s succession to which the Master Servicer or Special Servicer would have been entitled if the Master Servicer or Special Servicer, as applicable, had continued to act hereunder. In the event any Advances made by the Master Servicer and the Trustee shall at any time be outstanding, or any amounts of interest thereon shall be accrued and unpaid, all amounts available to repay Advances and interest hereunder if no shall be applied entirely to the Advances made by the Trustee (and the accrued and unpaid interest thereon), until such notice of termination had Advances and interest shall have been givenrepaid in full. Notwithstanding the aboveabove and subject to Section 6.08, the Trustee may, if it shall be unwilling to so to act, or shall, if it is legally unable to so to act, or if the Holders of Certificates entitled to at least 25% of the Voting Rights so request in writing to the Trustee, or if the Rating Agencies do not provide Rating Agency Confirmations with respect to the Trustee so acting, promptly appoint, or petition a court of competent jurisdiction to appoint, any established housing and home finance mortgage loan servicing institution having for which a net worth Rating Agency Confirmation from each Rating Agency has been obtained (at the expense of the terminated Master Servicer or Special Servicer, as applicable, or, if the expense is not less than $10,000,000 so recovered, at the expense of the Trust Fund), as the successor to the terminated Master Servicer or the Special Servicer, as applicable, hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer or Special Servicer hereunder; providedprovided that, however, that (i) the applicable Directing Holder shall have the right to approve any such institution appointed as successor Special Servicer shall not, as evidenced in writing by each Rating Agency, adversely affect the then current rating of with respect to any Class of Certificates immediately prior to the termination of the terminated ServicerServiced Loan or Serviced Loan Combination. The No appointment of a successor to the Master Servicer or Special Servicer hereunder shall not affect any liability be effective until (i) the assumption by such successor of all the Master Servicer’s or Special Servicer’s responsibilities, duties and liabilities hereunder and (ii) in the case of the predecessor Servicer which may have arisen under this Agreement prior to its termination as appointment of a successor Special Servicer, nor the Depositor and, if applicable, each related Other Depositor shall any have received the written notice and information with respect to such successor Special Servicer be liable for any acts or omissions of the predecessor Servicer or for any breach by the Servicer of any of its representations or warranties contained herein or as set forth in any related document or agreementSection 10.02(a). Pending appointment of a successor to the terminated Master Servicer (or the Special Servicer if the Special Servicer is also the Master Servicer) hereunder, unless the Trustee is shall be prohibited by law from so acting, the Trustee shall act in such capacity as provided aboveherein above provided. Pending the appointment of a successor to the Special Servicer, unless the Master Servicer is also the Special Servicer, the Master Servicer shall act in such capacity. In connection with 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 Serviced Companion Loans as it and such successor shall agree; provided, however, that no such compensation shall be in excess of that permitted the Terminated Party hereunder; provided, further, that if no successor to the Terminated Party can be obtained to perform the obligations of such Terminated Party hereunder, additional amounts shall be paid to such successor and such amounts in excess of that permitted the Terminated Party shall be treated as Realized Losses; and provided, further that, the Trustee shall consult with any applicable Directing Holder and Consulting Party prior to the appointment of a successor to the Terminated Party at a servicing compensation in excess of that permitted the Terminated Party. The Trustee Depositor, the Trustee, the Master Servicer or Special Servicer and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. (b) In connection with . If the appointment of a Trustee or an Affiliate acts pursuant to this Section 7.02 as successor Servicer or to the assumption of the duties of the terminated Master Servicer, as specified in Section 8.05(a), it may reduce the Trustee may make such arrangements for the compensation of such successor out of payments on Mortgage Loans serviced by the predecessor Servicer as it and such successor shall agree; provided, however, that any Person assuming the duties of the Servicer shall pay to such predecessor an amount equal to the market value of the portion of the Servicing Fee that will accrue in the future due to the Excess Servicing Fee Rate exceeding 0.25% per annum with respect to any Mortgage Loan. The "the extent that the Trustee’s or such Affiliate’s compensation as successor Master Servicer would otherwise be below the market value" of such portion of the Servicing Fee shall be determined by Bank of America, N.A., on the basis of at least two quotations from third parties actively engaged in the rate servicing of single-family mortgage loanscompensation. If the Trustee elects to appoint a successor to the terminated Master Servicer does not agree that such market value is a fair priceother than itself or an Affiliate pursuant to this Section 7.02, such successor shall obtain two quotations of market value from third parties actively engaged it may reduce the Excess Servicing Fee Rate to the extent reasonably necessary (in the servicing of single-family mortgage loans. The market value sole discretion of the excess portion Trustee) for the Trustee to appoint a qualified successor Master Servicer that meets the requirements of the Servicing Fee will then be equal to the average of (i) the lowest figure obtained by Bank of America, N.A., and (ii) the highest figure obtained by the successor Servicer. Payment of the amount calculated above shall be made to Bank of America, N.A., by the successor Servicer no later than the last Business Day of the month in which such successor Servicer becomes entitled to receive the Servicing Fee under this Agreement. In no event will any portion of the Trust Estate be used to pay amounts due to Bank of America, N.A. under this Section 8.05(b)7.02. (c) Any successor, including the Trustee, to the Servicer as servicer shall during the term of its service as servicer maintain in force (i) a policy or policies of insurance covering errors and omissions in the performance of its obligations as servicer hereunder and (ii) a fidelity bond in respect of its officers, employees and agents to the same extent as the Servicer is so required pursuant to Section 3.03.

Trustee to Act; Appointment of Successor. (a) On and after After the time the Servicer receives a notice of termination pursuant to Section 8.01, the Trustee shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof or shall appoint a successor pursuant to Section 3.07. Notwithstanding anything provided herein to the contrary, under no circumstances shall any provision of this Agreement be construed to require the Trustee, acting in its capacity as successor to the Servicer in its obligation to make Advances, to advance, expend or risk its own funds or otherwise incur any financial liability in the performance of its duties hereunder if it shall have reasonable grounds for believing that such funds are non-recoverable. Subject to Section 8.05(b), as compensation therefor, the Trustee shall be entitled to such compensation as the terminated Servicer would have been entitled to hereunder if no such notice of termination had been given. Notwithstanding the above, the Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, appoint, or petition a court of competent jurisdiction to appoint, any established housing and home finance institution having a net worth of not less than $10,000,000 as the successor to the terminated Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder; provided, however, that (i) any such institution appointed as successor Servicer shall not, as evidenced in writing by each Rating Agency, adversely affect the then current rating of any Class of Certificates immediately prior to the termination of the terminated Servicer. The appointment of a successor Servicer shall not affect any liability of the predecessor Servicer which may have arisen under this Agreement prior to its termination as Servicer, nor shall any successor Servicer be liable for any acts or omissions of the predecessor Servicer or for any breach by the Servicer of any of its representations or warranties contained herein or in any related document or agreement. Pending appointment of a successor to the terminated Servicer hereunder, unless the Trustee is prohibited by law from so acting, the Trustee shall act in such capacity as provided above. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. (b) In connection with the appointment of a successor Servicer or the assumption of the duties of the Servicer, as specified in Section 8.05(a), the Trustee may make such arrangements for the compensation of such successor out of payments on Mortgage Loans serviced by the predecessor Servicer as it and such successor shall agree; provided, however, that any Person assuming the duties of the Servicer shall pay to such predecessor an amount equal to the market value of the portion of the Servicing Fee that will accrue in the future due to the Servicing Fee Rate exceeding 0.25% per annum with respect to any Mortgage Loan. The "market value" of such portion of the Servicing Fee shall be determined by Bank of America, N.A., on the basis of at least two quotations from third parties actively engaged in the servicing of single-family mortgage loans. If the successor Servicer does not agree that such market value is a fair price, such successor shall obtain two quotations of market value from third parties actively engaged in the servicing of single-family mortgage loans. The market value of the excess portion of the Servicing Fee will then be equal to the average of (i) the lowest figure obtained by Bank of America, N.A., and (ii) the highest figure obtained by the successor Servicer. Payment of the amount calculated above shall be made to Bank of America, N.A., by the successor Servicer no later than the last Business Day of the month in which such successor Servicer becomes entitled to receive the Servicing Fee under this Agreement. In no event will any portion of the Trust Estate be used to pay amounts due to Bank of America, N.A. under this Section 8.05(b). (c) Any successor, including the Trustee, to the Servicer as servicer shall during the term of its service as servicer maintain in force (i) a policy or policies of insurance covering errors and omissions in the performance of its obligations as servicer hereunder and (ii) a fidelity bond in respect of its officers, employees and agents to the same extent as the Servicer is so required pursuant to Section 3.03.

Trustee to Act; Appointment of Successor. (a) On and after Upon the time receipt by the Master Servicer receives of a notice of termination pursuant to Section 8.018.01 or an Opinion of Independent Counsel pursuant to Section 7.05 to the effect that the Master Servicer is legally unable to act or to delegate its duties to a Person which is legally able to act, the Trustee shall be automatically become the successor in all respects to the Master Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall thereafter be subject to all the responsibilities, duties duties, liabilities and limitations on liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof hereof; provided, however, that EMC shall have the right to either (a) immediately assume the duties of the Master Servicer or shall appoint (b) select a successor pursuant Master Servicer; provided further, however, that the Trustee shall have no obligation whatsoever with respect to any liability (other than advances deemed recoverable and not previously made) incurred by the Master Servicer at or prior to the time of termination. As compensation therefor, but subject to Section 3.07. Notwithstanding anything provided herein to the contrary, under no circumstances shall any provision of this Agreement be construed to require the Trustee, acting in its capacity as successor to the Servicer in its obligation to make Advances, to advance, expend or risk its own funds or otherwise incur any financial liability in the performance of its duties hereunder if it shall have reasonable grounds for believing that such funds are non-recoverable. Subject to Section 8.05(b), as compensation therefor7.06, the Trustee shall be entitled to such compensation as all funds relating to the terminated Mortgage Loans which the Master Servicer would have been entitled to hereunder retain if no such notice of termination the Master Servicer had been givencontinued to act hereunder, except for those amounts due the Master Servicer as reimbursement permitted under this Agreement for advances previously made or expenses previously incurred. Notwithstanding the above, the Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, appoint, appoint or petition a court of competent jurisdiction to appoint, any established housing and home finance institution which is a Fannie Mae- or Fred▇▇▇ ▇▇c-approve▇ ▇▇▇▇▇cer, and with respect to a successor to the Master Servicer only, having a net worth of not less than $10,000,000 10,000,000, as the successor to the terminated 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 (i) any such institution appointed as successor Servicer the Trustee shall not, as evidenced in writing by obtain a letter from each Rating AgencyAgency that the ratings, adversely affect if any, on each of the then current rating Certificates will not be lowered as a result of any Class the selection of Certificates immediately prior the successor to the termination of the terminated Master Servicer. The appointment of a successor Servicer shall not affect any liability of the predecessor Servicer which may have arisen under this Agreement prior to its termination as Servicer, nor shall any successor Servicer be liable for any acts or omissions of the predecessor Servicer or for any breach by the Servicer of any of its representations or warranties contained herein or in any related document or agreement. Pending appointment of a successor to the terminated Master Servicer hereunder, unless the Trustee is prohibited by law from so acting, the Trustee shall act in such capacity as provided abovehereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on the Mortgage Loans as it and such successor shall agree; provided, however, that the provisions of Section 7.06 shall apply, no such compensation shall be in excess of that permitted the Trustee under this Subsection 8.02(a), and that such successor shall undertake and assume the obligations of the Trustee to pay compensation to any third Person acting as an agent or independent contractor in the performance of master servicing responsibilities hereunder. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. (b) In connection with If the appointment of a successor Servicer or the assumption of the Trustee shall succeed to any duties of the ServicerMaster Servicer respecting the Mortgage Loans as provided herein, it shall do so in a separate capacity and not in its capacity as specified in Section 8.05(a)Trustee and, accordingly, the Trustee may make such arrangements for the compensation provisions of such successor out of payments on Mortgage Loans serviced by the predecessor Servicer as it and such successor Article IX shall agree; provided, however, that any Person assuming the duties of the Servicer shall pay to such predecessor an amount equal be inapplicable to the market value of Trustee in its duties as the portion of the Servicing Fee that will accrue in the future due successor to the Servicing Fee Rate exceeding 0.25% per annum with respect to any Mortgage Loan. The "market value" of such portion of the Servicing Fee shall be determined by Bank of America, N.A., on the basis of at least two quotations from third parties actively engaged Master Servicer in the servicing of single-family mortgage loans. If the successor Servicer does not agree that Mortgage Loans (although such market value is a fair price, such successor provisions shall obtain two quotations of market value from third parties actively engaged in the servicing of single-family mortgage loans. The market value of the excess portion of the Servicing Fee will then be equal continue to apply to the average Trustee in its capacity as Trustee); the provisions of (i) the lowest figure obtained by Bank of AmericaArticle VII, N.A.however, and (ii) the highest figure obtained by the shall apply to it in its capacity as successor Servicer. Payment of the amount calculated above shall be made to Bank of America, N.A., by the successor Servicer no later than the last Business Day of the month in which such successor Servicer becomes entitled to receive the Servicing Fee under this Agreement. In no event will any portion of the Trust Estate be used to pay amounts due to Bank of America, N.A. under this Section 8.05(b)master servicer. (c) Any successor, including the Trustee, to the Servicer as servicer shall during the term of its service as servicer maintain in force (i) a policy or policies of insurance covering errors and omissions in the performance of its obligations as servicer hereunder and (ii) a fidelity bond in respect of its officers, employees and agents to the same extent as the Servicer is so required pursuant to Section 3.03.

Trustee to Act; Appointment of Successor. (a) On and after Upon the time receipt by the Master Servicer receives of a notice of termination pursuant to Section 8.018.01 or an Opinion of Independent Counsel pursuant to Section 7.05 to the effect that the Master Servicer is legally unable to act or to delegate its duties to a Person which is legally able to act, the Trustee shall be automatically become the successor in all respects to the Master Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall thereafter be subject to all the responsibilities, duties duties, liabilities and limitations on liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof hereof; provided, however, that the Company shall have the right to either (a) immediately assume the duties of the Master Servicer or shall appoint (b) select a successor pursuant Master Servicer; provided further, however, that the Trustee shall have no obligation whatsoever with respect to any liability (other than advances deemed recoverable and not previously made) incurred by the Master Servicer at or prior to the time of termination. As compensation therefor, but subject to Section 3.07. Notwithstanding anything provided herein to the contrary, under no circumstances shall any provision of this Agreement be construed to require the Trustee, acting in its capacity as successor to the Servicer in its obligation to make Advances, to advance, expend or risk its own funds or otherwise incur any financial liability in the performance of its duties hereunder if it shall have reasonable grounds for believing that such funds are non-recoverable. Subject to Section 8.05(b), as compensation therefor7.06, the Trustee shall be entitled to such compensation as which the terminated Master Servicer would have been entitled to hereunder retain if no such notice of termination the Master Servicer had been givencontinued to act hereunder, except for those amounts due the Master Servicer as reimbursement permitted under this Agreement for advances previously made or expenses previously incurred. Notwithstanding the above, the Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, appoint, appoint or petition a court of competent jurisdiction to appoint, any established housing and home finance institution which is a ▇▇▇▇▇▇ Mae- or ▇▇▇▇▇▇▇ Mac-approved servicer, and with respect to a successor to the Master Servicer only, having a net worth of not less than $10,000,000 10,000,000, as the successor to the terminated 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 (i) any such institution appointed as successor Servicer the Trustee shall not, as evidenced in writing by obtain a letter from each Rating AgencyAgency that the ratings, adversely affect if any, on each of the then current rating Certificates will not be lowered as a result of any Class the selection of Certificates immediately prior the successor to the termination of the terminated Master Servicer. The appointment of a successor Servicer shall not affect any liability of the predecessor Servicer which may have arisen under this Agreement prior to its termination as Servicer, nor shall any successor Servicer be liable for any acts or omissions of the predecessor Servicer or for any breach by the Servicer of any of its representations or warranties contained herein or in any related document or agreement. Pending appointment of a successor to the terminated Master Servicer hereunder, unless the Trustee is prohibited by law from so acting, the Trustee shall act in such capacity as provided abovehereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on the Mortgage Loans as it and such successor shall agree; provided, however, that the provisions of Section 7.06 shall apply, the compensation shall not be in excess of that which the Master Servicer would have been entitled to if the Master Servicer had continued to act hereunder, and that such successor shall undertake and assume the obligations of the Trustee to pay compensation to any third Person acting as an agent or independent contractor in the performance of master servicing responsibilities hereunder. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. (b) In connection with If the appointment of a successor Servicer or the assumption of the Trustee shall succeed to any duties of the ServicerMaster Servicer respecting the Mortgage Loans as provided herein, it shall do so in a separate capacity and not in its capacity as specified in Section 8.05(a)Trustee and, accordingly, the Trustee may make such arrangements for the compensation provisions of such successor out of payments on Mortgage Loans serviced by the predecessor Servicer as it and such successor Article IX shall agree; provided, however, that any Person assuming the duties of the Servicer shall pay to such predecessor an amount equal be inapplicable to the market value of Trustee in its duties as the portion of the Servicing Fee that will accrue in the future due successor to the Servicing Fee Rate exceeding 0.25% per annum with respect to any Mortgage Loan. The "market value" of such portion of the Servicing Fee shall be determined by Bank of America, N.A., on the basis of at least two quotations from third parties actively engaged Master Servicer in the servicing of single-family mortgage loans. If the successor Servicer does not agree that Mortgage Loans (although such market value is a fair price, such successor provisions shall obtain two quotations of market value from third parties actively engaged in the servicing of single-family mortgage loans. The market value of the excess portion of the Servicing Fee will then be equal continue to apply to the average Trustee in its capacity as Trustee); the provisions of (i) the lowest figure obtained by Bank of AmericaArticle VII, N.A.however, and (ii) the highest figure obtained by the shall apply to it in its capacity as successor Servicer. Payment of the amount calculated above shall be made to Bank of America, N.A., by the successor Servicer no later than the last Business Day of the month in which such successor Servicer becomes entitled to receive the Servicing Fee under this Agreement. In no event will any portion of the Trust Estate be used to pay amounts due to Bank of America, N.A. under this Section 8.05(b)master servicer. (c) Any successor, including the Trustee, to the Servicer as servicer shall during the term of its service as servicer maintain in force (i) a policy or policies of insurance covering errors and omissions in the performance of its obligations as servicer hereunder and (ii) a fidelity bond in respect of its officers, employees and agents to the same extent as the Servicer is so required pursuant to Section 3.03.

Trustee to Act; Appointment of Successor. (a) On and after Upon the time termination of the Servicer receives a notice of termination by the Insurer pursuant to Section 8.017.01 or resignation of the Servicer pursuant to Section 6.04, the Insurer shall appoint a successor servicer ("SUCCESSOR SERVICER"). Upon the termination of the Servicer by the Indenture Trustee or the Noteholders pursuant to Section 7.01, or upon the resignation of the Servicer pursuant to Section 6.04 in the event that the Insurer is not entitled to appoint a successor servicer by operation of Section 9.08, (i) if the Notes have not been paid in full, the Indenture Trustee shall be the successor Successor Servicer, and (ii) if the Notes have been paid in all respects to full, the Owner Trustee, acting at the direction of the Holders of Residual Interest Instruments evidencing not less than 51% of the Percentage Interests shall appoint a Successor Servicer. The Successor Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall be subject succeed to all the responsibilities, duties and liabilities relating thereto placed on of the Servicer by the terms and provisions hereof or under this Agreement, except that such Successor Servicer shall appoint a successor not be obligated to purchase Contracts pursuant to Section 3.07. Notwithstanding anything provided herein to If the contrary, under no circumstances shall any provision of this Agreement be construed to require the Trustee, acting in its capacity Indenture Trustee acts as successor to the Servicer in its obligation to make Advances, to advance, expend or risk its own funds or otherwise incur any financial liability in the performance of its duties hereunder if it shall have reasonable grounds for believing that such funds are non-recoverable. Subject to Section 8.05(b), as compensation thereforSuccessor Servicer, the Indenture Trustee shall be entitled to such compensation (whether payable out of the Collection Account or otherwise) as the terminated Servicer would have been entitled to hereunder under this Agreement if no such notice of termination had shall have been given. Notwithstanding the aboveforegoing, if the Notes have not been paid in full, the Indenture Trustee may, if it shall be unwilling so to act, or shall, if it is shall be legally unable to so to act, appoint, or petition a court of competent jurisdiction to appoint, any established housing and home finance institution financial institution, having a net worth of not less than $10,000,000 50,000,000 and whose regular business shall include the servicing of automotive retail installment sales contracts, as the successor to the terminated Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder; provided, however, that (i) any such institution appointed as successor Servicer shall not, as evidenced in writing by each Rating Agency, adversely affect the then current rating of any Class of Certificates immediately prior to the termination of the terminated Servicer. The appointment of a successor Servicer shall not affect any liability of the predecessor Servicer which may have arisen under this Agreement prior to its termination as Servicer, nor shall any successor Servicer be liable for any acts or omissions of the predecessor Servicer or for any breach by the Servicer of any of its representations or warranties contained herein or in any related document or agreementAgreement. Pending appointment of a successor to the terminated Servicer hereunder, unless the Trustee is prohibited by law from so actingany such Successor Servicer, the Indenture Trustee shall act in such capacity as provided above. In connection with such appointment, the Indenture Trustee or any other Successor Servicer may make such arrangements for the compensation of such successor out of payments on Contracts as it, the Insurer and such successor shall agree; provided, however, (i) that such amount shall equal the product of a fixed percentage rate and the Principal Balance, as of the commencement of each Collection Period, of each Contract and (ii) that no such compensation shall be in excess of that previously permitted the Servicer under this Agreement. The Indenture Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. (b) In connection with the appointment of a successor Servicer or the assumption of the duties of the Servicer, as specified in Section 8.05(a), the Trustee may make such arrangements for the compensation of such successor out of payments on Mortgage Loans serviced by the predecessor Servicer as it and such successor shall agree; provided, however, that any Person assuming the duties of the Servicer shall pay to such predecessor an amount equal to the market value of the portion of the Servicing Fee that will accrue in the future due to the Servicing Fee Rate exceeding 0.25% per annum with respect to any Mortgage Loan. The "market value" of such portion of the Servicing Fee shall be determined by Bank of America, N.A., on the basis of at least two quotations from third parties actively engaged in the servicing of single-family mortgage loans. If the successor Servicer does not agree that such market value is a fair price, such successor shall obtain two quotations of market value from third parties actively engaged in the servicing of single-family mortgage loans. The market value of the excess portion of the Servicing Fee will then be equal to the average of (i) the lowest figure obtained by Bank of America, N.A., and (ii) the highest figure obtained by the successor Servicer. Payment of the amount calculated above shall be made to Bank of America, N.A., by the successor Servicer no later than the last Business Day of the month in which such successor Servicer becomes entitled to receive the Servicing Fee under this Agreement. In no event will any portion of the Trust Estate be used to pay amounts due to Bank of America, N.A. under this Section 8.05(b). (c) Any successor, including the Trustee, to the Servicer as servicer shall during the term of its service as servicer maintain in force (i) a policy or policies of insurance covering errors and omissions in the performance of its obligations as servicer hereunder and (ii) a fidelity bond in respect of its officers, employees and agents to the same extent as the Servicer is so required pursuant to Section 3.03.

Trustee to Act; Appointment of Successor. (a) On and after the time the a Servicer receives a notice of termination pursuant to Section 8.017.01 of this Agreement, the Trustee or a successor servicer appointed pursuant to Section 7.01, subject to and to the extent provided herein, either shall be the successor in all respects to the Servicer a Servicer, but only in its capacity as servicer under this Agreement and not in any other, and the transactions set forth herein or provided for herein shall appoint a successor servicer, and in either event such successor servicer shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the such Servicer by the terms and provisions hereof or shall appoint a successor and applicable law including the obligation to make Advances pursuant to Section 3.074.01. Notwithstanding anything provided herein to the contrary, under no circumstances shall any provision of this Agreement be construed to require the Trustee, acting in its capacity as successor to the Servicer in its obligation to make Advances, to advance, expend or risk its own funds or otherwise incur any financial liability in the performance of its duties hereunder if it shall have reasonable grounds for believing that such funds are non-recoverable. Subject to Section 8.05(b), as As compensation therefor, the Trustee successor servicer shall be entitled to such compensation as all funds relating to the related Mortgage Loans that the terminated Servicer would have been entitled to hereunder if no charge to a Collection Account, provided that the terminated Servicer shall nonetheless be entitled to payment or reimbursement as provided in Section 3.09(a) to the extent that such notice payment or reimbursement relates to the period prior to the completion of termination had been giventhe transfer of servicing to a successor servicer. Notwithstanding the aboveforegoing, if the Trustee has become the successor to the terminated Servicer in accordance with Section 7.01, the Trustee may, if it shall be unwilling to so to act, or shall, if it is legally prohibited by applicable law from making Advances pursuant to 4.01 hereof, or if it is otherwise unable to so to act, appoint, or petition a court of competent jurisdiction to appoint, any established housing and home finance mortgage loan servicing institution having a net worth the appointment of which does not less than $10,000,000 adversely affect the then current rating of the Certificates by each Rating Agency, as the successor to the terminated Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the such Servicer hereunder; provided, however, that (i) any such institution appointed as . Any successor to a Servicer shall notbe an institution which is a FNMA or FHLMC approved seller/servicer in good standing, which has a net worth of at least $10,000,000, which is willing to service the related Mortgage Loans and which executes and delivers to the Depositor and the Trustee an agreement accepting such delegation and assignment, containing an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of such Servicer (other than liabilities of that Servicer under Section 6.03 hereof incurred prior to termination of a Servicer under Section 7.01 hereunder), with like effect as evidenced if originally named as a party to this Agreement; provided that each Rating Agency acknowledges that its rating of the Certificates in writing effect immediately prior to such assignment and delegation will not be qualified or reduced as a result of such assignment and delegation. Any successor servicer appointed by DLJMC shall be rated as a servicer of subprime mortgage loans as “average” (or its equivalent) or better by each Rating Agency, adversely affect the then current Agency that maintains a servicer rating of any Class of Certificates immediately prior to the termination of the terminated Servicer. The appointment of a successor Servicer shall not affect any liability of the predecessor Servicer which may have arisen under this Agreement prior to its termination as Servicer, nor shall any successor Servicer be liable for any acts or omissions of the predecessor Servicer or for any breach by the Servicer of any of its representations or warranties contained herein or in any related document or agreementsystem. Pending appointment of a successor to the terminated a Servicer hereunder, unless the Trustee or other successor servicer unless such entity is prohibited by law from so acting, shall, subject to the Trustee shall limitations described herein, act in such capacity as provided abovehereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on the related Mortgage Loans as it and such successor shall agree; provided, however, that no such compensation shall be in excess of a servicing fee rate of 0.50% per annum. To the extent that the compensation of any successor to WFBNA is calculated using a rate exceeding the then-current rate used to calculate the WFBNA Servicing Fee Rate, each Holder of a Class A-IO-S Certificate hereby agrees to a decrease in the Excess Servicing Fee Rate in an amount equal to such excess. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. (b) In connection with . Neither the appointment Trustee nor any other successor servicer shall be deemed to be in default by reason of a successor Servicer any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the assumption failure of the duties of terminated Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. Any successor to a Servicer shall give notice to the Servicer, as specified in Section 8.05(a), the Trustee may make such arrangements for the compensation Mortgagors of such change of servicer. Any successor out of payments on Mortgage Loans serviced by the predecessor to a Servicer as it and such successor shall agree; providedshall, however, that any Person assuming the duties of the Servicer shall pay to such predecessor an amount equal to the market value of the portion of the Servicing Fee that will accrue in the future due to the Servicing Fee Rate exceeding 0.25% per annum with respect to any Mortgage Loan. The "market value" of such portion of the Servicing Fee shall be determined by Bank of America, N.A., on the basis of at least two quotations from third parties actively engaged in the servicing of single-family mortgage loans. If the successor Servicer does not agree that such market value is a fair price, such successor shall obtain two quotations of market value from third parties actively engaged in the servicing of single-family mortgage loans. The market value of the excess portion of the Servicing Fee will then be equal to the average of (i) the lowest figure obtained by Bank of America, N.A., and (ii) the highest figure obtained by the successor Servicer. Payment of the amount calculated above shall be made to Bank of America, N.A., by the successor Servicer no later than the last Business Day of the month in which such successor Servicer becomes entitled to receive the Servicing Fee under this Agreement. In no event will any portion of the Trust Estate be used to pay amounts due to Bank of America, N.A. under this Section 8.05(b). (c) Any successor, including the Trustee, to the Servicer as servicer shall during the term of its service as servicer a Servicer maintain in force (i) a the policy or policies of insurance covering errors the type that such Servicer is required to maintain pursuant to this Agreement. In connection with the termination or resignation of a Servicer hereunder, either (i) the successor Servicer, including the Trustee if the Trustee is acting as successor Servicer, shall represent and omissions warrant that it is a member of MERS in good standing and shall agree to comply in all material respects with the performance rules and procedures of its obligations as servicer hereunder and MERS in connection with the servicing of the Mortgage Loans that are registered with MERS, or (ii) a fidelity bond the predecessor Servicer, at its sole expense, shall cooperate with the successor Servicer either (x) in respect causing MERS to execute and deliver an Assignment of its officers, employees and agents Mortgage in recordable form to transfer the Mortgage from MERS to the same extent Trustee and to execute and deliver such other notices, documents and other instruments as may be necessary or desirable to effect a transfer of such Mortgage Loan or servicing of such Mortgage Loan on the MERS® System to the successor Servicer or (y) in causing MERS to designate on the MERS® System the successor Servicer as the servicer of such Mortgage Loan (at the cost and expense of the successor Servicer is so required pursuant to Section 3.03the extent such costs relate to the qualification of such successor Servicer as a member of MERS, otherwise at the cost and expense of the predecessor Servicer). The predecessor Servicer shall file or cause to be filed any such assignment in the appropriate recording office. The successor Servicer shall cause such assignment to be delivered to the Trustee promptly upon receipt of the original with evidence of recording thereon or a copy certified by the public recording office in which such assignment was recorded.

Trustee to Act; Appointment of Successor. (a) On and after the time a Master Servicer or a Special Servicer resigns pursuant to Section 6.04(a) (and a successor Master Servicer or Special Servicer, as applicable, has not been appointed by the resigning Master Servicer or Special Servicer, as applicable, under Section 6.04), or receives a notice of termination pursuant to Section 8.017.01, the Trustee shall be the successor in all respects to that Master Servicer or that Special Servicer, as the Servicer case may be, in its capacity as servicer such under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto and arising thereafter placed on such Master Servicer or such Special Servicer, as the Servicer case may be, by the terms and provisions hereof hereof, including, if such Master Servicer is the resigning or shall appoint a successor pursuant to Section 3.07. Notwithstanding anything provided herein to terminated party, the contrary, under no circumstances shall any provision of this Agreement be construed to require the Trustee, acting in its capacity as successor to the Servicer in its applicable Master Servicer’s obligation to make Advances; provided that (i) any failure to perform such duties or responsibilities caused by the failure of a Master Servicer or a Special Servicer, as the case may be, to advance, expend cooperate or risk its own funds to provide information or otherwise incur any financial liability monies as required by Section 7.01 shall not be considered a default by the Trustee hereunder and (ii) in the performance case of its duties hereunder a terminated Master Servicer, the Trustee shall cease to act as successor Master Servicer if it shall have reasonable grounds for believing that such funds are non-recoverable. Subject an alternative successor is appointed pursuant to Section 8.05(b7.01(c), as . Neither the Trustee nor any other successor shall be liable for any of the representations and warranties of the resigning or terminated party or for any losses incurred by the resigning or terminated party pursuant to Section 3.06 hereunder nor shall the Trustee or any other successor be required to purchase any Mortgage Loan hereunder. As compensation therefor, the Trustee shall be entitled to such all fees and other compensation as which the resigning or terminated Servicer party would have been entitled to hereunder for future services rendered if no such notice of termination the resigning or terminated party had been givencontinued to act hereunder. Notwithstanding the above, if it is unwilling to so act, the Trustee may, if it shall be unwilling so to act, or shallmay (and, if it is legally unable to so to act, or if the Trustee is not approved as an acceptable master servicer or special servicer, as the case may be, by each Rating Agency, or if the Holders of Certificates entitled to a majority of all the Voting Rights (determined without notionally reducing the Class Principal Balances of the Certificates by any Appraisal Reduction Amounts) (or, alternatively, if a Servicer Termination Event on the part of the applicable Special Servicer has occurred during a Subordinate Control Period, the Subordinate Class Representative) so requests in writing, the Trustee shall), promptly appoint, or petition a court of competent jurisdiction to appoint, any established housing and home finance qualified institution having a net worth of not less than $10,000,000 as the successor to the resigning or terminated Master Servicer or Special Servicer, as the case may be, hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of such Master Servicer or such Special Servicer, as the Servicer case may be, hereunder; provided, however, provided that (i) any such institution appointed as successor Servicer shall not, as evidenced in writing by appointment is the subject of a Rating Agency Confirmation from each Rating Agency (and, if applicable pursuant to Section 3.27(k), an analogous rating agency confirmation from each Pari Passu Companion Rating Agency, adversely affect ) and (ii) if such successor (in the then current rating of any Class of Certificates immediately prior to the termination of the terminated Servicer. The appointment case of a successor Servicer to the resigning or terminated Master Servicer) does not have a master servicer rating from Fitch that is “CMS3” or above, such successor is reasonably acceptable to the Subordinate Class Representative and, if such successor has a master servicer rating from Fitch that is “CMS3” or above, the Subordinate Class Representative shall have been consulted with respect to the identity of (although it need not affect any liability of the predecessor Servicer which may have arisen under this Agreement prior to its termination as Servicer, nor shall any successor Servicer be liable for any acts or omissions of the predecessor Servicer or for any breach by the Servicer of any of its representations or warranties contained herein or in any related document or agreementapproved) such successor. Pending No appointment of a successor to a Master Servicer or a Special Servicer hereunder shall be effective until the terminated Servicer assumption by such successor of all its responsibilities, duties and liabilities hereunder, unless the Trustee is prohibited by law from so actingand pending such appointment and assumption, the Trustee shall act in such capacity as provided abovehereinabove provided. The In connection with any such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on the Mortgage Loans or otherwise as it and such successor shall agree; provided that no such compensation shall be in excess of that permitted the resigning or terminated party hereunder. The Depositor, the Trustee, such successor and each other party hereto shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. (b) In connection with the appointment of a successor Servicer or the assumption of the duties of the Servicer, as specified in Section 8.05(a), . If the Trustee may make such arrangements for the compensation of such or an Affiliate acts pursuant to this Section 7.02 as successor out of payments on Mortgage Loans serviced by the predecessor Servicer as it and such successor shall agree; provided, however, that any Person assuming the duties of the Servicer shall pay to such predecessor an amount equal to the market value of resigning or terminated Master Servicer and if the portion of the Servicing Fee that will accrue in the future due to the Excess Servicing Fee Rate exceeding 0.25% is a rate per annum with respect to any Mortgage Loan. The "market value" of such portion of that is greater than zero (0) basis points, it may reduce the Excess Servicing Fee shall Rate to the extent that the Trustee’s or such Affiliate’s compensation as successor Master Servicer would otherwise be determined by Bank of America, N.A., on below the basis of at least two quotations from third parties actively engaged in the market rate servicing of single-family mortgage loanscompensation. If the Trustee elects to appoint a successor to the resigning or terminated Master Servicer does not agree that such market value is a fair priceother than itself or an Affiliate pursuant to this Section 7.02, such successor shall obtain two quotations of market value from third parties actively engaged it may reduce the Excess Servicing Fee Rate to the extent reasonably necessary (in the servicing of single-family mortgage loans. The market value sole discretion of the excess portion Trustee) for the Trustee to appoint a qualified successor Master Servicer that meets the requirements of the Servicing Fee will then be equal to the average of (i) the lowest figure obtained by Bank of America, N.A., and (ii) the highest figure obtained by the successor Servicer. Payment of the amount calculated above shall be made to Bank of America, N.A., by the successor Servicer no later than the last Business Day of the month in which such successor Servicer becomes entitled to receive the Servicing Fee under this Agreement. In no event will any portion of the Trust Estate be used to pay amounts due to Bank of America, N.A. under this Section 8.05(b)7.02. (c) Any successor, including the Trustee, to the Servicer as servicer shall during the term of its service as servicer maintain in force (i) a policy or policies of insurance covering errors and omissions in the performance of its obligations as servicer hereunder and (ii) a fidelity bond in respect of its officers, employees and agents to the same extent as the Servicer is so required pursuant to Section 3.03.

Trustee to Act; Appointment of Successor. (a) On and after the time the a Servicer receives a notice of termination pursuant to Section 8.017.01 of this Agreement, the Trustee shall shall, subject to and to the extent provided herein, be the successor in all respects to the Servicer a Servicer, but only in its capacity as servicer under this Agreement Agreement, and not in any other, and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the a Servicer by the terms and provisions hereof or shall appoint a successor and applicable law including the obligation to make Advances pursuant to Section 3.074.01. Notwithstanding anything provided herein to the contrary, under no circumstances shall any provision of this Agreement be construed to require the Trustee, acting in its capacity as successor to the Servicer in its obligation to make Advances, to advance, expend or risk its own funds or otherwise incur any financial liability in the performance of its duties hereunder if it shall have reasonable grounds for believing that such funds are non-recoverable. Subject to Section 8.05(b), as As compensation therefor, the Trustee shall be entitled to such compensation as all funds relating to the terminated related Mortgage Loans that the Servicer would have been entitled to hereunder if no charge to a Collection Account, provided that the terminated Servicer shall nonetheless be entitled to payment or reimbursement as provided in Section 3.09(a) to the extent that such notice payment or reimbursement relates to the period prior to termination of termination had been giventhe Servicer. Notwithstanding the aboveforegoing, if the Trustee has become the successor to a Servicer in accordance with Section 7.01, the Trustee may, if it shall be unwilling to so to act, or shall, if it is legally prohibited by applicable law from making Advances pursuant to 4.01 hereof, or if it is otherwise unable to so to act, appoint, or petition a court of competent jurisdiction to appoint, any established housing and home finance mortgage loan servicing institution having a net worth the appointment of which does not less than $10,000,000 adversely affect the then current rating of the Certificates by each Rating Agency, as the successor to the terminated such Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder; provided, however, that (i) any such institution appointed as . Any successor to a Servicer shall notbe an institution which is a FNMA or FHLMC approved seller/servicer in good standing, which has a net worth of at least $10,000,000, which is willing to service the related Mortgage Loans and which executes and delivers to the Depositor and the Trustee an agreement accepting such delegation and assignment, containing an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of such Servicer (other than liabilities of the Servicer under Section 6.03 hereof incurred prior to termination of the Servicer under Section 7.01 hereunder), with like effect as evidenced in writing by if originally named as a party to this Agreement; provided that each Rating Agency, adversely affect the then current Agency acknowledges that its rating of any Class of the Certificates in effect immediately prior to the termination such assignment and delegation will not be qualified or reduced as a result of the terminated Servicer. The appointment of a successor Servicer shall not affect any liability of the predecessor Servicer which may have arisen under this Agreement prior to its termination as Servicer, nor shall any successor Servicer be liable for any acts or omissions of the predecessor Servicer or for any breach by the Servicer of any of its representations or warranties contained herein or in any related document or agreementsuch assignment and delegation. Pending appointment of a successor to the terminated a Servicer hereunder, the Trustee, unless the Trustee is prohibited by law from so acting, shall, subject to the Trustee shall limitations described herein, act in such capacity as provided abovehereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on the related Mortgage Loans as it and such successor shall agree; provided, however, that no such compensation shall be in excess of the Servicing Fee. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. (b) In connection with the appointment of a successor Servicer or the assumption of the duties of the Servicer, as specified in Section 8.05(a), . Neither the Trustee may make such arrangements for the compensation nor any other successor servicer shall be deemed to be in default by reason of such successor out of payments on Mortgage Loans serviced any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the predecessor Servicer as it and such successor shall agree; provided, however, that any Person assuming the duties failure of the Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. Any successor to a Servicer shall pay to such predecessor an amount equal give notice to the market value of the portion of the Servicing Fee that will accrue in the future due to the Servicing Fee Rate exceeding 0.25% per annum with respect to any Mortgage Loan. The "market value" Mortgagors of such portion change of the Servicing Fee shall be determined by Bank of Americaservicer and shall, N.A., on the basis of at least two quotations from third parties actively engaged in the servicing of single-family mortgage loans. If the successor Servicer does not agree that such market value is a fair price, such successor shall obtain two quotations of market value from third parties actively engaged in the servicing of single-family mortgage loans. The market value of the excess portion of the Servicing Fee will then be equal to the average of (i) the lowest figure obtained by Bank of America, N.A., and (ii) the highest figure obtained by the successor Servicer. Payment of the amount calculated above shall be made to Bank of America, N.A., by the successor Servicer no later than the last Business Day of the month in which such successor Servicer becomes entitled to receive the Servicing Fee under this Agreement. In no event will any portion of the Trust Estate be used to pay amounts due to Bank of America, N.A. under this Section 8.05(b). (c) Any successor, including the Trustee, to the Servicer as servicer shall during the term of its service as servicer servicer, maintain in force (i) a the policy or policies of insurance covering errors and omissions in the performance of its obligations as servicer hereunder and (ii) a fidelity bond in respect of its officers, employees and agents to the same extent as that the Servicer is so required to maintain pursuant to Section 3.03this Agreement.

Trustee to Act; Appointment of Successor. (a) On and after the time a Master Servicer or a Special Servicer resigns pursuant to Section 6.04(a) (and a successor Master Servicer or Special Servicer, as applicable, has not been appointed by the resigning Master Servicer or Special Servicer, as applicable, under Section 6.04), or receives a notice of termination pursuant to Section 8.017.01, the Trustee shall be the successor in all respects to that Master Servicer or that Special Servicer, as the Servicer case may be, in its capacity as servicer such under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto and arising thereafter placed on such Master Servicer or such Special Servicer, as the Servicer case may be, by the terms and provisions hereof hereof, including, if the Master Servicer is the resigning or shall appoint a successor pursuant to Section 3.07. Notwithstanding anything provided herein to terminated party, the contrary, under no circumstances shall any provision of this Agreement be construed to require the Trustee, acting in its capacity as successor to the Servicer in its applicable Master Servicer’s obligation to make Advances; provided, that (i) any failure to perform such duties or responsibilities caused by the failure of a Master Servicer or a Special Servicer, as the case may be, to advance, expend cooperate or risk its own funds to provide information or otherwise incur any financial liability monies as required by Section 7.01 shall not be considered a default by the Trustee hereunder and (ii) in the performance case of its duties hereunder a terminated Master Servicer, the Trustee shall cease to act as successor Master Servicer if it shall have reasonable grounds for believing that such funds are non-recoverable. Subject an alternative successor is appointed pursuant to Section 8.05(b7.01(c), as . Neither the Trustee nor any other successor shall be liable for any of the representations and warranties of the resigning or terminated party or for any losses incurred by the resigning or terminated party pursuant to Section 3.06 hereunder nor shall the Trustee or any other successor be required to purchase any Mortgage Loan hereunder. As compensation therefor, the Trustee shall be entitled to such all fees and other compensation as which the resigning or terminated Servicer party would have been entitled to hereunder for future services rendered if no such notice of termination the resigning or terminated party had been givencontinued to act hereunder. Notwithstanding the above, if it is unwilling to so act, the Trustee may, if it shall be unwilling so to act, or shallmay (and, if it is legally unable to so to act, or if the Trustee is not approved as an acceptable master servicer or special servicer, as the case may be, by each Rating Agency, or if the Holders of Certificates entitled to a majority of all the Voting Rights (determined without notionally reducing the Class Principal Balances of the Certificates by any Appraisal Reduction Amounts) (or, alternatively, if a Servicer Termination Event on the part of the applicable Special Servicer has occurred during a Subordinate Control Period, the Subordinate Class Representative) so requests in writing, the Trustee shall), promptly appoint, or petition a court of competent jurisdiction to appoint, any established housing and home finance qualified institution having a net worth of not less than $10,000,000 as the successor to the resigning or terminated Master Servicer or Special Servicer, as the case may be, hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of such Master Servicer or such Special Servicer, as the Servicer case may be, hereunder; provided, however, that (i) any such institution appointed as successor Servicer shall not, as evidenced in writing by appointment is the subject of a Rating Agency Confirmation from each Rating Agency (and, if applicable, each Pari Passu Companion Rating Agency, adversely affect ); and (ii) if such successor (in the then current rating of any Class of Certificates immediately prior to the termination of the terminated Servicer. The appointment case of a successor Servicer to the resigning or terminated Master Servicer) does not have a master servicer rating from Fitch that is “CMS2” or above, such successor is reasonably acceptable to the Subordinate Class Representative and, if such successor has a master servicer rating from Fitch that is “CMS2” or above, the Subordinate Class Representative shall have been consulted with respect to the identity of (although it need not affect any liability of the predecessor Servicer which may have arisen under this Agreement prior to its termination as Servicer, nor shall any successor Servicer be liable for any acts or omissions of the predecessor Servicer or for any breach by the Servicer of any of its representations or warranties contained herein or in any related document or agreementapproved) such successor. Pending No appointment of a successor to a Master Servicer or a Special Servicer hereunder shall be effective until the terminated Servicer assumption by such successor of all its responsibilities, duties and liabilities hereunder, unless the Trustee is prohibited by law from so actingand pending such appointment and assumption, the Trustee shall act in such capacity as provided abovehereinabove provided. The In connection with any such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on the Mortgage Loans or otherwise as it and such successor shall agree; provided, that no such compensation shall be in excess of that permitted the resigning or terminated party hereunder. The Depositor, the Trustee, such successor and each other party hereto shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. (b) In connection with the appointment of a successor Servicer or the assumption of the duties of the Servicer, as specified in Section 8.05(a), . If the Trustee may make such arrangements for the compensation of such or an Affiliate acts pursuant to this Section 7.02 as successor out of payments on Mortgage Loans serviced by the predecessor Servicer as it and such successor shall agree; provided, however, that any Person assuming the duties of the Servicer shall pay to such predecessor an amount equal to the market value of resigning or terminated Master Servicer and if the portion of the Servicing Fee that will accrue in the future due to the Excess Servicing Fee Rate exceeding 0.25% is a rate per annum with respect to any Mortgage Loan. The "market value" of such portion of that is greater than zero (0) basis points, it may reduce the Excess Servicing Fee shall Rate to the extent that the Trustee’s or such Affiliate’s compensation as successor Master Servicer would otherwise be determined by Bank of America, N.A., on below the basis of at least two quotations from third parties actively engaged in the market rate servicing of single-family mortgage loanscompensation. If the Trustee elects to appoint a successor to the resigning or terminated Master Servicer does not agree that such market value is a fair priceother than itself or an Affiliate pursuant to this Section 7.02, such successor shall obtain two quotations of market value from third parties actively engaged it may reduce the Excess Servicing Fee Rate to the extent reasonably necessary (in the servicing of single-family mortgage loans. The market value sole discretion of the excess portion Trustee) for the Trustee to appoint a qualified successor Master Servicer that meets the requirements of the Servicing Fee will then be equal to the average of (i) the lowest figure obtained by Bank of America, N.A., and (ii) the highest figure obtained by the successor Servicer. Payment of the amount calculated above shall be made to Bank of America, N.A., by the successor Servicer no later than the last Business Day of the month in which such successor Servicer becomes entitled to receive the Servicing Fee under this Agreement. In no event will any portion of the Trust Estate be used to pay amounts due to Bank of America, N.A. under this Section 8.05(b)7.02. (c) Any successor, including the Trustee, to the Servicer as servicer shall during the term of its service as servicer maintain in force (i) a policy or policies of insurance covering errors and omissions in the performance of its obligations as servicer hereunder and (ii) a fidelity bond in respect of its officers, employees and agents to the same extent as the Servicer is so required pursuant to Section 3.03.

Trustee to Act; Appointment of Successor. (a) On and after the time the a Servicer receives a notice of termination pursuant to Section 8.01, the Trustee shall be the successor in all respects to the such Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the such Servicer by the terms and provisions hereof or shall appoint a successor pursuant to Section 3.07. Notwithstanding anything provided herein to the contrary, under no circumstances shall any provision of this Agreement be construed to require the Trustee, acting in its capacity as successor to the a Servicer in its obligation to make Advances, to advance, expend or risk its own funds or otherwise incur any financial liability in the performance of its duties hereunder if it shall have reasonable grounds for believing that such funds are non-recoverable. Subject to Section 8.05(b), as compensation therefor, the Trustee shall be entitled to such compensation as the terminated Servicer would have been entitled to hereunder if no such notice of termination had been given. Notwithstanding the above, the Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, appoint, or petition a court of competent jurisdiction to appoint, any established housing and home finance institution having a net worth of not less than $10,000,000 as the successor to the terminated Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the such Servicer hereunder; provided, however, that (i) any such institution appointed as successor Servicer shall not, as evidenced in writing by each Rating Agency, adversely affect the then current rating of any Class of Certificates immediately prior to the termination of the terminated Servicer. The appointment of a successor Servicer shall not affect any liability of the predecessor Servicer which may have arisen under this Agreement prior to its termination as Servicer, nor shall any successor Servicer be liable for any acts or omissions of the predecessor Servicer or for any breach by the such Servicer of any of its representations or warranties contained herein or in any related document or agreement. Pending appointment of a successor to the terminated Servicer hereunder, unless the Trustee is prohibited by law from so acting, the Trustee shall act in such capacity as provided above. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. (b) In connection with the appointment of a successor Servicer or the assumption of the duties of the a Servicer, as specified in Section 8.05(a), the Trustee may make such arrangements for the compensation of such successor out of payments on Mortgage Loans serviced by the predecessor Servicer as it and such successor shall agree; provided, however, that any Person assuming the duties of the a Servicer as successor to NationsBanc Mortgage Corporation, Bank of America, FSB or Bank of America, N.A. shall pay to such predecessor an amount equal to the market value of the portion of the Servicing Fee that will accrue in the future due to the Servicing Fee Rate exceeding 0.25% per annum with respect to any Mortgage Loan. The "market value" of such portion of the Servicing Fee shall be determined by NationsBanc Mortgage Corporation, Bank of America, FSB or Bank of America, N.A., as applicable, on the basis of at least two quotations from third parties actively engaged in the servicing of single-family mortgage loans. If the successor Servicer does not agree that such market value is a fair price, such successor shall obtain two quotations of market value from third parties actively engaged in the servicing of single-family mortgage loans. The market value of the excess portion of the Servicing Fee will then be equal to the average of (i) the lowest figure obtained by NationsBanc Mortgage Corporation, Bank of America, FSB or Bank of America, N.A., as applicable, and (ii) the highest figure obtained by the successor Servicer. Payment of the amount calculated above shall be made to NationsBanc Mortgage Corporation, Bank of America, FSB or Bank of America, N.A., as applicable, by the successor Servicer no later than the last Business Day of the month in which such successor Servicer becomes entitled to receive the Servicing Fee under this Agreement. In no event will any portion of the Trust Estate be used to pay amounts due to NationsBanc Mortgage Corporation, Bank of America, N.A. FSB or Bank of America, N.A., as applicable, under this Section 8.05(b). (c) Any successor, including the Trustee, to the a Servicer as servicer shall during the term of its service as servicer maintain in force (i) a policy or policies of insurance covering errors and omissions in the performance of its obligations as servicer hereunder and (ii) a fidelity bond in respect of its officers, employees and agents to the same extent as the each Servicer is so required pursuant to Section 3.03.

Trustee to Act; Appointment of Successor. (a) On and after Upon the time receipt by the Master Servicer receives of a notice of termination pursuant to Section 8.018.01 or an Opinion of Independent Counsel pursuant to Section 7.05 to the effect that the Master Servicer is legally unable to act or to delegate its duties to a Person which is legally able to act, the Trustee shall be automatically become the successor in all respects to the Master Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall thereafter be subject to all the responsibilities, duties duties, liabilities and limitations on liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof hereof; provided, however, that EMC shall have the right to either (a) immediately assume the duties of the Master Servicer or shall appoint (b) select a successor pursuant Master Servicer; provided further, however, that the Trustee shall have no obligation whatsoever with respect to any liability (other than advances deemed recoverable and not previously made) incurred by the Master Servicer at or prior to the time of termination. As compensation therefor, but subject to Section 3.07. Notwithstanding anything provided herein to the contrary, under no circumstances shall any provision of this Agreement be construed to require the Trustee, acting in its capacity as successor to the Servicer in its obligation to make Advances, to advance, expend or risk its own funds or otherwise incur any financial liability in the performance of its duties hereunder if it shall have reasonable grounds for believing that such funds are non-recoverable. Subject to Section 8.05(b), as compensation therefor7.06, the Trustee shall be entitled to such compensation as which the terminated Master Servicer would have been entitled to hereunder retain if no such notice of termination the Master Servicer had been givencontinued to act hereunder, except for those amounts due the Master Servicer as reimbursement permitted under this Agreement for advances previously made or expenses previously incurred. Notwithstanding the above, the Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, appoint, appoint or petition a court of competent jurisdiction to appoint, any established housing and home finance institution which is a ▇▇▇▇▇▇ Mae- or ▇▇▇▇▇▇▇ Mac-approved servicer, and with respect to a successor to the Master Servicer only, having a net worth of not less than $10,000,000 10,000,000, as the successor to the terminated 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 (i) any such institution appointed as successor Servicer the Trustee shall not, as evidenced in writing by obtain a letter from each Rating AgencyAgency that the ratings, adversely affect if any, on each of the then current rating Certificates will not be lowered as a result of any Class the selection of Certificates immediately prior the successor to the termination of the terminated Master Servicer. The appointment of a successor Servicer shall not affect any liability of the predecessor Servicer which may have arisen under this Agreement prior to its termination as Servicer, nor shall any successor Servicer be liable for any acts or omissions of the predecessor Servicer or for any breach by the Servicer of any of its representations or warranties contained herein or in any related document or agreement. Pending appointment of a successor to the terminated Master Servicer hereunder, unless the Trustee is prohibited by law from so acting, the Trustee shall act in such capacity as provided abovehereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on the Mortgage Loans as it and such successor shall agree; provided, however, that the provisions of Section 7.06 shall apply, the compensation shall not be in excess of that to which the Master Servicer would have been entitled to if the Master Servicer had continued to act hereunder, and that such successor shall undertake and assume the obligations of the Trustee to pay compensation to any third Person acting as an agent or independent contractor in the performance of master servicing responsibilities hereunder. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. (b) In connection with If the appointment of a successor Servicer or the assumption of the Trustee shall succeed to any duties of the ServicerMaster Servicer respecting the Mortgage Loans as provided herein, it shall do so in a separate capacity and not in its capacity as specified in Section 8.05(a)Trustee and, accordingly, the Trustee may make such arrangements for the compensation provisions of such successor out of payments on Mortgage Loans serviced by the predecessor Servicer as it and such successor Article IX shall agree; provided, however, that any Person assuming the duties of the Servicer shall pay to such predecessor an amount equal be inapplicable to the market value of Trustee in its duties as the portion of the Servicing Fee that will accrue in the future due successor to the Servicing Fee Rate exceeding 0.25% per annum with respect to any Mortgage Loan. The "market value" of such portion of the Servicing Fee shall be determined by Bank of America, N.A., on the basis of at least two quotations from third parties actively engaged Master Servicer in the servicing of single-family mortgage loans. If the successor Servicer does not agree that Mortgage Loans (although such market value is a fair price, such successor provisions shall obtain two quotations of market value from third parties actively engaged in the servicing of single-family mortgage loans. The market value of the excess portion of the Servicing Fee will then be equal continue to apply to the average Trustee in its capacity as Trustee); the provisions of (i) the lowest figure obtained by Bank of AmericaArticle VII, N.A.however, and (ii) the highest figure obtained by the shall apply to it in its capacity as successor Servicer. Payment of the amount calculated above shall be made to Bank of America, N.A., by the successor Servicer no later than the last Business Day of the month in which such successor Servicer becomes entitled to receive the Servicing Fee under this Agreement. In no event will any portion of the Trust Estate be used to pay amounts due to Bank of America, N.A. under this Section 8.05(b)master servicer. (c) Any successor, including the Trustee, to the Servicer as servicer shall during the term of its service as servicer maintain in force (i) a policy or policies of insurance covering errors and omissions in the performance of its obligations as servicer hereunder and (ii) a fidelity bond in respect of its officers, employees and agents to the same extent as the Servicer is so required pursuant to Section 3.03.

Trustee to Act; Appointment of Successor. (a) On and after the time the Servicer or the Special Servicer receives a notice of termination pursuant to Section 8.017.1, the Trustee shall be the its successor in such capacity in all respects to the Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and and, except as provided herein, shall be subject to all the responsibilities, duties duties, limitations on liability and liabilities relating thereto and arising thereafter placed on the Servicer or Special Servicer by the terms and provisions hereof hereof; provided, however, that (i) the Trustee shall have no responsibilities, duties, liabilities or obligations with respect to any act or omission of the Servicer or of the Special Servicer and (ii) any failure to perform, or delay in performing, such duties or responsibilities caused by the terminated party's failure to provide, or delay in providing, records, tapes, disks, information or monies shall appoint not be considered a default by any successor hereunder. The appointment of a successor Servicer or Special Servicer shall not affect any liability of the predecessor Servicer or Special Servicer, as applicable, which may have arisen prior to its termination as Servicer or Special Servicer. The Trustee shall not be liable for any of the representations and warranties of the Servicer or of the Special Servicer herein or in any related document or agreement, for any acts or omissions of the predecessor Servicer or Special Servicer, as applicable, or for any losses incurred in respect of any Permitted Investment by the Servicer pursuant to Section 3.073.7 hereunder nor shall the Trustee be required to purchase any Mortgage Loan hereunder. Notwithstanding anything provided herein to the contrary, under no circumstances shall any provision of this Agreement be construed to require the Trustee, acting in its capacity as successor to the Servicer in its obligation to make Advances, to advance, expend or risk its own funds or otherwise incur any financial liability in the performance of its duties hereunder if it shall have reasonable grounds for believing that such funds are non-recoverable. Subject to Section 8.05(b), as As compensation therefor, the Trustee as successor Servicer or Special Servicer shall be entitled to such compensation as all Servicing Compensation relating to the terminated Mortgage Loans that accrue after the date of the Trustee's succession to which the Servicer or Special Servicer would have been entitled if the Servicer or Special Servicer, as applicable, had continued to act hereunder. In the event any Advances made by the Servicer or the Trustee shall at any time be outstanding, or any amounts of interest thereon shall be accrued and unpaid, all amounts available to repay Advances and interest hereunder if no shall be applied entirely to the Advances made by the Trustee (and the accrued and unpaid interest thereon), until such notice of termination had Advances made by the Trustee (and accrued and unpaid interest thereon) shall have been givenrepaid in full. Notwithstanding the above, the Trustee may, if it shall be unwilling to so to act, or shall, 133 if it is legally unable to so to act, or if the Holders of Certificates entitled to at least __% of the aggregate Voting Rights so request in writing to the Trustee, or if (x) neither the Trustee nor the Fiscal Agent is rated by each Rating Agency in one of its two highest long-term debt rating categories or (y) the Trustee is not listed on S&P's list of approved servicers, promptly appoint, or petition a court of competent jurisdiction to appoint, any established housing and home finance institution having a net worth mortgage loan servicing institution, the appointment of which will not less than $10,000,000 result in the downgrading, withdrawal or qualification of the rating or ratings then assigned to any Class of Certificates as evidenced in writing by each Rating Agency, as the successor to the terminated Servicer or Special Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer or Special Servicer hereunder; provided, however, that (i) any such institution appointed as successor Servicer shall not, as evidenced in writing by each Rating Agency, adversely affect the then current rating of any Class of Certificates immediately prior to the termination of the terminated Servicer. The No appointment of a successor Servicer shall not affect any liability of to the predecessor Servicer which may have arisen under this Agreement prior to its termination as Servicer, nor shall any successor Servicer be liable for any acts or omissions of the predecessor Servicer or for any breach Special Servicer hereunder shall be effective until the assumption by such successor of all the Servicer of any of its representations Servicer's or warranties contained herein or in any related document or agreementSpecial Servicer's responsibilities, duties and liabilities hereunder. Pending appointment of a successor to the terminated Servicer or Special Servicer hereunder, unless the Trustee is shall be prohibited by law from so acting, the Trustee shall act in such capacity as provided aboveherein above provided. In connection with such appointment and assumption described herein, the Trustee may make such arrangements for the compensation of such successor out of payments on Mortgage Loans as it and such successor shall agree; provided, however, that no such compensation shall be in excess of that permitted the terminated party hereunder. The Trustee Depositor, the Trustee, the Servicer or Special Servicer and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. (b) In connection with the appointment of a successor Servicer or the assumption of the duties of the Servicer, as specified in Section 8.05(a), the Trustee may make such arrangements for the compensation of such successor out of payments on Mortgage Loans serviced by the predecessor Servicer as it and such successor shall agree; provided, however, that any Person assuming the duties of the Servicer shall pay to such predecessor an amount equal to the market value of the portion of the Servicing Fee that will accrue in the future due to the Servicing Fee Rate exceeding 0.25% per annum with respect to any Mortgage Loan. The "market value" of such portion of the Servicing Fee shall be determined by Bank of America, N.A., on the basis of at least two quotations from third parties actively engaged in the servicing of single-family mortgage loans. If the successor Servicer does not agree that such market value is a fair price, such successor shall obtain two quotations of market value from third parties actively engaged in the servicing of single-family mortgage loans. The market value of the excess portion of the Servicing Fee will then be equal to the average of (i) the lowest figure obtained by Bank of America, N.A., and (ii) the highest figure obtained by the successor Servicer. Payment of the amount calculated above shall be made to Bank of America, N.A., by the successor Servicer no later than the last Business Day of the month in which such successor Servicer becomes entitled to receive the Servicing Fee under this Agreement. In no event will any portion of the Trust Estate be used to pay amounts due to Bank of America, N.A. under this Section 8.05(b). (c) Any successor, including the Trustee, to the Servicer as servicer shall during the term of its service as servicer maintain in force (i) a policy or policies of insurance covering errors and omissions in the performance of its obligations as servicer hereunder and (ii) a fidelity bond in respect of its officers, employees and agents to the same extent as the Servicer is so required pursuant to Section 3.03.

Trustee to Act; Appointment of Successor. (a) On and after the time a Master Servicer or a Special Servicer resigns pursuant to Section 6.04(a) (and a successor Master Servicer or Special Servicer, as applicable, has not been appointed by the resigning Master Servicer or Special Servicer, as applicable, under Section 6.04), or receives a notice of termination pursuant to Section 8.017.01, the Trustee shall be the successor in all respects to that Master Servicer or that Special Servicer, as the Servicer case may be, in its capacity as servicer such under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto and arising thereafter placed on such Master Servicer or such Special Servicer, as the Servicer case may be, by the terms and provisions hereof hereof, including, if such Master Servicer is the resigning or shall appoint a successor pursuant to Section 3.07. Notwithstanding anything provided herein to terminated party, the contrary, under no circumstances shall any provision of this Agreement be construed to require the Trustee, acting in its capacity as successor to the Servicer in its applicable Master Servicer’s obligation to make Advances; provided that (i) any failure to perform such duties or responsibilities caused by the failure of a Master Servicer or a Special Servicer, as the case may be, to advance, expend cooperate or risk its own funds to provide information or otherwise incur any financial liability monies as required by Section 7.01 shall not be considered a default by the Trustee hereunder and (ii) in the performance case of its duties hereunder a terminated Master Servicer, the Trustee shall cease to act as successor Master Servicer if it shall have reasonable grounds for believing that such funds are non-recoverable. Subject an alternative successor is appointed pursuant to Section 8.05(b7.01(c), as . Neither the Trustee nor any other successor shall be liable for any of the representations and warranties of the resigning or terminated party or for any losses incurred by the resigning or terminated party pursuant to Section 3.06 hereunder nor shall the Trustee or any other successor be required to purchase any Mortgage Loan hereunder. As compensation therefor, the Trustee shall be entitled to such all fees and other compensation as which the resigning or terminated Servicer party would have been entitled to hereunder for future services rendered if no such notice of termination the resigning or terminated party had been givencontinued to act hereunder. Notwithstanding the above, if it is unwilling to so act, the Trustee may, if it shall be unwilling so to act, or shallmay (and, if it is legally unable to so to act, or if the Trustee is not approved as an acceptable master servicer or special servicer, as the case may be, by each Rating Agency, or if the Holders of Certificates entitled to a majority of all the Voting Rights (determined without notionally reducing the Class Principal Balances of the Certificates by any Appraisal Reduction Amounts) (or, alternatively, if a Servicer Termination Event on the part of the applicable Special Servicer has occurred during a Subordinate Control Period, the Subordinate Class Representative) so requests in writing, the Trustee shall), promptly appoint, or petition a court of competent jurisdiction to appoint, any established housing and home finance qualified institution having a net worth of not less than $10,000,000 as the successor to the resigning or terminated Master Servicer or Special Servicer, as the case may be, hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of such Master Servicer or such Special Servicer, as the Servicer case may be, hereunder; provided, however, provided that (i) any such institution appointed as successor Servicer shall not, as evidenced in writing by appointment is the subject of a Rating Agency Confirmation from each Rating Agency (and, if applicable pursuant to Section 3.27(k), an analogous rating agency confirmation from each Pari Passu Companion Loan Rating Agency, adversely affect the then current rating of any Class of Certificates immediately prior to the termination of the terminated Servicer). The appointment of a successor Servicer shall not affect any liability of the predecessor Servicer which may have arisen under this Agreement prior to its termination as Servicer, nor shall any successor Servicer be liable for any acts or omissions of the predecessor Servicer or for any breach by the Servicer of any of its representations or warranties contained herein or in any related document or agreement. Pending No appointment of a successor to a Master Servicer or a Special Servicer hereunder shall be effective until the terminated Servicer assumption by such successor of all its responsibilities, duties and liabilities hereunder, unless the Trustee is prohibited by law from so actingand pending such appointment and assumption, the Trustee shall act in such capacity as provided abovehereinabove provided. The In connection with any such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on the Mortgage Loans or otherwise as it and such successor shall agree; provided that no such compensation shall be in excess of that permitted the resigning or terminated party hereunder. The Depositor, the Trustee, such successor and each other party hereto shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. (b) In connection with the appointment of a successor Servicer or the assumption of the duties of the Servicer, as specified in Section 8.05(a), . If the Trustee may make such arrangements for the compensation of such or an Affiliate acts pursuant to this Section 7.02 as successor out of payments on Mortgage Loans serviced by the predecessor Servicer as it and such successor shall agree; provided, however, that any Person assuming the duties of the Servicer shall pay to such predecessor an amount equal to the market value of resigning or terminated Master Servicer and if the portion of the Servicing Fee that will accrue in the future due to the Excess Servicing Fee Rate exceeding 0.25% is a rate per annum with respect to any Mortgage Loan. The "market value" of such portion of that is greater than zero (0) basis points, it may reduce the Excess Servicing Fee shall Rate to the extent that the Trustee’s or such Affiliate’s compensation as successor Master Servicer would otherwise be determined by Bank of America, N.A., on below the basis of at least two quotations from third parties actively engaged in the market rate servicing of single-family mortgage loanscompensation. If the Trustee elects to appoint a successor to the resigning or terminated Master Servicer does not agree that such market value is a fair priceother than itself or an Affiliate pursuant to this Section 7.02, such successor shall obtain two quotations of market value from third parties actively engaged it may reduce the Excess Servicing Fee Rate to the extent reasonably necessary (in the servicing of single-family mortgage loans. The market value sole discretion of the excess portion Trustee) for the Trustee to appoint a qualified successor Master Servicer that meets the requirements of the Servicing Fee will then be equal to the average of (i) the lowest figure obtained by Bank of America, N.A., and (ii) the highest figure obtained by the successor Servicer. Payment of the amount calculated above shall be made to Bank of America, N.A., by the successor Servicer no later than the last Business Day of the month in which such successor Servicer becomes entitled to receive the Servicing Fee under this Agreement. In no event will any portion of the Trust Estate be used to pay amounts due to Bank of America, N.A. under this Section 8.05(b)7.02. (c) Any successor, including the Trustee, to the Servicer as servicer shall during the term of its service as servicer maintain in force (i) a policy or policies of insurance covering errors and omissions in the performance of its obligations as servicer hereunder and (ii) a fidelity bond in respect of its officers, employees and agents to the same extent as the Servicer is so required pursuant to Section 3.03.

Trustee to Act; Appointment of Successor. (a) On and after Upon the time receipt by the Master Servicer receives of a notice of termination pursuant to Section 8.018.01 or an Opinion of Independent Counsel pursuant to Section 7.05 to the effect that the Master Servicer is legally unable to act or to delegate its duties to a Person which is legally able to act, the Trustee shall be automatically become the successor in all respects to the Master Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall thereafter be subject to all the responsibilities, duties duties, liabilities and limitations on liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof hereof; provided, however, that the Company shall have the right to either (a) immediately assume the duties of the Master Servicer or shall appoint (b) select a successor pursuant Master Servicer; provided further, however, that the Trustee shall have no obligation whatsoever with respect to any liability (other than advances deemed recoverable and not previously made) incurred by the Master Servicer at or prior to the time of termination. As compensation therefor, but subject to Section 3.07. Notwithstanding anything provided herein to the contrary, under no circumstances shall any provision of this Agreement be construed to require the Trustee, acting in its capacity as successor to the Servicer in its obligation to make Advances, to advance, expend or risk its own funds or otherwise incur any financial liability in the performance of its duties hereunder if it shall have reasonable grounds for believing that such funds are non-recoverable. Subject to Section 8.05(b), as compensation therefor7.06, the Trustee shall be entitled to such compensation as which the terminated Master Servicer would have been entitled to hereunder retain if no such notice of termination the Master Servicer had been givencontinued to act hereunder, except for those amounts due the Master Servicer as reimbursement permitted under this Agreement for advances previously made or expenses previously incurred. Notwithstanding the above, the Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, appoint, appoint or petition a court of competent jurisdiction to appoint, any established housing and home finance institution which is a ▇▇▇▇▇▇ ▇▇▇- or ▇▇▇▇▇▇▇ Mac-approved servicer, and with respect to a successor to the Master Servicer only, having a net worth of not less than $10,000,000 10,000,000, as the successor to the terminated 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 (i) any such institution appointed as successor Servicer the Trustee shall not, as evidenced in writing by obtain a letter from each Rating AgencyAgency that the ratings, adversely affect if any, on each of the then current rating Certificates will not be lowered as a result of any Class the selection of Certificates immediately prior the successor to the termination of the terminated Master Servicer. The appointment of a successor Servicer shall not affect any liability of the predecessor Servicer which may have arisen under this Agreement prior to its termination as Servicer, nor shall any successor Servicer be liable for any acts or omissions of the predecessor Servicer or for any breach by the Servicer of any of its representations or warranties contained herein or in any related document or agreement. Pending appointment of a successor to the terminated Master Servicer hereunder, unless the Trustee is prohibited by law from so acting, the Trustee shall act in such capacity as provided abovehereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on the Mortgage Loans as it and such successor shall agree; provided, however, that the provisions of Section 7.06 shall apply, the compensation shall not be in excess of that which the Master Servicer would have been entitled to if the Master Servicer had continued to act hereunder, and that such successor shall undertake and assume the obligations of the Trustee to pay compensation to any third Person acting as an agent or independent contractor in the performance of master servicing responsibilities hereunder. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. (b) In connection with If the appointment of a successor Servicer or the assumption of the Trustee shall succeed to any duties of the ServicerMaster Servicer respecting the Mortgage Loans as provided herein, it shall do so in a separate capacity and not in its capacity as specified in Section 8.05(a)Trustee and, accordingly, the Trustee may make such arrangements for the compensation provisions of such successor out of payments on Mortgage Loans serviced by the predecessor Servicer as it and such successor Article IX shall agree; provided, however, that any Person assuming the duties of the Servicer shall pay to such predecessor an amount equal be inapplicable to the market value of Trustee in its duties as the portion of the Servicing Fee that will accrue in the future due successor to the Servicing Fee Rate exceeding 0.25% per annum with respect to any Mortgage Loan. The "market value" of such portion of the Servicing Fee shall be determined by Bank of America, N.A., on the basis of at least two quotations from third parties actively engaged Master Servicer in the servicing of single-family mortgage loans. If the successor Servicer does not agree that Mortgage Loans (although such market value is a fair price, such successor provisions shall obtain two quotations of market value from third parties actively engaged in the servicing of single-family mortgage loans. The market value of the excess portion of the Servicing Fee will then be equal continue to apply to the average Trustee in its capacity as Trustee); the provisions of (i) the lowest figure obtained by Bank of AmericaArticle VII, N.A.however, and (ii) the highest figure obtained by the shall apply to it in its capacity as successor Servicer. Payment of the amount calculated above shall be made to Bank of America, N.A., by the successor Servicer no later than the last Business Day of the month in which such successor Servicer becomes entitled to receive the Servicing Fee under this Agreement. In no event will any portion of the Trust Estate be used to pay amounts due to Bank of America, N.A. under this Section 8.05(b)master servicer. (c) Any successor, including the Trustee, to the Servicer as servicer shall during the term of its service as servicer maintain in force (i) a policy or policies of insurance covering errors and omissions in the performance of its obligations as servicer hereunder and (ii) a fidelity bond in respect of its officers, employees and agents to the same extent as the Servicer is so required pursuant to Section 3.03.

Trustee to Act; Appointment of Successor. (a) On and after the time the Master Servicer or the Special Servicer resigns pursuant to Section 6.04(a) (and a successor Master Servicer or Special Servicer, as applicable, has not been appointed by the resigning Master Servicer or Special Servicer, as applicable, under Section 6.04), or receives a notice of termination pursuant to Section 8.017.01, 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 servicer such under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto and arising thereafter placed on the Master Servicer or the Special Servicer, as the case may be, by the terms and provisions hereof hereof, including, if the Master Servicer is the resigning or shall appoint a successor pursuant to Section 3.07. Notwithstanding anything provided herein to terminated party, the contrary, under no circumstances shall any provision of this Agreement be construed to require the Trustee, acting in its capacity as successor to the Servicer in its Master Servicer’s obligation to make Advances; provided, however, that (i) any failure to perform such duties or responsibilities caused by the failure of the Master Servicer or the Special Servicer, as the case may be, to advance, expend cooperate or risk its own funds to provide information or otherwise incur any financial liability monies as required by Section 7.01 shall not be considered a default by the Trustee hereunder and (ii) in the performance case of its duties hereunder a terminated Master Servicer, the Trustee shall cease to act as successor Master Servicer if it shall have reasonable grounds for believing that such funds are non-recoverable. Subject an alternative successor is appointed pursuant to Section 8.05(b7.01(c), as . Neither the Trustee nor any other successor shall be liable for any of the representations and warranties of the resigning or terminated party or for any losses incurred by the resigning or terminated party pursuant to Section 3.06 hereunder nor shall the Trustee or any other successor be required to purchase any Mortgage Loan hereunder. As compensation therefor, the Trustee shall be entitled to such all fees and other compensation as which the resigning or terminated Servicer party would have been entitled to hereunder for future services rendered if no such notice of termination the resigning or terminated party had been givencontinued to act hereunder. Notwithstanding the above, if it is unwilling to so act, the Trustee may, if it shall be unwilling so to act, or shallmay (and, if it is legally unable to so to act, or if the Trustee is not approved as an acceptable master servicer or special servicer, as the case may be, by each Rating Agency, or if the Holders of Certificates entitled to a majority of all the Voting Rights (determined without notionally reducing the Class Principal Balances of the Certificates by any Appraisal Reduction Amounts) (or, alternatively, if an Event of Default on the part of the Special Servicer has occurred during a Subordinate Control Period, the Subordinate Class Representative) so requests in writing, the Trustee shall), promptly appoint, or petition a court of competent jurisdiction to appoint, any established housing and home finance qualified institution having a net worth of not less than $10,000,000 as the successor to the resigning or terminated Master Servicer or Special Servicer, as the case may be, hereunder 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 (i) any such institution appointed as appointment is the subject of a Rating Agency Confirmation; and (ii) if such successor Servicer shall not, as evidenced (in writing by each Rating Agency, adversely affect the then current rating of any Class of Certificates immediately prior to the termination of the terminated Servicer. The appointment case of a successor to the resigning or terminated Master Servicer) does not have the Master Servicer rating from Fitch that is “CMS2” or above, such successor is reasonably acceptable to the Subordinate Class Representative and, if such successor has a master servicer rating from Fitch that is “CMS2” or above, the Subordinate Class Representative shall have been consulted with respect to the identity of (although it need not affect any liability of the predecessor Servicer which may have arisen under this Agreement prior to its termination as Servicer, nor shall any successor Servicer be liable for any acts or omissions of the predecessor Servicer or for any breach by the Servicer of any of its representations or warranties contained herein or in any related document or agreementapproved) such successor. Pending No appointment of a successor to the terminated Master Servicer or the Special Servicer hereunder shall be effective until the assumption by such successor of all its responsibilities, duties and liabilities hereunder, unless the Trustee is prohibited by law from so actingand pending such appointment and assumption, the Trustee shall act in such capacity as provided abovehereinabove provided. The In connection with any such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on the Mortgage Loans 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, such successor and each other party hereto shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. (b) In connection with . If the appointment of a Trustee or an Affiliate acts pursuant to this Section 7.02 as successor Servicer to the resigning or the assumption of the duties of the terminated Master Servicer, as specified in Section 8.05(a), it may reduce the Trustee may make such arrangements for the compensation of such successor out of payments on Mortgage Loans serviced by the predecessor Servicer as it and such successor shall agree; provided, however, that any Person assuming the duties of the Servicer shall pay to such predecessor an amount equal to the market value of the portion of the Servicing Fee that will accrue in the future due to the Excess Servicing Fee Rate exceeding 0.25% per annum with respect to any Mortgage Loan. The "the extent that the Trustee’s or such Affiliate’s compensation as successor Master Servicer would otherwise be below the market value" of such portion of the Servicing Fee shall be determined by Bank of America, N.A., on the basis of at least two quotations from third parties actively engaged in the rate servicing of single-family mortgage loanscompensation. If the Trustee elects to appoint a successor to the resigning or terminated Master Servicer does not agree that such market value is a fair priceother than itself or an Affiliate pursuant to this Section 7.02, such successor shall obtain two quotations of market value from third parties actively engaged it may reduce the Excess Servicing Fee Rate to the extent reasonably necessary (in the servicing of single-family mortgage loans. The market value sole discretion of the excess portion Trustee) for the Trustee to appoint a qualified successor Master Servicer that meets the requirements of the Servicing Fee will then be equal to the average of (i) the lowest figure obtained by Bank of America, N.A., and (ii) the highest figure obtained by the successor Servicer. Payment of the amount calculated above shall be made to Bank of America, N.A., by the successor Servicer no later than the last Business Day of the month in which such successor Servicer becomes entitled to receive the Servicing Fee under this Agreement. In no event will any portion of the Trust Estate be used to pay amounts due to Bank of America, N.A. under this Section 8.05(b)7.02. (c) Any successor, including the Trustee, to the Servicer as servicer shall during the term of its service as servicer maintain in force (i) a policy or policies of insurance covering errors and omissions in the performance of its obligations as servicer hereunder and (ii) a fidelity bond in respect of its officers, employees and agents to the same extent as the Servicer is so required pursuant to Section 3.03.

Trustee to Act; Appointment of Successor. (a) On and after the time the a Servicer receives a notice of termination pursuant to Section 8.017.01 of this Agreement, the Trustee or, if Ocwen is the terminated Servicer, the Back-Up Servicer, or a successor servicer appointed pursuant to Section 7.01, subject to and to the extent provided herein, either shall be the successor in all respects to the Servicer a Servicer, but only in its capacity as servicer under this Agreement and not in any other, and the transactions set forth herein or provided for herein shall appoint a successor servicer, and in either event such successor servicer shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the such Servicer by the terms and provisions hereof or shall appoint a successor and applicable law including the obligation to make Advances pursuant to Section 3.074.01. Notwithstanding anything provided herein to the contrary, under no circumstances shall any provision of this Agreement be construed to require the Trustee, acting in its capacity as successor to the Servicer in its obligation to make Advances, to advance, expend or risk its own funds or otherwise incur any financial liability in the performance of its duties hereunder if it shall have reasonable grounds for believing that such funds are non-recoverable. Subject to Section 8.05(b), as As compensation therefor, the Trustee successor servicer shall be entitled to such compensation as all funds relating to the related Mortgage Loans that the terminated Servicer would have been entitled to hereunder if no charge to a Collection Account, provided that the terminated Servicer shall nonetheless be entitled to payment or reimbursement as provided in Section 3.09(a) to the extent that such notice payment or reimbursement relates to the period prior to the completion of termination had been giventhe transfer of servicing to a successor servicer. Notwithstanding the aboveforegoing, if the Trustee or the Back-Up Servicer has become the successor to the terminated Servicer in accordance with Section 7.01, the Trustee or Back-Up Servicer may, if it shall be unwilling to so to act, or shall, if it is legally prohibited by applicable law from making Advances pursuant to 4.01 hereof, or if it is otherwise unable to so to act, appoint, or petition a court of competent jurisdiction to appoint, any established housing and home finance mortgage loan servicing institution having a net worth the appointment of which does not less than $10,000,000 adversely affect the then current rating of the Certificates by each Rating Agency, as the successor to the terminated Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the such Servicer hereunder; provided, however, that (i) any such institution appointed as . Any successor to a Servicer shall notbe an institution which is a FNMA or FHLMC approved seller/servicer in good standing, which has a net worth of at least $10,000,000, which is willing to service the related Mortgage Loans and which executes and delivers to the Depositor and the Trustee an agreement accepting such delegation and assignment, containing an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of such Servicer (other than liabilities of that Servicer under Section 6.03 hereof incurred prior to termination of a Servicer under Section 7.01 hereunder), with like effect as evidenced if originally named as a party to this Agreement; provided that each Rating Agency acknowledges that its rating of the Certificates in writing effect immediately prior to such assignment and delegation will not be qualified or reduced as a result of such assignment and delegation. The Back-Up Servicer (or its affiliate) or any successor servicer appointed by DLJMC shall be rated as a servicer of subprime mortgage loans as “average” (or its equivalent) or better by each Rating Agency, adversely affect the then current Agency that maintains a servicer rating of any Class of Certificates immediately prior to the termination of the terminated Servicer. The appointment of a successor Servicer shall not affect any liability of the predecessor Servicer which may have arisen under this Agreement prior to its termination as Servicer, nor shall any successor Servicer be liable for any acts or omissions of the predecessor Servicer or for any breach by the Servicer of any of its representations or warranties contained herein or in any related document or agreementsystem. Pending appointment of a successor to the terminated a Servicer hereunder, the Trustee, the Back-Up Servicer or other successor servicer, unless the Trustee such entity is prohibited by law from so acting, shall, subject to the Trustee shall limitations described herein, act in such capacity as provided abovehereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on the related Mortgage Loans as it and such successor shall agree; provided, however, that no such compensation shall be in excess of (x) the Ocwen Servicing Fee (as defined in the Ocwen Side Letter) or the WFHMI Servicing Fee (as defined in the WFHMI Side Letter), as the case may be, if the successor is the Back-Up Servicer or (y) the Servicing Fee, assuming for this purpose that the Servicing Fee Rate is 0.50% per annum, for any other successor. To the extent that the compensation of any successor to a Servicer is calculated using a rate exceeding the then-current rate used to calculate the Ocwen Servicing Fee (as defined in the Ocwen Side Letter) or the WFHMI Servicing Fee (as defined in the WFHMI Side Letter), as the case may be, each Holder of a Class A-IO-S Certificate hereby agrees to a decrease in the Excess Servicing Fee Rate in an amount equal to such excess. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. (b) In connection with the appointment of a successor Servicer or the assumption of the duties of the Servicer, as specified in Section 8.05(a), the Trustee may make such arrangements for the compensation of such successor out of payments on Mortgage Loans serviced by the predecessor Servicer as it and such successor shall agree; provided, however, that any Person assuming the duties of the Servicer shall pay to such predecessor an amount equal to the market value of the portion of the Servicing Fee that will accrue in the future due to the Servicing Fee Rate exceeding 0.25% per annum with respect to any Mortgage Loan. The "market value" of such portion of the Servicing Fee shall be determined by Bank of America, N.A., on the basis of at least two quotations from third parties actively engaged in the servicing of single-family mortgage loans. If the successor Servicer does not agree that such market value is a fair price, such successor shall obtain two quotations of market value from third parties actively engaged in the servicing of single-family mortgage loans. The market value of the excess portion of the Servicing Fee will then be equal to the average of (i) the lowest figure obtained by Bank of America, N.A., and (ii) the highest figure obtained by the successor Servicer. Payment of the amount calculated above shall be made to Bank of America, N.A., by the successor Servicer no later than the last Business Day of the month in which such successor Servicer becomes entitled to receive the Servicing Fee under this Agreement. In no event will any portion of the Trust Estate be used to pay amounts due to Bank of America, N.A. under this Section 8.05(b). (c) Any successor, including Neither the Trustee, the Back-Up Servicer nor any other successor servicer shall be deemed to be in default by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the failure of the terminated Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. Any successor to a Servicer or shall give notice to the Mortgagors of such change of servicer. Any successor to a Servicer as servicer shall shall, during the term of its service as servicer a Servicer maintain in force (i) a the policy or policies of insurance covering errors the type that such Servicer is required to maintain pursuant to this Agreement. In connection with the termination or resignation of a Servicer hereunder, either (i) the successor Servicer, including the Trustee if the Trustee is acting as successor Servicer, shall represent and omissions warrant that it is a member of MERS in good standing and shall agree to comply in all material respects with the performance rules and procedures of its obligations as servicer hereunder and MERS in connection with the servicing of the Mortgage Loans that are registered with MERS, or (ii) a fidelity bond the predecessor Servicer, at its sole expense, shall cooperate with the successor Servicer either (x) in respect causing MERS to execute and deliver an Assignment of its officers, employees and agents Mortgage in recordable form to transfer the Mortgage from MERS to the same extent Trustee and to execute and deliver such other notices, documents and other instruments as may be necessary or desirable to effect a transfer of such Mortgage Loan or servicing of such Mortgage Loan on the MERS® System to the successor Servicer or (y) in causing MERS to designate on the MERS® System the successor Servicer as the servicer of such Mortgage Loan (at the cost and expense of the successor Servicer is so required pursuant to Section 3.03the extent such costs relate to the qualification of such successor Servicer as a member of MERS, otherwise at the cost and expense of the predecessor Servicer). The predecessor Servicer shall file or cause to be filed any such assignment in the appropriate recording office. The successor Servicer shall cause such assignment to be delivered to the Trustee promptly upon receipt of the original with evidence of recording thereon or a copy certified by the public recording office in which such assignment was recorded.

Trustee to Act; Appointment of Successor. (a) On and after Upon the time receipt by the Master Servicer receives of a notice of termination pursuant to Section 8.018.01 or an Opinion of Independent Counsel pursuant to Section 7.05 to the effect that the Master Servicer is legally unable to act or to delegate its duties to a Person which is legally able to act, the Trustee shall be automatically become the successor in all respects to the Master Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall thereafter have all the rights and powers of, and be subject to all the responsibilities, duties duties, liabilities and limitations on liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof or shall appoint a successor (including the requirement to make Monthly Advances pursuant to Section 3.07. Notwithstanding anything provided herein 6.06); provided, however, that the Trustee shall have no obligation whatsoever with respect to any liability (other than advances deemed recoverable and not previously made) incurred by the Master Servicer at or prior to the contrary, under no circumstances shall any provision time of this Agreement be construed to require the Trustee, acting in its capacity as successor to the Servicer in its obligation to make Advances, to advance, expend or risk its own funds or otherwise incur any financial liability in the performance of its duties hereunder if it shall have reasonable grounds for believing that such funds are non-recoverabletermination. Subject to Section 8.05(b), as As compensation therefor, the Trustee shall be entitled to such compensation as which the terminated Master Servicer would have been entitled to hereunder retain if no such notice of termination the Master Servicer had been givencontinued to act hereunder, except for those amounts due the Master Servicer as reimbursement permitted under this Agreement for advances previously made or expenses previously incurred. Notwithstanding the above, the Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, appoint, appoint or petition a court of competent jurisdiction to appoint, any established housing and home finance institution which is a F▇▇▇▇▇ M▇▇- or F▇▇▇▇▇▇ Mac-approved servicer, and with respect to a successor to the Master Servicer only, having a net worth of not less than $10,000,000 10,000,000, as the successor to the terminated 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 (i) any such institution appointed as successor Servicer the Trustee shall not, as evidenced in writing by obtain a letter from each Rating AgencyAgency that the ratings, adversely affect if any, on each of the then current rating Certificates will not be lowered as a result of any Class the selection of Certificates immediately prior the successor to the termination of the terminated Master Servicer. The appointment of a successor Servicer shall not affect any liability of the predecessor Servicer which may have arisen under this Agreement prior to its termination as Servicer, nor shall any successor Servicer be liable for any acts or omissions of the predecessor Servicer or for any breach by the Servicer of any of its representations or warranties contained herein or in any related document or agreement. Pending appointment of a successor to the terminated Master Servicer hereunder, unless the Trustee is prohibited by law from so acting, the Trustee shall act in such capacity as provided abovehereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on the Mortgage Loans as it and such successor shall agree; provided, however, that the provisions of Section 7.06 shall apply, the compensation shall not be in excess of that which the Master Servicer would have been entitled to if the Master Servicer had continued to act hereunder, and that such successor shall undertake and assume the obligations of the Master Servicer to pay compensation to any third Person acting as an agent or independent contractor in the performance of master servicing responsibilities hereunder. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. (b) In connection with If the appointment of a successor Servicer or the assumption of the Trustee shall succeed to any duties of the ServicerMaster Servicer respecting the Mortgage Loans as provided herein, it shall do so in a separate capacity and not in its capacity as specified in Section 8.05(a)Trustee and, accordingly, the Trustee may make such arrangements for the compensation provisions of such successor out of payments on Mortgage Loans serviced by the predecessor Servicer as it and such successor Article IX shall agree; provided, however, that any Person assuming the duties of the Servicer shall pay to such predecessor an amount equal be inapplicable to the market value of Trustee in its duties as the portion of the Servicing Fee that will accrue in the future due successor to the Servicing Fee Rate exceeding 0.25% per annum with respect to any Mortgage Loan. The "market value" of such portion of the Servicing Fee shall be determined by Bank of America, N.A., on the basis of at least two quotations from third parties actively engaged Master Servicer in the servicing of single-family mortgage loans. If the successor Servicer does not agree that Mortgage Loans (although such market value is a fair price, such successor provisions shall obtain two quotations of market value from third parties actively engaged in the servicing of single-family mortgage loans. The market value of the excess portion of the Servicing Fee will then be equal continue to apply to the average Trustee in its capacity as Trustee); the provisions of (i) the lowest figure obtained by Bank of AmericaArticle VII, N.A.however, and (ii) the highest figure obtained by the shall apply to it in its capacity as successor Servicer. Payment of the amount calculated above shall be made to Bank of America, N.A., by the successor Servicer no later than the last Business Day of the month in which such successor Servicer becomes entitled to receive the Servicing Fee under this Agreement. In no event will any portion of the Trust Estate be used to pay amounts due to Bank of America, N.A. under this Section 8.05(b)master servicer. (c) Any successor, including the Trustee, to the Servicer as servicer shall during the term of its service as servicer maintain in force (i) a policy or policies of insurance covering errors and omissions in the performance of its obligations as servicer hereunder and (ii) a fidelity bond in respect of its officers, employees and agents to the same extent as the Servicer is so required pursuant to Section 3.03.

Trustee to Act; Appointment of Successor. (a) On and after the time a Master Servicer or a Special Servicer resigns pursuant to Section 6.04(a) (and a successor Master Servicer or Special Servicer, as applicable, has not been appointed by the resigning Master Servicer or Special Servicer, as applicable, under Section 6.04), or receives a notice of termination pursuant to Section 8.017.01, the Trustee shall be the successor in all respects to that Master Servicer or that Special Servicer, as the Servicer case may be, in its capacity as servicer such under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto and arising thereafter placed on such Master Servicer or such Special Servicer, as the Servicer case may be, by the terms and provisions hereof hereof, including, if the Master Servicer is the resigning or shall appoint a successor pursuant to Section 3.07. Notwithstanding anything provided herein to terminated party, the contrary, under no circumstances shall any provision of this Agreement be construed to require the Trustee, acting in its capacity as successor to the Servicer in its applicable Master Servicer’s obligation to make Advances; provided, that (i) any failure to perform such duties or responsibilities caused by the failure of a Master Servicer or a Special Servicer, as the case may be, to advance, expend cooperate or risk its own funds to provide information or otherwise incur any financial liability monies as required by Section 7.01 shall not be considered a default by the Trustee hereunder and (ii) in the performance case of its duties hereunder a terminated Master Servicer, the Trustee shall cease to act as successor Master Servicer if it shall have reasonable grounds for believing that such funds are non-recoverable. Subject an alternative successor is appointed pursuant to Section 8.05(b7.01(c), as . Neither the Trustee nor any other successor shall be liable for any of the representations and warranties of the resigning or terminated party or for any losses incurred by the resigning or terminated party pursuant to Section 3.06 hereunder nor shall the Trustee or any other successor be required to purchase any Mortgage Loan hereunder. As compensation therefor, the Trustee shall be entitled to such all fees and other compensation as which the resigning or terminated Servicer party would have been entitled to hereunder for future services rendered if no such notice of termination the resigning or terminated party had been givencontinued to act hereunder. Notwithstanding the above, if it is unwilling to so act, the Trustee may, if it shall be unwilling so to act, or shallmay (and, if it is legally unable to so to act, or if the Trustee is not approved as an acceptable master servicer or special servicer, as the case may be, by each Rating Agency, or if the Holders of Certificates entitled to a majority of all the Voting Rights (determined without notionally reducing the Class Principal Balances of the Certificates by any Appraisal Reduction Amounts) (or, alternatively, if a Servicer Termination Event on the part of the Special Servicer has occurred during a Subordinate Control Period, the Subordinate Class Representative) so requests in writing, the Trustee shall), promptly appoint, or petition a court of competent jurisdiction to appoint, any established housing and home finance qualified institution having a net worth of not less than $10,000,000 as the successor to the resigning or terminated Master Servicer or Special Servicer, as the case may be, hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of such Master Servicer or such Special Servicer, as the Servicer case may be, hereunder; provided, however, that (i) any such institution appointed as successor Servicer shall not, as evidenced in writing by appointment is the subject of a Rating Agency Confirmation from each Rating Agency (and, if applicable, each Pari Passu Companion Rating Agency, adversely affect ); and (ii) if such successor (in the then current rating of any Class of Certificates immediately prior to the termination of the terminated Servicer. The appointment case of a successor to the resigning or terminated Master Servicer) does not have the Master Servicer rating from Fitch that is “CMS2” or above, such successor is reasonably acceptable to the Subordinate Class Representative and, if such successor has a master servicer rating from Fitch that is “CMS2” or above, the Subordinate Class Representative shall have been consulted with respect to the identity of (although it need not affect any liability of the predecessor Servicer which may have arisen under this Agreement prior to its termination as Servicer, nor shall any successor Servicer be liable for any acts or omissions of the predecessor Servicer or for any breach by the Servicer of any of its representations or warranties contained herein or in any related document or agreementapproved) such successor. Pending No appointment of a successor to a Master Servicer or a Special Servicer hereunder shall be effective until the terminated Servicer assumption by such successor of all its responsibilities, duties and liabilities hereunder, unless the Trustee is prohibited by law from so actingand pending such appointment and assumption, the Trustee shall act in such capacity as provided abovehereinabove provided. The In connection with any such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on the Mortgage Loans or otherwise as it and such successor shall agree; provided, that no such compensation shall be in excess of that permitted the resigning or terminated party hereunder. The Depositor, the Trustee, such successor and each other party hereto shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. (b) In connection with the appointment of a successor Servicer or the assumption of the duties of the Servicer, as specified in Section 8.05(a), . If the Trustee may make such arrangements for the compensation of such or an Affiliate acts pursuant to this Section 7.02 as successor out of payments on Mortgage Loans serviced by the predecessor Servicer as it and such successor shall agree; provided, however, that any Person assuming the duties of the Servicer shall pay to such predecessor an amount equal to the market value of resigning or terminated Master Servicer and if the portion of the Servicing Fee that will accrue in the future due to the Excess Servicing Fee Rate exceeding 0.25% is a rate per annum with respect to any Mortgage Loan. The "market value" of such portion of that is greater than zero (0) basis points, it may reduce the Excess Servicing Fee shall Rate to the extent that the Trustee’s or such Affiliate’s compensation as successor Master Servicer would otherwise be determined by Bank of America, N.A., on below the basis of at least two quotations from third parties actively engaged in the market rate servicing of single-family mortgage loanscompensation. If the Trustee elects to appoint a successor to the resigning or terminated Master Servicer does not agree that such market value is a fair priceother than itself or an Affiliate pursuant to this Section 7.02, such successor shall obtain two quotations of market value from third parties actively engaged it may reduce the Excess Servicing Fee Rate to the extent reasonably necessary (in the servicing of single-family mortgage loans. The market value sole discretion of the excess portion Trustee) for the Trustee to appoint a qualified successor Master Servicer that meets the requirements of the Servicing Fee will then be equal to the average of (i) the lowest figure obtained by Bank of America, N.A., and (ii) the highest figure obtained by the successor Servicer. Payment of the amount calculated above shall be made to Bank of America, N.A., by the successor Servicer no later than the last Business Day of the month in which such successor Servicer becomes entitled to receive the Servicing Fee under this Agreement. In no event will any portion of the Trust Estate be used to pay amounts due to Bank of America, N.A. under this Section 8.05(b)7.02. (c) Any successor, including the Trustee, to the Servicer as servicer shall during the term of its service as servicer maintain in force (i) a policy or policies of insurance covering errors and omissions in the performance of its obligations as servicer hereunder and (ii) a fidelity bond in respect of its officers, employees and agents to the same extent as the Servicer is so required pursuant to Section 3.03.

Trustee to Act; Appointment of Successor. (a) On and after the time the Master Servicer or the Special Servicer resigns pursuant to Section 6.04(a) (and a successor Master Servicer or Special Servicer, as applicable, has not been appointed by the resigning Master Servicer or Special Servicer, as applicable, under Section 6.04), or receives a notice of termination pursuant to Section 8.017.01, 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 servicer such under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto and arising thereafter placed on the Master Servicer or the Special Servicer, as the case may be, by the terms and provisions hereof hereof, including, if the Master Servicer is the resigning or shall appoint a successor pursuant to Section 3.07. Notwithstanding anything provided herein to terminated party, the contrary, under no circumstances shall any provision of this Agreement be construed to require the Trustee, acting in its capacity as successor to the Servicer in its Master Servicer’s obligation to make Advances; provided, however, that (i) any failure to perform such duties or responsibilities caused by the failure of the Master Servicer or the Special Servicer, as the case may be, to advance, expend cooperate or risk its own funds to provide information or otherwise incur any financial liability monies as required by Section 7.01 shall not be considered a default by the Trustee hereunder and (ii) in the performance case of its duties hereunder a terminated Master Servicer, the Trustee shall cease to act as successor Master Servicer if it shall have reasonable grounds for believing that such funds are non-recoverable. Subject an alternative successor is appointed pursuant to Section 8.05(b7.01(c), as . Neither the Trustee nor any other successor shall be liable for any of the representations and warranties of the resigning or terminated party or for any losses incurred by the resigning or terminated party pursuant to Section 3.06 hereunder nor shall the Trustee or any other successor be required to purchase any Mortgage Loan hereunder. As compensation therefor, the Trustee shall be entitled to such all fees and other compensation as which the resigning or terminated Servicer party would have been entitled to hereunder for future services rendered if no such notice of termination the resigning or terminated party had been givencontinued to act hereunder. Notwithstanding the above, if it is unwilling to so act, the Trustee may, if it shall be unwilling so to act, or shallmay (and, if it is legally unable to so to act, or if the Trustee is not approved as an acceptable master servicer or special servicer, as the case may be, by each Rating Agency, or if the Holders of Certificates entitled to a majority of all the Voting Rights (determined without notionally reducing the Class Principal Balances of the Certificates by any Appraisal Reduction Amounts) (or, alternatively, if an Servicer Termination Event on the part of the Special Servicer has occurred during a Subordinate Control Period, the Subordinate Class Representative) so requests in writing, the Trustee shall), promptly appoint, or petition a court of competent jurisdiction to appoint, any established housing and home finance qualified institution having a net worth of not less than $10,000,000 as the successor to the resigning or terminated Master Servicer or Special Servicer, as the case may be, hereunder 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 (i) any such institution appointed as successor Servicer shall not, as evidenced in writing by appointment is the subject of a Rating Agency Confirmation from each Rating Agency (and, if applicable, each Companion Rating Agency, adversely affect ); and (ii) if such successor (in the then current rating of any Class of Certificates immediately prior to the termination of the terminated Servicer. The appointment case of a successor to the resigning or terminated Master Servicer) does not have the Master Servicer rating from Fitch that is “CMS2” or above, such successor is reasonably acceptable to the Subordinate Class Representative and, if such successor has a master servicer rating from Fitch that is “CMS2” or above, the Subordinate Class Representative shall have been consulted with respect to the identity of (although it need not affect any liability of the predecessor Servicer which may have arisen under this Agreement prior to its termination as Servicer, nor shall any successor Servicer be liable for any acts or omissions of the predecessor Servicer or for any breach by the Servicer of any of its representations or warranties contained herein or in any related document or agreementapproved) such successor. Pending No appointment of a successor to the terminated Master Servicer or the Special Servicer hereunder shall be effective until the assumption by such successor of all its responsibilities, duties and liabilities hereunder, unless the Trustee is prohibited by law from so actingand pending such appointment and assumption, the Trustee shall act in such capacity as provided abovehereinabove provided. The In connection with any such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on the Mortgage Loans 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, such successor and each other party hereto shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. (b) In connection with . If the appointment of a Trustee or an Affiliate acts pursuant to this Section 7.02 as successor Servicer to the resigning or the assumption of the duties of the terminated Master Servicer, as specified in Section 8.05(a), it may reduce the Trustee may make such arrangements for the compensation of such successor out of payments on Mortgage Loans serviced by the predecessor Servicer as it and such successor shall agree; provided, however, that any Person assuming the duties of the Servicer shall pay to such predecessor an amount equal to the market value of the portion of the Servicing Fee that will accrue in the future due to the Excess Servicing Fee Rate exceeding 0.25% per annum with respect to any Mortgage Loan. The "the extent that the Trustee’s or such Affiliate’s compensation as successor Master Servicer would otherwise be below the market value" of such portion of the Servicing Fee shall be determined by Bank of America, N.A., on the basis of at least two quotations from third parties actively engaged in the rate servicing of single-family mortgage loanscompensation. If the Trustee elects to appoint a successor to the resigning or terminated Master Servicer does not agree that such market value is a fair priceother than itself or an Affiliate pursuant to this Section 7.02, such successor shall obtain two quotations of market value from third parties actively engaged it may reduce the Excess Servicing Fee Rate to the extent reasonably necessary (in the servicing of single-family mortgage loans. The market value sole discretion of the excess portion Trustee) for the Trustee to appoint a qualified successor Master Servicer that meets the requirements of the Servicing Fee will then be equal to the average of (i) the lowest figure obtained by Bank of America, N.A., and (ii) the highest figure obtained by the successor Servicer. Payment of the amount calculated above shall be made to Bank of America, N.A., by the successor Servicer no later than the last Business Day of the month in which such successor Servicer becomes entitled to receive the Servicing Fee under this Agreement. In no event will any portion of the Trust Estate be used to pay amounts due to Bank of America, N.A. under this Section 8.05(b)7.02. (c) Any successor, including the Trustee, to the Servicer as servicer shall during the term of its service as servicer maintain in force (i) a policy or policies of insurance covering errors and omissions in the performance of its obligations as servicer hereunder and (ii) a fidelity bond in respect of its officers, employees and agents to the same extent as the Servicer is so required pursuant to Section 3.03.

Trustee to Act; Appointment of Successor. (a) On and after Upon the time receipt by the Master Servicer receives of a notice of termination pursuant to Section 8.018.01 or an Opinion of Independent Counsel pursuant to Section 7.05 to the effect that the Master Servicer is legally unable to act or to delegate its duties to a Person which is legally able to act, the Trustee shall be automatically become the successor in all respects to the Master Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall thereafter be subject to all the responsibilities, duties duties, liabilities and limitations on liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof hereof; provided, however, that EMC shall have the right to either (a) immediately assume the duties of the Master Servicer or shall appoint (b) select a successor pursuant Master Servicer; provided further, however, that the Trustee shall have no obligation whatsoever with respect to any liability (other than advances deemed recoverable and not previously made) incurred by the Master Servicer at or prior to the time of termination. As compensation therefor, but subject to Section 3.07. Notwithstanding anything provided herein to the contrary, under no circumstances shall any provision of this Agreement be construed to require the Trustee, acting in its capacity as successor to the Servicer in its obligation to make Advances, to advance, expend or risk its own funds or otherwise incur any financial liability in the performance of its duties hereunder if it shall have reasonable grounds for believing that such funds are non-recoverable. Subject to Section 8.05(b), as compensation therefor7.06, the Trustee shall be entitled to such compensation as all funds relating to the terminated Mortgage Loans which the Master Servicer would have been entitled to hereunder retain if no such notice of termination the Master Servicer had been givencontinued to act hereunder, except for those amounts due the Master Servicer as reimbursement permitted under this Agreement for advances previously made or expenses previously incurred. Notwithstanding the above, the Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, appoint, appoint or petition a court of competent jurisdiction to appoint, any established housing and home finance institution which is a Fannie Mae- or Fred▇▇▇ ▇▇c-▇▇prove▇ ▇▇▇▇▇cer, and with respect to a successor to the Master Servicer only, having a net worth of not less than $10,000,000 10,000,000, as the successor to the terminated 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 (i) any such institution appointed as successor Servicer the Trustee shall not, as evidenced in writing by obtain a letter from each Rating AgencyAgency that the ratings, adversely affect if any, on each of the then current rating Certificates will not be lowered as a result of any Class the selection of Certificates immediately prior the successor to the termination of the terminated Master Servicer. The appointment of a successor Servicer shall not affect any liability of the predecessor Servicer which may have arisen under this Agreement prior to its termination as Servicer, nor shall any successor Servicer be liable for any acts or omissions of the predecessor Servicer or for any breach by the Servicer of any of its representations or warranties contained herein or in any related document or agreement. Pending appointment of a successor to the terminated Master Servicer hereunder, unless the Trustee is prohibited by law from so acting, the Trustee shall act in such capacity as provided abovehereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on the Mortgage Loans as it and such successor shall agree; provided, however, that the provisions of Section 7.06 shall apply, no such compensation shall be in excess of that permitted the Trustee under this Subsection 8.02(a), and that such successor shall undertake and assume the obligations of the Trustee to pay compensation to any third Person acting as an agent or independent contractor in the performance of master servicing responsibilities hereunder. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. (b) In connection with If the appointment of a successor Servicer or the assumption of the Trustee shall succeed to any duties of the ServicerMaster Servicer respecting the Mortgage Loans as provided herein, it shall do so in a separate capacity and not in its capacity as specified in Section 8.05(a)Trustee and, accordingly, the Trustee may make such arrangements for the compensation provisions of such successor out of payments on Mortgage Loans serviced by the predecessor Servicer as it and such successor Article IX shall agree; provided, however, that any Person assuming the duties of the Servicer shall pay to such predecessor an amount equal be inapplicable to the market value of Trustee in its duties as the portion of the Servicing Fee that will accrue in the future due successor to the Servicing Fee Rate exceeding 0.25% per annum with respect to any Mortgage Loan. The "market value" of such portion of the Servicing Fee shall be determined by Bank of America, N.A., on the basis of at least two quotations from third parties actively engaged Master Servicer in the servicing of single-family mortgage loans. If the successor Servicer does not agree that Mortgage Loans (although such market value is a fair price, such successor provisions shall obtain two quotations of market value from third parties actively engaged in the servicing of single-family mortgage loans. The market value of the excess portion of the Servicing Fee will then be equal continue to apply to the average Trustee in its capacity as Trustee); the provisions of (i) the lowest figure obtained by Bank of AmericaArticle VII, N.A.however, and (ii) the highest figure obtained by the shall apply to it in its capacity as successor Servicer. Payment of the amount calculated above shall be made to Bank of America, N.A., by the successor Servicer no later than the last Business Day of the month in which such successor Servicer becomes entitled to receive the Servicing Fee under this Agreement. In no event will any portion of the Trust Estate be used to pay amounts due to Bank of America, N.A. under this Section 8.05(b)master servicer. (c) Any successor, including the Trustee, to the Servicer as servicer shall during the term of its service as servicer maintain in force (i) a policy or policies of insurance covering errors and omissions in the performance of its obligations as servicer hereunder and (ii) a fidelity bond in respect of its officers, employees and agents to the same extent as the Servicer is so required pursuant to Section 3.03.

Trustee to Act; Appointment of Successor. (a) On and after the time the Master Servicer, the Special Servicer or the REMIC Administrator resigns pursuant to clause (ii) of the first sentence of Section 6.04 or receives a notice of termination pursuant to Section 8.017.01, the Trustee shall be the successor in all respects to the Master Servicer, the Special Servicer or (unless it has also been acting as such) the REMIC Administrator, as the case may be, in its capacity as servicer such under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto and arising thereafter placed on the Master Servicer, the Special Servicer or the REMIC Administrator, as the case may be, by the terms and provisions hereof hereof, including, without limitation, if the Master Servicer is the resigning or terminated party, the Master Servicer's obligation to make P&I Advances; provided that any failure to perform such duties or responsibilities caused by the Master Servicer's, the Special Servicer's or the REMIC Administrator's, as the case may be, failure to cooperate or to provide information or monies required by Section 7.01 shall appoint not be considered a default by the Trustee hereunder. Neither the Trustee nor any other successor shall be liable for any of the representations and warranties of the resigning or terminated party or for any losses incurred by the resigning or terminated party pursuant to Section 3.073.06 hereunder nor shall the Trustee nor any other successor be required to purchase any Mortgage Loan hereunder. Notwithstanding anything provided herein to the contrary, under no circumstances shall any provision of this Agreement be construed to require the Trustee, acting in its capacity as successor to the Servicer in its obligation to make Advances, to advance, expend or risk its own funds or otherwise incur any financial liability in the performance of its duties hereunder if it shall have reasonable grounds for believing that such funds are non-recoverable. Subject to Section 8.05(b), as As compensation therefor, the Trustee shall be entitled to such compensation as all fees and other compensation, (subject to Section 3.11) which the resigning or terminated Servicer party would have been entitled to hereunder for future services rendered if no such notice of termination the resigning or terminated party had been givencontinued to act hereunder. Notwithstanding the above, the Trustee may, if it shall be unwilling to so to act, or shall, if it is legally unable to so to act, or is not approved by each and every Rating Agency as an acceptable master servicer or special servicer, as the case may be, of commercial mortgage loans, or if the Holders of Certificates entitled to at least 51% of the Voting Rights so request in writing to the Trustee, or if the REMIC Administrator is the resigning or terminated party and the Trustee had been acting in such capacity, promptly appoint, or petition a court of competent jurisdiction to appoint, any established housing and home finance qualified institution having a net worth of not less than $10,000,000 as the successor to the terminated Master Servicer, the Special Servicer or the REMIC Administrator, as the case may be, hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer, the Special Servicer or the REMIC Administrator, as the case may be, hereunder; providedprovided that such appointment does not result in the downgrading, however, that (i) qualification or withdrawal of any such institution appointed as successor Servicer shall not, as evidenced in writing rating then assigned by each any Rating Agency, adversely affect the then current rating of Agency to any Class of Certificates immediately prior to the termination of the terminated Servicer(as evidenced by written confirmation thereof from each Rating Agency). The No appointment of a successor to the Master Servicer, the Special Servicer or the REMIC Administrator hereunder shall not affect any liability be effective until the assumption of the predecessor Servicer which may have arisen under this Agreement prior successor to such party of all its termination as Servicerresponsibilities, nor shall any successor Servicer be liable for any acts or omissions of the predecessor Servicer or for any breach by the Servicer of any of its representations or warranties contained herein or in any related document or agreementduties and liabilities hereunder. Pending appointment of a successor to the terminated Master Servicer, the Special Servicer or the REMIC Administrator hereunder, unless the Trustee is prohibited by law from so acting, the Trustee shall act in such capacity as provided abovehereinabove provided. The Subject to Section 3.11 and 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 or in respect of the Mortgage Loans 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, such successor and each other party hereto shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. (b) In connection . Any costs and expenses associated with the appointment of a successor Servicer or the assumption transfer of the duties foregoing functions under this Agreement (other than the set-up costs of the Servicer, as specified in Section 8.05(a), the Trustee may make such arrangements for the compensation of such successor out of payments on Mortgage Loans serviced successor) shall be borne by the predecessor Master Servicer, Special Servicer or REMIC Administrator, as it applicable, and, if not paid by such predecessor Master Servicer, Special Servicer or REMIC Administrator within thirty days of its receipt of an invoice therefor, shall be an expense of the Trust; provided that such predecessor Master Servicer, Special Servicer or REMIC Administrator shall reimburse the Trust for any such expense so incurred by the Trust; and such successor shall agree; provided, howeverfurther, that any Person assuming the duties Trustee shall decide whether and to what extent it is in the best interest of the Servicer shall pay Certificateholders to pursue any remedy against any party obligated to make such predecessor an amount equal to the market value of the portion of the Servicing Fee that will accrue in the future due to the Servicing Fee Rate exceeding 0.25% per annum with respect to any Mortgage Loan. The "market value" of such portion of the Servicing Fee shall be determined by Bank of America, N.A., on the basis of at least two quotations from third parties actively engaged in the servicing of single-family mortgage loans. If the successor Servicer does not agree that such market value is a fair price, such successor shall obtain two quotations of market value from third parties actively engaged in the servicing of single-family mortgage loans. The market value of the excess portion of the Servicing Fee will then be equal to the average of (i) the lowest figure obtained by Bank of America, N.A., and (ii) the highest figure obtained by the successor Servicer. Payment of the amount calculated above shall be made to Bank of America, N.A., by the successor Servicer no later than the last Business Day of the month in which such successor Servicer becomes entitled to receive the Servicing Fee under this Agreement. In no event will any portion of the Trust Estate be used to pay amounts due to Bank of America, N.A. under this Section 8.05(b)reimbursement. (c) Any successor, including the Trustee, to the Servicer as servicer shall during the term of its service as servicer maintain in force (i) a policy or policies of insurance covering errors and omissions in the performance of its obligations as servicer hereunder and (ii) a fidelity bond in respect of its officers, employees and agents to the same extent as the Servicer is so required pursuant to Section 3.03.

Trustee to Act; Appointment of Successor. (a) On and after the time the Servicer resigns pursuant to Section 6.04(i) or receives a notice of termination pursuant to Section 8.017.01, the Trustee shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof or shall appoint a successor hereof; provided, however, that the responsibilities and duties of HSBC Finance as Servicer with respect to the purchase of the Home Equity Loans pursuant to Sections 2.02, 2.04(c) and 3.01 and the indemnification obligation pursuant to Section 3.072.04(d) shall not terminate. Notwithstanding anything provided herein to the contrary, under no circumstances shall any provision of this Agreement be construed to require the Trustee, acting in its capacity as successor to the Servicer in its obligation to make Advances, to advance, expend or risk its own funds or otherwise incur any financial liability in the performance of its duties hereunder if it shall have reasonable grounds for believing that such funds are non-recoverable. Subject to Section 8.05(b), as As compensation therefor, the Trustee shall be entitled to such compensation as the terminated Servicer would have been entitled to hereunder if no such notice of termination had been given. Notwithstanding the above, (i) if the Trustee may, if it shall be is unwilling so to actact as successor Servicer, or shall, (ii) if it the Trustee is legally unable so to act, the Trustee may (in the situation described in clause (i)) or shall (in the situation described in clause (ii)) appoint, or petition a court of competent jurisdiction to appoint, any established housing and home finance institution or other mortgage loan or home equity loan servicer having all licenses and permits required in order to perform its obligations hereunder and a net worth of not less than $10,000,000 50,000,000 as the successor to the terminated Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder; provided that the appointment of any such successor Servicer will not result in the qualification, reduction or withdrawal of the then-current ratings assigned to any class of the Offered Certificates by the Rating Agencies, as evidenced by a writing to such effect delivered to the Trustee and the Administrator and any successor servicer appointed hereunder shall be reasonably acceptable to the Depositor. Pending appointment of a successor to the Servicer hereunder, unless the Trustee is prohibited by law from so acting, the Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, howeverthe successor shall be entitled to receive compensation out of payments on Home Equity Loans in an amount equal to the compensation which the Servicer would otherwise have received pursuant to Section 3.09 (or such lesser compensation as the Trustee and such successor shall agree). The Trustee and such successor shall take such action, that consistent with this Agreement, as shall be necessary to effectuate any such succession. All costs incurred in transferring the servicing to a successor servicer shall be paid by the Servicer. (b) Any successor, including the Trustee, to the Servicer as servicer shall during the term of its service as servicer (i) any such institution appointed continue to service and administer the Home Equity Loans for the benefit of Certificateholders and (ii) maintain in force a policy or policies of insurance covering errors and omissions in the performance of its obligations as successor Servicer shall nothereunder and a fidelity bond in respect of its officers, as evidenced in writing by each Rating Agency, adversely affect the then current rating of any Class of Certificates immediately prior employees and agents to the termination of same extent as the terminated ServicerServicer is so required pursuant to Section 3.12. The appointment of a successor Servicer shall not affect any liability of the predecessor Servicer which may have arisen under this Agreement prior to its termination as ServicerServicer (including, without limitation, any deductible under an insurance policy pursuant to Section 3.04), nor shall any successor Servicer be liable for any acts or omissions of the predecessor Servicer or for any breach by such Servicer or the Servicer Depositor of any of its their representations or warranties contained herein or in any related document or agreement. Pending appointment of a successor to the terminated Servicer hereunder, unless the Trustee is prohibited by law from so acting, the Trustee shall act in such capacity as provided above. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. (bc) In connection with the appointment of a successor Servicer termination or the assumption of the duties of the Servicer, as specified in Section 8.05(a), the Trustee may make such arrangements for the compensation of such successor out of payments on Mortgage Loans serviced by the predecessor Servicer as it and such successor shall agree; provided, however, that any Person assuming the duties resignation of the Servicer shall pay to such predecessor an amount equal to the market value of the portion of the Servicing Fee that will accrue in the future due to the Servicing Fee Rate exceeding 0.25% per annum with respect to any Mortgage Loan. The "market value" of such portion of the Servicing Fee shall be determined by Bank of Americahereunder, N.A., on the basis of at least two quotations from third parties actively engaged in the servicing of single-family mortgage loans. If the successor Servicer does not agree that such market value is a fair price, such successor shall obtain two quotations of market value from third parties actively engaged in the servicing of single-family mortgage loans. The market value of the excess portion of the Servicing Fee will then be equal to the average of either (i) the lowest figure obtained by Bank successor Servicer, including the Trustee if the Trustee is acting as successor Servicer, shall represent and warrant that it is a member of AmericaMERS in good standing and shall agree to comply in all material respects with the rules and procedures of MERS in connection with the servicing of the Home Equity Loans that are registered with MERS, N.A.in which case the predecessor Servicer shall cooperate with the successor Servicer in causing MERS to revise its records to reflect the transfer of servicing to the successor Servicer as necessary under MERS’ rules and regulations, and or (ii) the highest figure obtained by predecessor Servicer shall cooperate with the successor Servicer in causing MERS to execute and deliver an Assignment of Mortgage in recordable form to transfer the Mortgages from MERS to the Trustee, on behalf of the Trust, and to execute and deliver such other notices, documents and other instruments as may be necessary or desirable to effect a transfer of such Home Equity Loan or servicing of such Home Equity Loan on the MERS® System to the successor Servicer. Payment The predecessor Servicer shall file or cause to be filed any such assignment in the appropriate recording office. The predecessor Servicer shall bear any and all fees of MERS, costs of preparing any Assignments of Mortgage, and fees and costs of filing any assignments of Mortgage that may be required under this subsection (c). The successor Servicer shall cause such assignment to be delivered to the Trustee promptly upon receipt of the amount calculated above shall be made to Bank original with evidence of America, N.A., recording thereon or a copy certified by the successor Servicer no later than the last Business Day of the month public recording office in which such Assignment of Mortgage was recorded. (d) In the event that the Servicer is terminated pursuant to Section 7.01 hereof, any successor to the Servicer becomes entitled to receive the Servicing Fee as servicer under this Agreement. In no event will any portion of the Trust Estate be used to pay amounts due to Bank of America, N.A. under this Section 8.05(b). (c) Any successor, including the Trustee, shall provide to the Servicer as servicer shall during the term of its service as servicer maintain Depositor, in force (i) a policy or policies of insurance covering errors written form and omissions in the performance of its obligations as servicer hereunder and (ii) a fidelity bond in respect of its officers, employees and agents substance reasonably satisfactory to the same extent as Depositor, all information reasonably requested by the Servicer is so required pursuant Depositor in order for the Depositor to Section 3.03comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a successor servicer.

Trustee to Act; Appointment of Successor. (a) On and after the time the Master Servicer or the Special Servicer resigns pursuant to the first paragraph of Section 5.04 or receives a notice of termination pursuant to Section 8.016.01, 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 servicer such under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto and arising thereafter placed on the Master Servicer or the Special Servicer, as the case may be, by the terms and provisions hereof hereof, including, without limitation, if the Master Servicer is the resigning or terminated party, the Master Servicer's obligation to make P&I Advances; provided that any failure to perform such duties or responsibilities caused by the Master Servicer's or the Special Servicer's, as the case may be, failure to cooperate or to provide information or monies required by Section 6.01 shall appoint not be considered a default by the Trustee hereunder. Neither the Trustee nor any other successor shall be liable for any of the representations and warranties of the resigning or terminated party or for any losses incurred by the resigning or terminated party pursuant to Section 3.073.06 hereunder nor shall the Trustee nor any other successor be required to purchase any Mortgage Loan hereunder. Notwithstanding anything provided herein to the contrary, under no circumstances shall any provision of this Agreement be construed to require the Trustee, acting in its capacity as successor to the Servicer in its obligation to make Advances, to advance, expend or risk its own funds or otherwise incur any financial liability in the performance of its duties hereunder if it shall have reasonable grounds for believing that such funds are non-recoverable. Subject to Section 8.05(b), as As compensation therefor, the Trustee shall be entitled to such all fees and other compensation as which the resigning or terminated Servicer party would have been entitled to hereunder for future services rendered if no such notice of termination the resigning or terminated party had been givencontinued to act hereunder. Notwithstanding the above, the Trustee may, if it shall be unwilling to so to act, or shall, if it is legally unable so unable, or is not approved as a successor master servicer or special servicer, as the case may be, by each Rating Agency, or if the Holders of Bonds entitled to actat least 51% of the Voting Rights shall request in writing to the Trustee, promptly appoint, or petition a court of competent jurisdiction to appoint, any established housing and home finance qualified institution having a net worth of not less than $10,000,000 as the successor to the terminated Master Servicer or the Special Servicer, as the case may be, hereunder 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; providedprovided that such appointment does not result in the downgrading, however, that withdrawal or qualification of any rating then assigned by either Rating Agency to any Class of Bonds (i) any such institution appointed as successor Servicer shall not, as evidenced in writing by written confirmation to such effect from each Rating Agency, adversely affect the then current rating of any Class of Certificates immediately prior to the termination of the terminated Servicer). The appointment of a successor Servicer shall not affect any liability of the predecessor Servicer which may have arisen under this Agreement prior to its termination as Servicer, nor shall any successor Servicer be liable for any acts or omissions of the predecessor Servicer or for any breach by the Servicer of any of its representations or warranties contained herein or in any related document or agreement. Pending No appointment of a successor to the terminated Master Servicer or the Special Servicer hereunder shall be effective until the assumption of the successor to such party of all its responsibilities, duties and liabilities hereunder, unless the Trustee is prohibited by law from so actingand pending such appointment and assumption, the Trustee shall act in such capacity as provided abovehereinabove provided. The In connection with any such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on the Mortgage Loans 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 Owner Trustee, the Trustee, such successor and each other party hereto shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. (b) In connection with the appointment of a successor Servicer or the assumption of the duties of the Servicer, as specified in Section 8.05(a), the Trustee may make such arrangements for the compensation of such successor out of payments on Mortgage Loans serviced by the predecessor Servicer as it and such successor shall agree; provided, however, that any Person assuming the duties of the Servicer shall pay to such predecessor an amount equal to the market value of the portion of the Servicing Fee that will accrue in the future due to the Servicing Fee Rate exceeding 0.25% per annum with respect to any Mortgage Loan. The "market value" of such portion of the Servicing Fee shall be determined by Bank of America, N.A., on the basis of at least two quotations from third parties actively engaged in the servicing of single-family mortgage loans. If the successor Servicer does not agree that such market value is a fair price, such successor shall obtain two quotations of market value from third parties actively engaged in the servicing of single-family mortgage loans. The market value of the excess portion of the Servicing Fee will then be equal to the average of (i) the lowest figure obtained by Bank of America, N.A., and (ii) the highest figure obtained by the successor Servicer. Payment of the amount calculated above shall be made to Bank of America, N.A., by the successor Servicer no later than the last Business Day of the month in which such successor Servicer becomes entitled to receive the Servicing Fee under this Agreement. In no event will any portion of the Trust Estate be used to pay amounts due to Bank of America, N.A. under this Section 8.05(b). (c) Any successor, including the Trustee, to the Servicer as servicer shall during the term of its service as servicer maintain in force (i) a policy or policies of insurance covering errors and omissions in the performance of its obligations as servicer hereunder and (ii) a fidelity bond in respect of its officers, employees and agents to the same extent as the Servicer is so required pursuant to Section 3.03.

Trustee to Act; Appointment of Successor. (a) On and after the time the a Servicer receives a notice of termination pursuant to Section 8.01, the Trustee shall be the successor in all respects to the such Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the such Servicer by the terms and provisions hereof or shall appoint a successor pursuant to Section 3.07. Notwithstanding anything provided herein to the contrary, under no circumstances shall any provision of this Agreement be construed to require the Trustee, acting in its capacity as successor to the a Servicer in its obligation to make Advances, to advance, expend or risk its own funds or otherwise incur any financial liability in the performance of its duties hereunder if it shall have reasonable grounds for believing that such funds are non-recoverable. Subject to Section 8.05(b), as compensation therefor, the Trustee shall be entitled to such compensation as the terminated Servicer would have been entitled to hereunder if no such notice of termination had been given. Notwithstanding the above, the Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, appoint, or petition a court of competent jurisdiction to appoint, any established housing and home finance institution having a net worth of not less than $10,000,000 as the successor to the terminated Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the such Servicer hereunder; provided, however, that (i) any such institution appointed as successor Servicer shall not, as evidenced in writing by each Rating Agency, adversely affect the then current rating of any Class of Certificates immediately prior to the termination of the terminated Servicer. The appointment of a successor Servicer shall not affect any liability of the predecessor Servicer which may have arisen under this Agreement prior to its termination as Servicer, nor shall any successor Servicer be liable for any acts or omissions of the predecessor Servicer or for any breach by the such Servicer of any of its representations or warranties contained herein or in any related document or agreement. Pending appointment of a successor to the terminated Servicer hereunder, unless the Trustee is prohibited by law from so acting, the Trustee shall act in such capacity as provided above. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. (b) In connection with the appointment of a successor Servicer or the assumption of the duties of the a Servicer, as specified in Section 8.05(a), the Trustee may make such arrangements for the compensation of such successor out of payments on Mortgage Loans serviced by the predecessor Servicer as it and such successor shall agree; provided, however, that any Person assuming the duties of the a Servicer as successor to NationsBanc Mortgage Corporation or Bank of America, FSB shall pay to such predecessor an amount equal to the market value of the portion of the Servicing Fee that will accrue in the future due to the Servicing Fee Rate exceeding 0.25% per annum with respect to any Mortgage Loan. The "market value" of such portion of the Servicing Fee shall be determined by NationsBanc Mortgage Corporation or Bank of America, N.A.FSB, as applicable, on the basis of at least two quotations from third parties actively engaged in the servicing of single-family mortgage loans. If the successor Servicer does not agree that such market value is a fair price, such successor shall obtain two quotations of market value from third parties actively engaged in the servicing of single-family mortgage loans. The market value of the excess portion of the Servicing Fee will then be equal to the average of (i) the lowest figure obtained by NationsBanc Mortgage Corporation or Bank of America, N.A.FSB, as applicable, and (ii) the highest figure obtained by the successor Servicer. Payment of the amount calculated above shall be made to NationsBanc Mortgage Corporation or Bank of America, N.A.FSB, as applicable, by the successor Servicer no later than the last Business Day of the month in which such successor Servicer becomes entitled to receive the Servicing Fee under this Agreement. In no event will any portion of the Trust Estate be used to pay amounts due to NationsBanc Mortgage Corporation or Bank of America, N.A. FSB, as applicable, under this Section 8.05(b). (c) Any successor, including the Trustee, to the a Servicer as servicer shall during the term of its service as servicer maintain in force (i) a policy or policies of insurance covering errors and omissions in the performance of its obligations as servicer hereunder and (ii) a fidelity bond in respect of its officers, employees and agents to the same extent as the each Servicer is so required pursuant to Section 3.03.

Trustee to Act; Appointment of Successor. (a) On and after Upon the time receipt by the Master Servicer receives of a notice of termination pursuant to Section 8.018.01 or an Opinion of Independent Counsel pursuant to Section 7.05 to the effect that the Master Servicer is legally unable to act or to delegate its duties to a Person which is legally able to act, the Trustee shall be automatically become the successor in all respects to the Master Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall thereafter be subject to all the responsibilities, duties duties, liabilities and limitations on liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof hereof; provided, however, that the Company shall have the right to either (a) immediately assume the duties of the Master Servicer or shall appoint (b) select a successor pursuant Master Servicer; provided further, however, that the Trustee shall have no obligation whatsoever with respect to any liability (other than advances deemed recoverable and not previously made) incurred by the Master Servicer at or prior to the time of termination. As compensation therefor, but subject to Section 3.07. Notwithstanding anything provided herein to the contrary, under no circumstances shall any provision of this Agreement be construed to require the Trustee, acting in its capacity as successor to the Servicer in its obligation to make Advances, to advance, expend or risk its own funds or otherwise incur any financial liability in the performance of its duties hereunder if it shall have reasonable grounds for believing that such funds are non-recoverable. Subject to Section 8.05(b), as compensation therefor7.06, the Trustee shall be entitled to such compensation as which the terminated Master Servicer would have been entitled to hereunder retain if no such notice of termination the Master Servicer had been givencontinued to act hereunder, except for those amounts due the Master Servicer as reimbursement permitted under this Agreement for advances previously made or expenses previously incurred. Notwithstanding the above, the Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, appoint, appoint or petition a court of competent jurisdiction to appoint, any established housing and home finance institution which is a Fannie Mae- or Fr▇▇▇▇▇ M▇▇-appro▇▇▇ ▇▇▇vicer, and with respect to a successor to the Master Servicer only, having a net worth of not less than $10,000,000 10,000,000, as the successor to the terminated 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 (i) any such institution appointed as successor Servicer the Trustee shall not, as evidenced in writing by obtain a letter from each Rating AgencyAgency that the ratings, adversely affect if any, on each of the then current rating Certificates will not be lowered as a result of any Class the selection of Certificates immediately prior the successor to the termination of the terminated Master Servicer. The appointment of a successor Servicer shall not affect any liability of the predecessor Servicer which may have arisen under this Agreement prior to its termination as Servicer, nor shall any successor Servicer be liable for any acts or omissions of the predecessor Servicer or for any breach by the Servicer of any of its representations or warranties contained herein or in any related document or agreement. Pending appointment of a successor to the terminated Master Servicer hereunder, unless the Trustee is prohibited by law from so acting, the Trustee shall act in such capacity as provided abovehereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on the Mortgage Loans as it and such successor shall agree; provided, however, that the provisions of Section 7.06 shall apply, the compensation shall not be in excess of that which the Master Servicer would have been entitled to if the Master Servicer had continued to act hereunder, and that such successor shall undertake and assume the obligations of the Trustee to pay compensation to any third Person acting as an agent or independent contractor in the performance of master servicing responsibilities hereunder. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. (b) In connection with If the appointment of a successor Servicer or the assumption of the Trustee shall succeed to any duties of the ServicerMaster Servicer respecting the Mortgage Loans as provided herein, it shall do so in a separate capacity and not in its capacity as specified in Section 8.05(a)Trustee and, accordingly, the Trustee may make such arrangements for the compensation provisions of such successor out of payments on Mortgage Loans serviced by the predecessor Servicer as it and such successor Article IX shall agree; provided, however, that any Person assuming the duties of the Servicer shall pay to such predecessor an amount equal be inapplicable to the market value of Trustee in its duties as the portion of the Servicing Fee that will accrue in the future due successor to the Servicing Fee Rate exceeding 0.25% per annum with respect to any Mortgage Loan. The "market value" of such portion of the Servicing Fee shall be determined by Bank of America, N.A., on the basis of at least two quotations from third parties actively engaged Master Servicer in the servicing of single-family mortgage loans. If the successor Servicer does not agree that Mortgage Loans (although such market value is a fair price, such successor provisions shall obtain two quotations of market value from third parties actively engaged in the servicing of single-family mortgage loans. The market value of the excess portion of the Servicing Fee will then be equal continue to apply to the average Trustee in its capacity as Trustee); the provisions of (i) the lowest figure obtained by Bank of AmericaArticle VII, N.A.however, and (ii) the highest figure obtained by the shall apply to it in its capacity as successor Servicer. Payment of the amount calculated above shall be made to Bank of America, N.A., by the successor Servicer no later than the last Business Day of the month in which such successor Servicer becomes entitled to receive the Servicing Fee under this Agreement. In no event will any portion of the Trust Estate be used to pay amounts due to Bank of America, N.A. under this Section 8.05(b)master servicer. (c) Any successor, including the Trustee, to the Servicer as servicer shall during the term of its service as servicer maintain in force (i) a policy or policies of insurance covering errors and omissions in the performance of its obligations as servicer hereunder and (ii) a fidelity bond in respect of its officers, employees and agents to the same extent as the Servicer is so required pursuant to Section 3.03.

Trustee to Act; Appointment of Successor. (a) On and after the time the Master Servicer or the Special Servicer resigns pursuant to Section 6.04(a) (and a successor Master Servicer or Special Servicer, as applicable, has not been appointed by the resigning Master Servicer or Special Servicer, as applicable, under Section 6.04), or receives a notice of termination pursuant to Section 8.017.01, the Trustee shall be the successor in all respects to that Master Servicer or that Special Servicer, as the Servicer case may be, in its capacity as servicer such under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto and arising thereafter placed on such Master Servicer or such Special Servicer, as the Servicer case may be, by the terms and provisions hereof hereof, including, if the Master Servicer is the resigning or shall appoint a successor pursuant to Section 3.07. Notwithstanding anything provided herein to terminated party, the contrary, under no circumstances shall any provision of this Agreement be construed to require the Trustee, acting in its capacity as successor to the Servicer in its Master Servicer’s obligation to make Advances; provided, that (i) any failure to perform such duties or responsibilities caused by the failure of the Master Servicer or the Special Servicer, as the case may be, to advance, expend cooperate or risk its own funds to provide information or otherwise incur any financial liability monies as required by Section 7.01 shall not be considered a default by the Trustee hereunder and (ii) in the performance case of its duties hereunder a terminated Master Servicer, the Trustee shall cease to act as successor Master Servicer if it shall have reasonable grounds for believing that such funds are non-recoverable. Subject an alternative successor is appointed pursuant to Section 8.05(b7.01(c), as . Neither the Trustee nor any other successor shall be liable for any of the representations and warranties of the resigning or terminated party or for any losses incurred by the resigning or terminated party pursuant to Section 3.06 hereunder nor shall the Trustee or any other successor be required to purchase any Mortgage Loan hereunder. As compensation therefor, the Trustee shall be entitled to such all fees and other compensation as which the resigning or terminated Servicer party would have been entitled to hereunder for future services rendered if no such notice of termination the resigning or terminated party had been givencontinued to act hereunder. Notwithstanding the above, if it is unwilling to so act, the Trustee may, if it shall be unwilling so to act, or shallmay (and, if it is legally unable to so to act, or if the Trustee is not approved as an acceptable master servicer or special servicer, as the case may be, by each Rating Agency, or if the Holders of Certificates entitled to a majority of all the Voting Rights (determined without notionally reducing the Class Principal Balances of the Certificates by any Appraisal Reduction Amounts) (or, alternatively, if a Servicer Termination Event on the part of the Special Servicer has occurred during a Subordinate Control Period, the Subordinate Class Representative) so requests in writing, the Trustee shall), promptly appoint, or petition a court of competent jurisdiction to appoint, any established housing and home finance qualified institution having a net worth of not less than $10,000,000 as the successor to the resigning or terminated Master Servicer or Special Servicer, as the case may be, hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of such Master Servicer or such Special Servicer, as the Servicer case may be, hereunder; provided, however, that (i) any such institution appointed as successor Servicer shall not, as evidenced in writing by appointment is the subject of a Rating Agency Confirmation from each Rating Agency, adversely affect and (ii) if such successor (in the then current rating of any Class of Certificates immediately prior to the termination of the terminated Servicer. The appointment case of a successor Servicer to the resigning or terminated Master Servicer) does not have a master rervicer rating from [__] that is “[__] ” or above, such successor is reasonably acceptable to the Subordinate Class Representative and, if such successor has a master servicer rating from [__] that is “[__]” or above, the Subordinate Class Representative shall have been consulted with respect to the identity of (although it need not affect any liability of the predecessor Servicer which may have arisen under this Agreement prior to its termination as Servicer, nor shall any successor Servicer be liable for any acts or omissions of the predecessor Servicer or for any breach by the Servicer of any of its representations or warranties contained herein or in any related document or agreementapproved) such successor. Pending No appointment of a successor to the terminated Master Servicer or the Special Servicer hereunder shall be effective until the assumption by such successor of all its responsibilities, duties and liabilities hereunder, unless the Trustee is prohibited by law from so actingand pending such appointment and assumption, the Trustee shall act in such capacity as provided abovehereinabove provided. The In connection with any such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on the Mortgage Loans or otherwise as it and such successor shall agree; provided, that no such compensation shall be in excess of that permitted the resigning or terminated party hereunder. The Depositor, the Trustee, such successor and each other party hereto shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. (b) In connection with the appointment of a successor Servicer or the assumption of the duties of the Servicer, as specified in Section 8.05(a), . If the Trustee may make such arrangements for the compensation of such or an Affiliate acts pursuant to this Section 7.02 as successor out of payments on Mortgage Loans serviced by the predecessor Servicer as it and such successor shall agree; provided, however, that any Person assuming the duties of the Servicer shall pay to such predecessor an amount equal to the market value of resigning or terminated Master Servicer and if the portion of the Servicing Fee that will accrue in the future due to the Excess Servicing Fee Rate exceeding 0.25% is a rate per annum with respect to any Mortgage Loan. The "market value" of such portion of that is greater than zero (0) basis points, it may reduce the Excess Servicing Fee shall Rate to the extent that the Trustee’s or such Affiliate’s compensation as successor Master Servicer would otherwise be determined by Bank of America, N.A., on below the basis of at least two quotations from third parties actively engaged in the market rate servicing of single-family mortgage loanscompensation. If the Trustee elects to appoint a successor to the resigning or terminated Master Servicer does not agree that such market value is a fair priceother than itself or an Affiliate pursuant to this Section 7.02, such successor shall obtain two quotations of market value from third parties actively engaged it may reduce the Excess Servicing Fee Rate to the extent reasonably necessary (in the servicing of single-family mortgage loans. The market value sole discretion of the excess portion Trustee) for the Trustee to appoint a qualified successor Master Servicer that meets the requirements of the Servicing Fee will then be equal to the average of (i) the lowest figure obtained by Bank of America, N.A., and (ii) the highest figure obtained by the successor Servicer. Payment of the amount calculated above shall be made to Bank of America, N.A., by the successor Servicer no later than the last Business Day of the month in which such successor Servicer becomes entitled to receive the Servicing Fee under this Agreement. In no event will any portion of the Trust Estate be used to pay amounts due to Bank of America, N.A. under this Section 8.05(b)7.02. (c) Any successor, including the Trustee, to the Servicer as servicer shall during the term of its service as servicer maintain in force (i) a policy or policies of insurance covering errors and omissions in the performance of its obligations as servicer hereunder and (ii) a fidelity bond in respect of its officers, employees and agents to the same extent as the Servicer is so required pursuant to Section 3.03.

Trustee to Act; Appointment of Successor. (a) On and after the time the Servicer or Special Servicer receives a notice of termination pursuant to Section 8.015.12(d) or Section 7.23 or the Trustee receives the resignation of the Servicer or Special Servicer in accordance with Section 7.21(a) (unless a successor is appointed pursuant to Section 7.21), the Trustee shall be the successor in all respects to the Servicer or Special Servicer, as the case may be, in its capacity as servicer Servicer or Special Servicer, as the case may be, under this Agreement Indenture and the transactions set forth or provided for herein and shall have all the rights and powers and be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer or Special Servicer, as the case may be, accruing after such termination; and PROVIDED, that any failure to perform such duties or responsibilities caused by the terms and provisions hereof Servicer's or Special Servicer's, as the case may be, failure to comply with Section 7.21 shall appoint not be considered a successor pursuant to Section 3.07default by the Trustee hereunder. Notwithstanding anything provided herein to the contrary, under no circumstances shall any provision of this Agreement be construed to require the Trustee, acting in In its capacity as successor such successor, the Trustee shall have the same limitation of liability herein granted to the Servicer in its obligation to make Advances, to advance, expend or risk its own funds or otherwise incur any financial liability in the performance of its duties hereunder if it shall have reasonable grounds for believing that such funds are non-recoverable. Subject to Section 8.05(b)Special Servicer, as the case may be. As compensation therefor, the Trustee shall be entitled to such compensation as the terminated Servicer or Special Servicer, as the case may be, would have been entitled to hereunder if no such notice of termination or resignation had been givengiven (other than amounts due under this Indenture or the other Security Documents prior to the date of such termination), including, without limitation, the fees payable hereunder. Notwithstanding the aboveanything contained herein, the Trustee may, if it shall be unwilling to so to act, or shall, if it is legally unable to so to act, appoint, or petition a court of competent jurisdiction to appoint, appoint any established housing and home finance financial institution having or mortgage servicing institution which has a net worth of not less than $10,000,000 15,000,000 and if no declaration of acceleration of the Notes has occurred, has been consented to in writing by the Issuer, such consent not to be unreasonably withheld (as such consent right to terminate after the expiration of 30 days after request therefore from the Trustee), as the successor to the terminated Servicer or Special Servicer, as the case may be, hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer or Special Servicer, as the case may be, hereunder; providedPROVIDED, howeverHOWEVER, that (i) any until such institution appointed as successor Servicer shall not, as evidenced in writing by each Rating Agency, adversely affect the then current rating of any Class of Certificates immediately prior to the termination of the terminated Servicer. The appointment of a successor Servicer shall not affect any liability of the predecessor Servicer which may have arisen under this Agreement prior to its termination as Servicer, nor shall any successor Servicer be liable for any acts or omissions of the predecessor Servicer or for any breach by the Servicer of any of its representations or warranties contained herein or in any related document or agreement. Pending appointment of a successor to the terminated Servicer hereunder, unless the Trustee is prohibited by law from so actingand assumption, the Trustee shall act in such capacity as provided will continue to perform the servicing obligations pursuant to this Indenture to the extent set forth above. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. (b) In connection with the any such appointment of a successor Servicer or the assumption of the duties of the Servicer, as specified in Section 8.05(a)and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on Mortgage Loans serviced by the predecessor Servicer as it and such successor shall agree; providedPROVIDED, howeverHOWEVER, that no such compensation shall be in excess of that permitted the Servicer or Special Servicer, as the case may be, hereunder unless approved by the Issuer and the Majority Holders. In the event that no successor Servicer or Special Servicer has been appointed as provided above, the Trustee shall solicit, by public announcement, bids from commercial finance institutions, banks and mortgage servicing institutions meeting the qualifications set forth above. Within sixty (60) days after any Person assuming such public announcement, the duties Trustee shall negotiate and effect the sale, transfer and assignment of the servicing rights and responsibilities hereunder to the qualified party submitting the highest satisfactory bid. The Trustee 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 Trustee from the successor to the Servicer or Special 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 Servicer or Special Servicer, as the case may be, at the time of such sale, transfer and assignment to the Servicer's or Special Servicer's, as the case may be, successor, net of any amounts due from the Servicer or Special Servicer, as the case may be, hereunder, which shall be deposited in the Payment Account. If no successor servicer or special servicer shall have been so appointed and have accepted appointment within sixty (60) days after the Trustee receives the resignation of the Servicer shall pay to such predecessor an amount equal to or Special Servicer in accordance with Section 7.21, the market value Trustee may petition any court of competent jurisdiction for the portion appointment of a successor servicer or special servicer in accordance with the Servicing Fee that will accrue in the future due to the Servicing Fee Rate exceeding 0.25% per annum with respect to any Mortgage Loanprocedures and terms set forth above. The "market value" of such portion of Trustee, the Servicing Fee shall be determined by Bank of AmericaIssuer, N.A.the Servicer, on the basis of at least two quotations from third parties actively engaged in the servicing of single-family mortgage loans. If the successor Special Servicer does not agree that such market value is a fair price, and such successor shall obtain two quotations of market value from third parties actively engaged in the servicing of single-family mortgage loans. The market value of the excess portion of the Servicing Fee will then be equal to the average of (i) the lowest figure obtained by Bank of Americatake such action, N.A.consistent with this Indenture, and (ii) the highest figure obtained by the successor Servicer. Payment of the amount calculated above as shall be made necessary to Bank of America, N.A., by effectuate any such succession. Neither the Trustee nor any successor Servicer no later than the last Business Day or Special Servicer shall be deemed to be in default of the month in which such successor Servicer becomes entitled to receive the Servicing Fee under this Agreement. In no event will any portion of the Trust Estate be used to pay amounts due to Bank of America, N.A. its obligations under this Section 8.05(b)if and to the extent that such default arises from failure of the Servicer or Special Servicer to timely provide all applicable books, records and other documents necessary to effectuate the sale, transfer or assignment of servicing rights to the Trustee or a successor Servicer or Special Servicer in accordance with this Section. (cb) Any successor, including the Trustee, to the Servicer as servicer or Special Servicer hereunder shall during the term of its service as servicer maintain in force (i) a policy or policies of insurance covering errors and omissions in the performance of its obligations as mortgage servicer hereunder hereunder, and (ii) a fidelity bond in respect of its officers, employees and agents to the same extent as that the Servicer or Special Servicer is so required pursuant to Section 3.037.5(b).

Trustee to Act; Appointment of Successor. (a) On and after the time the a Servicer receives a notice of termination pursuant to Section 8.017.01 of this Agreement or the resignation of such Servicer pursuant to Section 6.04, the Trustee shall shall, subject to and to the extent provided herein, be the successor in all respects to the Servicer such Servicer, but only in its capacity as servicer under this Agreement Agreement, and not in any other, and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the such Servicer by the terms and provisions hereof or shall appoint a successor and applicable law including the obligation to make Advances pursuant to Section 3.074.01. Notwithstanding anything provided herein to the contrary, under no circumstances shall any provision of this Agreement be construed to require the Trustee, acting in its capacity as successor to the Servicer in its obligation to make Advances, to advance, expend or risk its own funds or otherwise incur any financial liability in the performance of its duties hereunder if it shall have reasonable grounds for believing that such funds are non-recoverable. Subject to Section 8.05(b), as As compensation therefor, the Trustee shall be entitled to all funds relating to the related Mortgage Loans that such compensation as the terminated Servicer would have been entitled to hereunder if no charge to the Collection Account, provided that the terminated Servicer shall nonetheless be entitled to payment or reimbursement as provided in Section 3.08 to the extent that such notice payment or reimbursement relates to the period prior to termination of termination had been givensuch Servicer. Notwithstanding the aboveforegoing, if the Trustee has become the successor to a Servicer in accordance with Section 7.01, the Trustee may, if it shall be unwilling to so to act, or shall, if it is legally prohibited by applicable law from making Advances pursuant to 4.01 hereof, or if it is otherwise unable to so to act, appoint, or petition a court of competent jurisdiction to appoint, any established housing and home finance mortgage loan servicing institution having a net worth the appointment of which does not less than $10,000,000 adversely affect the then current rating of the Certificates by each Rating Agency, as the successor to the terminated such Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the such Servicer hereunder; provided, however, that (i) any such institution appointed as . Any successor to a Servicer shall notbe an institution which is a Fannie Mae or ▇▇▇▇▇▇e Mac ap▇▇▇▇▇▇ seller/servicer for first and second loans in good standing, which has a net worth of at least $10,000,000, which is willing to service the related Mortgage Loans and which executes and delivers to the Depositor and the Trustee an agreement accepting such delegation and assignment, containing an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of such Servicer (other than liabilities of such Servicer under Section 6.03 hereof incurred prior to termination of such Servicer under Section 7.01 hereunder), with like effect as evidenced in writing by if originally named as a party to this Agreement; provided that each Rating Agency, adversely affect the then current Agency acknowledges that its rating of any Class of the Certificates in effect immediately prior to the termination such assignment and delegation will not be qualified, withdrawn or downgraded as a result of the terminated Servicer. The appointment of a successor Servicer shall not affect any liability of the predecessor Servicer which may have arisen under this Agreement prior to its termination as Servicer, nor shall any successor Servicer be liable for any acts or omissions of the predecessor Servicer or for any breach by the Servicer of any of its representations or warranties contained herein or in any related document or agreementsuch assignment and delegation. Pending appointment of a successor to the terminated such Servicer hereunder, the Trustee, unless the Trustee is prohibited by law from so acting, shall, subject to the Trustee shall limitations described herein, act in such capacity as provided abovehereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on the related Mortgage Loans as it and such successor shall agree; provided, however, that no such compensation shall be in excess of the Servicing Fee. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. (b) . Neither the Trustee nor any other successor servicer shall be deemed to be in default by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the failure of such Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. In connection with the appointment termination or resignation of a successor any Servicer or the assumption of the duties of the Servicerhereunder, as specified in Section 8.05(a), the Trustee may make such arrangements for the compensation of such successor out of payments on Mortgage Loans serviced by the predecessor Servicer as it and such successor shall agree; provided, however, that any Person assuming the duties of the Servicer shall pay to such predecessor an amount equal to the market value of the portion of the Servicing Fee that will accrue in the future due to the Servicing Fee Rate exceeding 0.25% per annum with respect to any Mortgage Loan. The "market value" of such portion of the Servicing Fee shall be determined by Bank of America, N.A., on the basis of at least two quotations from third parties actively engaged in the servicing of single-family mortgage loans. If the successor Servicer does not agree that such market value is a fair price, such successor shall obtain two quotations of market value from third parties actively engaged in the servicing of single-family mortgage loans. The market value of the excess portion of the Servicing Fee will then be equal to the average of either (i) the lowest figure obtained by Bank successor servicer, including the Trustee if the Trustee is acting as successor Servicer, shall represent and warrant that it is a member of AmericaMERS in good standing and shall agree to comply in all material respects with the rules and procedures of MERS in connection with the servicing of the Mortgage Loans that are registered with MERS, N.A.in which case the predecessor Servicer shall cooperate with the successor Servicer in causing MERS to revise its records to reflect the transfer of servicing to the successor Servicer as necessary under MERS' rules and regulations, and or (ii) the highest figure obtained by predecessor Servicer shall cooperate with the successor Servicer in causing MERS to execute and deliver an assignment of Mortgage in recordable form to transfer the Mortgage from MERS to the Trustee and to execute and deliver such other notices, documents and other instruments as may be necessary or desirable to effect a transfer of such Mortgage Loan or servicing of such Mortgage Loan on the MERS(R) System to the successor Servicer. Payment The predecessor Servicer shall file or cause to be filed any such assignment in the appropriate recording office. The predecessor Servicer shall bear any and all fees of the amount calculated above shall MERS, costs of preparing any assignments of Mortgage, and fees and costs of filing any assignments of Mortgage that may be made to Bank of America, N.A., by the successor Servicer no later than the last Business Day of the month in which such successor Servicer becomes entitled to receive the Servicing Fee required under this Agreementsubsection. In no event will any portion of the Trust Estate be used Any successor to pay amounts due to Bank of America, N.A. under this Section 8.05(b). (c) Any successor, including the Trustee, a Servicer shall give notice to the Servicer as Mortgagors of such change of servicer shall and shall, during the term of its service as servicer servicer, maintain in force (i) a the policy or policies of insurance covering errors and omissions in the performance of its obligations as servicer hereunder and (ii) a fidelity bond in respect of its officers, employees and agents to the same extent as the that such Servicer is so required to maintain pursuant to Section 3.03this Agreement.

Trustee to Act; Appointment of Successor. (a) On and after the time a Master Servicer or a Special Servicer resigns pursuant to Section 6.04(a) (and a successor Master Servicer or Special Servicer, as applicable, has not been appointed by the resigning Master Servicer or Special Servicer, as applicable, under Section 6.04), or receives a notice of termination pursuant to Section 8.017.01, the Trustee shall be the successor in all respects to that Master Servicer or that Special Servicer, as the Servicer case may be, in its capacity as servicer such under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto and arising thereafter placed on such Master Servicer or such Special Servicer, as the Servicer case may be, by the terms and provisions hereof hereof, including, if such Master Servicer is the resigning or shall appoint a successor pursuant to Section 3.07. Notwithstanding anything provided herein to terminated party, the contrary, under no circumstances shall any provision of this Agreement be construed to require the Trustee, acting in its capacity as successor to the Servicer in its applicable Master Servicer’s obligation to make Advances; provided that (i) any failure to perform such duties or responsibilities caused by the failure of a Master Servicer or a Special Servicer, as the case may be, to advance, expend cooperate or risk its own funds to provide information or otherwise incur any financial liability monies as required by Section 7.01 shall not be considered a default by the Trustee hereunder and (ii) in the performance case of its duties hereunder a terminated Master Servicer, the Trustee shall cease to act as successor Master Servicer if it shall have reasonable grounds for believing that such funds are non-recoverable. Subject an alternative successor is appointed pursuant to Section 8.05(b7.01(c), as . Neither the Trustee nor any other successor shall be liable for any of the representations and warranties of the resigning or terminated party or for any losses incurred by the resigning or terminated party pursuant to Section 3.06 hereunder nor shall the Trustee or any other successor be required to purchase any Mortgage Loan hereunder. As compensation therefor, the Trustee shall be entitled to such all fees and other compensation as which the resigning or terminated Servicer party would have been entitled to hereunder for future services rendered if no such notice of termination the resigning or terminated party had been givencontinued to act hereunder. Notwithstanding the above, if it is unwilling to so act, the Trustee may, if it shall be unwilling so to act, or shallmay (and, if it is legally unable to so to act, or if the Trustee is not approved as an acceptable master servicer or special servicer, as the case may be, by each Rating Agency, or if the Holders of Certificates entitled to a majority of all the Voting Rights (determined without notionally reducing the Class Principal Balances of the Certificates by any Appraisal Reduction Amounts) (or, alternatively, if a Servicer Termination Event on the part of the applicable Special Servicer has occurred during a Subordinate Control Period, the Subordinate Class Representative) so requests in writing, the Trustee shall), promptly appoint, or petition a court of competent jurisdiction to appoint, any established housing and home finance qualified institution having a net worth of not less than $10,000,000 as the successor to the resigning or terminated Master Servicer or Special Servicer, as the case may be, hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of such Master Servicer or such Special Servicer, as the Servicer case may be, hereunder; provided, however, provided that (i) any such institution appointed as successor Servicer shall not, as evidenced in writing by appointment is the subject of a Rating Agency Confirmation from each Rating Agency (and, if applicable pursuant to Section 3.27(k), an analogous rating agency confirmation from each Pari Passu Companion Rating Agency, adversely affect ); and (ii) if such successor (in the then current rating of any Class of Certificates immediately prior to the termination of the terminated Servicer. The appointment case of a successor to the resigning or terminated Master Servicer) does not have the Master Servicer rating from Fitch that is “CMS3” or above, such successor is reasonably acceptable to the Subordinate Class Representative and, if such successor has a master servicer rating from Fitch that is “CMS3” or above, the Subordinate Class Representative shall have been consulted with respect to the identity of (although it need not affect any liability of the predecessor Servicer which may have arisen under this Agreement prior to its termination as Servicer, nor shall any successor Servicer be liable for any acts or omissions of the predecessor Servicer or for any breach by the Servicer of any of its representations or warranties contained herein or in any related document or agreementapproved) such successor. Pending No appointment of a successor to a Master Servicer or a Special Servicer hereunder shall be effective until the terminated Servicer assumption by such successor of all its responsibilities, duties and liabilities hereunder, unless the Trustee is prohibited by law from so actingand pending such appointment and assumption, the Trustee shall act in such capacity as provided abovehereinabove provided. The In connection with any such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on the Mortgage Loans or otherwise as it and such successor shall agree; provided that no such compensation shall be in excess of that permitted the resigning or terminated party hereunder. The Depositor, the Trustee, such successor and each other party hereto shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. (b) In connection with the appointment of a successor Servicer or the assumption of the duties of the Servicer, as specified in Section 8.05(a), . If the Trustee may make such arrangements for the compensation of such or an Affiliate acts pursuant to this Section 7.02 as successor out of payments on Mortgage Loans serviced by the predecessor Servicer as it and such successor shall agree; provided, however, that any Person assuming the duties of the Servicer shall pay to such predecessor an amount equal to the market value of resigning or terminated Master Servicer and if the portion of the Servicing Fee that will accrue in the future due to the Excess Servicing Fee Rate exceeding 0.25% is a rate per annum with respect to any Mortgage Loan. The "market value" of such portion of that is greater than zero (0) basis points, it may reduce the Excess Servicing Fee shall Rate to the extent that the Trustee’s or such Affiliate’s compensation as successor Master Servicer would otherwise be determined by Bank of America, N.A., on below the basis of at least two quotations from third parties actively engaged in the market rate servicing of single-family mortgage loanscompensation. If the Trustee elects to appoint a successor to the resigning or terminated Master Servicer does not agree that such market value is a fair priceother than itself or an Affiliate pursuant to this Section 7.02, such successor shall obtain two quotations of market value from third parties actively engaged it may reduce the Excess Servicing Fee Rate to the extent reasonably necessary (in the servicing of single-family mortgage loans. The market value sole discretion of the excess portion Trustee) for the Trustee to appoint a qualified successor Master Servicer that meets the requirements of the Servicing Fee will then be equal to the average of (i) the lowest figure obtained by Bank of America, N.A., and (ii) the highest figure obtained by the successor Servicer. Payment of the amount calculated above shall be made to Bank of America, N.A., by the successor Servicer no later than the last Business Day of the month in which such successor Servicer becomes entitled to receive the Servicing Fee under this Agreement. In no event will any portion of the Trust Estate be used to pay amounts due to Bank of America, N.A. under this Section 8.05(b)7.02. (c) Any successor, including the Trustee, to the Servicer as servicer shall during the term of its service as servicer maintain in force (i) a policy or policies of insurance covering errors and omissions in the performance of its obligations as servicer hereunder and (ii) a fidelity bond in respect of its officers, employees and agents to the same extent as the Servicer is so required pursuant to Section 3.03.

Trustee to Act; Appointment of Successor. (a) On and after the time the a Servicer receives a notice of termination pursuant to Section 8.017.01 of this Agreement, the Trustee or, if Ocwen is the terminated Servicer, the Back-Up Servicer, or a successor servicer appointed pursuant to Section 7.01, subject to and to the extent provided herein, either shall be the successor in all respects to the Servicer a Servicer, but only in its capacity as servicer under this Agreement Agreement, and not in any other, and the transactions set forth herein or provided for herein shall appoint a successor servicer, and in either event such successor servicer shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer such Servicer, by the terms and provisions hereof or shall appoint a successor and applicable law including the obligation to make Advances pursuant to Section 3.074.01. Notwithstanding anything provided herein to the contrary, under no circumstances shall any provision of this Agreement be construed to require the Trustee, acting in its capacity as successor to the Servicer in its obligation to make Advances, to advance, expend or risk its own funds or otherwise incur any financial liability in the performance of its duties hereunder if it shall have reasonable grounds for believing that such funds are non-recoverable. Subject to Section 8.05(b), as As compensation therefor, the Trustee successor servicer shall be entitled to such compensation as all funds relating to the related Mortgage Loans that the terminated Servicer would have been entitled to hereunder if no charge to a Collection Account, provided that the terminated Servicer shall nonetheless be entitled to payment or reimbursement as provided in Section 3.09(a) to the extent that such notice payment or reimbursement relates to the period prior to the completion of termination had been giventhe transfer of servicing to a successor servicer. Notwithstanding the aboveforegoing, if the Trustee or the Back-Up Servicer has become the successor to the terminated Servicer in accordance with Section 7.01, the Trustee or Back-Up Servicer may, if it shall be unwilling to so to act, or shall, if it is legally prohibited by applicable law from making Advances pursuant to 4.01 hereof, or if it is otherwise unable to so to act, appoint, or petition a court of competent jurisdiction to appoint, any established housing and home finance mortgage loan servicing institution having a net worth the appointment of which does not less than $10,000,000 adversely affect the then current rating of the Certificates by each Rating Agency, as the successor to the terminated Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the such Servicer hereunder; provided, however, that (i) any such institution appointed as . Any successor to a Servicer shall notbe an institution which is a FNMA or FHLMC approved seller/servicer in good standing, which has a net worth of at least $10,000,000, which is willing to service the related Mortgage Loans and which executes and delivers to the Depositor and the Trustee an agreement accepting such delegation and assignment, containing an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of such Servicer (other than liabilities of that Servicer under Section 6.03 hereof incurred prior to termination of a Servicer under Section 7.01 hereunder), with like effect as evidenced if originally named as a party to this Agreement; provided that each Rating Agency acknowledges that its rating of the Certificates in writing effect immediately prior to such assignment and delegation will not be qualified or reduced as a result of such assignment and delegation. The Back-Up Servicer (or its affiliate) or any successor servicer appointed by DLJMC shall be rated as a servicer of subprime mortgage loans as “average” (or its equivalent) or better by each Rating Agency, adversely affect the then current Agency that maintains a servicer rating of any Class of Certificates immediately prior to the termination of the terminated Servicer. The appointment of a successor Servicer shall not affect any liability of the predecessor Servicer which may have arisen under this Agreement prior to its termination as Servicer, nor shall any successor Servicer be liable for any acts or omissions of the predecessor Servicer or for any breach by the Servicer of any of its representations or warranties contained herein or in any related document or agreementsystem. Pending appointment of a successor to the terminated a Servicer hereunder, the Trustee, the Back-Up Servicer or other successor servicer unless the Trustee such entity is prohibited by law from so acting, shall, subject to the Trustee shall limitations described herein, act in such capacity as provided abovehereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on the related Mortgage Loans as it and such successor shall agree; provided, however, that no such compensation shall be in excess of (x) the WFBNA Servicing Fee (as defined in the WFBNA Letter Agreement) or the Ocwen Servicing Fee (as defined in the Ocwen Side Letter), as the case may be, if the successor is the Back-Up Servicer or (y) the Servicing Fee, assuming for this purpose that the Servicing Fee Rate is 0.50% per annum, for any other successor. To the extent that the compensation of any successor to a Servicer is calculated using a rate exceeding the then-current rate used to calculate the WFBNA Servicing Fee (as defined in the WFBNA Letter Agreement) or the Ocwen Servicing Fee (as defined in the Ocwen Side Letter), as the case may be, each Holder of a Class A-IO-S Certificate hereby agrees to a decrease in the Excess Servicing Fee Rate in an amount equal to such excess. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. (b) In connection with the appointment of a successor Servicer or the assumption of the duties of the Servicer, as specified in Section 8.05(a), the Trustee may make such arrangements for the compensation of such successor out of payments on Mortgage Loans serviced by the predecessor Servicer as it and such successor shall agree; provided, however, that any Person assuming the duties of the Servicer shall pay to such predecessor an amount equal to the market value of the portion of the Servicing Fee that will accrue in the future due to the Servicing Fee Rate exceeding 0.25% per annum with respect to any Mortgage Loan. The "market value" of such portion of the Servicing Fee shall be determined by Bank of America, N.A., on the basis of at least two quotations from third parties actively engaged in the servicing of single-family mortgage loans. If the successor Servicer does not agree that such market value is a fair price, such successor shall obtain two quotations of market value from third parties actively engaged in the servicing of single-family mortgage loans. The market value of the excess portion of the Servicing Fee will then be equal to the average of (i) the lowest figure obtained by Bank of America, N.A., and (ii) the highest figure obtained by the successor Servicer. Payment of the amount calculated above shall be made to Bank of America, N.A., by the successor Servicer no later than the last Business Day of the month in which such successor Servicer becomes entitled to receive the Servicing Fee under this Agreement. In no event will any portion of the Trust Estate be used to pay amounts due to Bank of America, N.A. under this Section 8.05(b). (c) Any successor, including Neither the Trustee, the Back-Up Servicer nor any other successor servicer shall be deemed to be in default by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the failure of the terminated Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. Any successor to a Servicer or shall give notice to the Mortgagors of such change of servicer. Any successor to a Servicer as servicer shall shall, during the term of its service as servicer a Servicer maintain in force (i) a the policy or policies of insurance covering errors the type that such Servicer is required to maintain pursuant to this Agreement. In connection with the termination or resignation of a Servicer hereunder, either (i) the successor Servicer, including the Trustee if the Trustee is acting as successor Servicer, shall represent and omissions warrant that it is a member of MERS in good standing and shall agree to comply in all material respects with the performance rules and procedures of its obligations as servicer hereunder and MERS in connection with the servicing of the Mortgage Loans that are registered with MERS, or (ii) a fidelity bond the predecessor Servicer, at its sole expense, shall cooperate with the successor Servicer either (x) in respect causing MERS to execute and deliver an Assignment of its officers, employees and agents Mortgage in recordable form to transfer the Mortgage from MERS to the same extent Trustee and to execute and deliver such other notices, documents and other instruments as may be necessary or desirable to effect a transfer of such Mortgage Loan or servicing of such Mortgage Loan on the MERS® System to the successor Servicer or (y) in causing MERS to designate on the MERS® System the successor Servicer as the servicer of such Mortgage Loan (at the cost and expense of the successor Servicer is so required pursuant to Section 3.03the extent such costs relate to the qualification of such successor Servicer as a member of MERS, otherwise at the cost and expense of the predecessor Servicer). The predecessor Servicer shall file or cause to be filed any such assignment in the appropriate recording office. The successor Servicer shall cause such assignment to be delivered to the Trustee promptly upon receipt of the original with evidence of recording thereon or a copy certified by the public recording office in which such assignment was recorded.

Trustee to Act; Appointment of Successor. (a) On and after the time the Servicer receives a notice of termination pursuant to Section 8.01, the Trustee shall be automatically become the successor in all respects to the Servicer in its capacity as servicer under this Agreement and with respect to the transactions set forth or provided for herein and after a transition period (not to exceed 90 days), shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof or shall appoint a successor and applicable law including the obligation to make Advances pursuant to Section 3.07. Notwithstanding anything Article VI hereof except as otherwise provided herein to the contraryherein; provided, under no circumstances shall any provision of this Agreement be construed to require however, that the Trustee, acting 's obligation to make Advances in its capacity as successor Successor Servicer shall not be subject to such 90 day transition period and the Trustee in such capacity will make any Advance required to be made by the predecessor Servicer in its obligation on the Distribution Date on which the predecessor Servicer was required to make Advances, to advance, expend or risk its own funds or otherwise incur any financial liability in such Advance. Effective on the performance date of its duties hereunder if it shall have reasonable grounds for believing that such funds are non-recoverable. Subject to Section 8.05(b)notice of termination, as compensation therefor, the Trustee shall be entitled to such compensation as all fees, costs and expenses relating to the Mortgage Loans that the terminated Servicer would have been entitled to hereunder if no it had continued to act hereunder, provided, however, that the Trustee shall not be (i) liable for any acts or omissions of the terminated Servicer, (ii) obligated to make Advances if it is prohibited from doing so under applicable law or determines that such notice Advance, if made, would constitute a Nonrecoverable Advance, (iii) responsible for expenses of termination had been giventhe terminated Servicer pursuant to Section 2.03 or (iv) obligated to deposit losses on any Permitted Investment directed by the terminated Servicer. Notwithstanding the aboveforegoing, the Trustee may, if it shall be unwilling to so to act, or shall, if it is legally prohibited by applicable law from making Advances pursuant to Article VI or if it is otherwise unable to so to act, appoint, or petition a court of competent jurisdiction to appoint, any established housing and home finance mortgage loan servicing institution having a net worth the appointment of which does not less than $10,000,000 adversely affect the then current rating of the Certificates by each Rating Agency as the successor to the terminated Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder; provided, however, that . Any Successor Servicer shall (i) any such be an institution appointed that is a ▇▇▇▇▇▇ ▇▇▇ and ▇▇▇▇▇▇▇ Mac approved seller/servicer in good standing, that has a net worth of at least $15,000,000 and (ii) be willing to act as successor servicer of any Mortgage Loans under this Agreement and shall have executed and delivered to the Depositor and the Trustee an agreement accepting such delegation and assignment, that contains an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of the terminated Servicer (other than any liabilities of the terminated Servicer hereof incurred prior to termination of the Servicer under Section 8.01), with like effect as if originally named as a party to this Agreement, provided that each Rating Agency shall not, as evidenced have acknowledged in writing by each Rating Agency, adversely affect the then current that its rating of any Class of the Certificates in effect immediately prior to such assignment and delegation will not be qualified or reduced as a result of such assignment and delegation. If the termination Trustee assumes the duties and responsibilities of the terminated Servicer. The appointment of a successor Servicer in accordance with this Section 8.02, the Trustee shall not affect any liability of the predecessor resign as Servicer which may have arisen under this Agreement prior to its termination as Servicer, nor shall any successor until a Successor Servicer be liable for any acts or omissions of the predecessor Servicer or for any breach by the Servicer of any of its representations or warranties contained herein or in any related document or agreementhas been appointed and has accepted such appointment. Pending appointment of a successor to the terminated Servicer hereunder, the Trustee, unless the Trustee is prohibited by law from so acting, the Trustee shall shall, subject to Section 4.04 hereof, act in such capacity as provided abovehereinabove provided. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. (b) In connection with the such appointment of a successor Servicer or the assumption of the duties of the Servicer, as specified in Section 8.05(a)and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on Mortgage Loans serviced by the predecessor Servicer or otherwise as it and such successor shall agree; providedprovided that no such compensation shall be in excess of that permitted the terminated Servicer hereunder. The Trustee and such successor shall take such action, howeverconsistent with this Agreement as shall be necessary to effectuate any such succession. Neither the Trustee nor any other Successor Servicer shall be deemed to be in default hereunder by reason of any failure to make, that or any Person assuming delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the duties failure of the Servicer shall pay to such predecessor an amount equal deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to the market value of the portion of the Servicing Fee that will accrue in the future due to the Servicing Fee Rate exceeding 0.25% per annum with respect to any Mortgage Loan. The "market value" of such portion of the Servicing Fee shall be determined by Bank of America, N.A., on the basis of at least two quotations from third parties actively engaged in the servicing of single-family mortgage loans. If the successor Servicer does not agree that such market value is a fair price, such successor shall obtain two quotations of market value from third parties actively engaged in the servicing of single-family mortgage loans. The market value of the excess portion of the Servicing Fee will then be equal to the average of (i) the lowest figure obtained by Bank of America, N.A., and (ii) the highest figure obtained by the successor Servicer. Payment of the amount calculated above shall be made to Bank of America, N.A., by the successor Servicer no later than the last Business Day of the month in which such successor Servicer becomes entitled to receive the Servicing Fee under this Agreement. In no event will any portion of the Trust Estate be used to pay amounts due to Bank of America, N.A. under this Section 8.05(b)it. (c) Any successor, including the Trustee, to the Servicer as servicer shall during the term of its service as servicer maintain in force (i) a policy or policies of insurance covering errors and omissions in the performance of its obligations as servicer hereunder and (ii) a fidelity bond in respect of its officers, employees and agents to the same extent as the Servicer is so required pursuant to Section 3.03.

Trustee to Act; Appointment of Successor. (a) On and after the time the Servicer or the Special Servicer, as the case may be, either resigns pursuant to the first sentence of Section 6.04 or receives a notice of termination for cause pursuant to Section 8.017.01(a), and provided that no acceptable successor has been appointed, the Trustee shall be the successor to the Servicer or Special Servicer, as the case may be, in all respects to the Servicer in its capacity as servicer Servicer or Special Servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties duties, liabilities and liabilities limitations on liability relating thereto and that arise thereafter placed on or for the benefit of the Servicer or Special Servicer by the terms and provisions hereof or shall appoint a successor pursuant to Section 3.07. Notwithstanding anything provided herein to the contrary, under no circumstances shall any provision of this Agreement be construed to require the Trustee, acting in its capacity as successor to the Servicer in its obligation to make Advances, to advance, expend or risk its own funds or otherwise incur any financial liability in the performance of its duties hereunder if it shall have reasonable grounds for believing that such funds are non-recoverable. Subject to Section 8.05(b), as compensation therefor, the Trustee shall be entitled to such compensation as the terminated Servicer would have been entitled to hereunder if no such notice of termination had been given. Notwithstanding the above, the Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, appoint, or petition a court of competent jurisdiction to appoint, any established housing and home finance institution having a net worth of not less than $10,000,000 as the successor to the terminated Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunderhereof; provided, however, that (i) any failure to perform such institution appointed as successor Servicer shall not, as evidenced in writing duties or responsibilities caused by each Rating Agency, adversely affect the then current rating of any Class of Certificates immediately prior to the termination of the terminated Servicerparty's failure under Section 7.01 to provide information or moneys required hereunder shall not be considered a default by such successor hereunder. The appointment of a successor Servicer shall not affect any liability of the predecessor Servicer which may have arisen under this Agreement prior to its termination as Servicer, nor and the appointment of a successor Special Servicer shall not affect any liability of the predecessor Special Servicer which may have arisen prior to its termination as Special Servicer. The Trustee in its capacity as successor to the Servicer or the Special Servicer, as the case may be, shall not be liable for any of the representations and warranties of the Servicer or the Special Servicer, respectively, herein or in any related document or agreement, for any acts or omissions of the predecessor Servicer or Special Servicer or for any breach losses incurred by the Servicer pursuant to Section 3.06 hereunder, nor shall the Trustee be required to purchase any Mortgage Loan hereunder. As compensation therefor, the Trustee as successor Servicer shall be entitled to the Servicing Fees and all fees relating to the Mortgage Loans which the Servicer would have been entitled to if the Servicer had continued to act hereunder, including but not limited to any income or other benefit from any Permitted Investment pursuant to Section 3.06, and as successor to the Special Servicer shall be entitled to the Special Servicing Fees to which the Special Servicer would have been entitled if the Special Servicer had continued to act hereunder. Should the Trustee succeed to the capacity of the Servicer or the Special Servicer, the Trustee shall be afforded the same standard of care and liability as the Servicer or the Special Servicer, as applicable, hereunder notwithstanding anything in Section 8.01 to the contrary, but only with respect to actions taken by it in its role as successor Servicer or successor Special Servicer, as the case may be, and not with respect to its role as Trustee hereunder. Notwithstanding the above, the Trustee may, if it shall be unwilling to act as successor to the Servicer or Special Servicer, or shall, if it is unable to so act, or if the Trustee is not approved as a servicer or special servicer, as applicable, by each Rating Agency or if the Holders of Certificates entitled to at least 51% of the Voting Rights so request in writing to the Trustee, promptly appoint, or petition a court of competent jurisdiction to appoint, any established mortgage loan servicing institution which meets the criteria set forth in Section 6.04 and otherwise herein, as the successor to the Servicer or the Special Servicer, as applicable, hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer or Special Servicer hereunder. No appointment of a successor to the Servicer or the Special Servicer hereunder shall be effective until the assumption in writing by the successor to the Servicer or the Special Servicer of all its representations or warranties contained herein or in any related document or agreementresponsibilities, duties and liabilities hereunder that arise thereafter. Pending appointment of a successor to the terminated Servicer or the Special Servicer hereunder, unless the Trustee is shall be prohibited by law from so acting, the Trustee shall act in such capacity as provided aboveherein above provided. In connection with such appointment and assumption of a successor to the Servicer or Special Servicer as described herein, the Trustee may make such arrangements for the compensation of such successor out of payments on Mortgage Loans as it and such successor shall agree; provided, however, that no such compensation with respect to a successor Servicer or successor Special Servicer, as the case may be, shall be in excess of that permitted the terminated Servicer or Special Servicer, as the case may be, hereunder. The Trustee Trustee, the Servicer or the Special Servicer (whichever is not the terminated party) and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. (b) In connection . Any costs and expenses associated with the appointment of a successor Servicer or the assumption transfer of the duties of the Servicer, as specified in Section 8.05(a), the Trustee may make such arrangements for the compensation of such successor out of payments on Mortgage Loans serviced servicing function (other than with respect to a termination without cause) under this Agreement shall be borne by the predecessor Servicer as it and such successor shall agree; provided, however, that any Person assuming the duties of the Servicer shall pay to such predecessor an amount equal to the market value of the portion of the Servicing Fee that will accrue in the future due to the Servicing Fee Rate exceeding 0.25% per annum with respect to any Mortgage Loan. The "market value" of such portion of the Servicing Fee shall be determined by Bank of America, N.A., on the basis of at least two quotations from third parties actively engaged in the servicing of single-family mortgage loans. If the successor Servicer does not agree that such market value is a fair price, such successor shall obtain two quotations of market value from third parties actively engaged in the servicing of single-family mortgage loans. The market value of the excess portion of the Servicing Fee will then be equal to the average of (i) the lowest figure obtained by Bank of America, N.A., and (ii) the highest figure obtained by the successor Servicer. Payment of the amount calculated above shall be made to Bank of America, N.A., by the successor Servicer no later than the last Business Day of the month in which such successor Servicer becomes entitled to receive the Servicing Fee under this Agreement. In no event will any portion of the Trust Estate be used to pay amounts due to Bank of America, N.A. under this Section 8.05(b)servicer. (c) Any successor, including the Trustee, to the Servicer as servicer shall during the term of its service as servicer maintain in force (i) a policy or policies of insurance covering errors and omissions in the performance of its obligations as servicer hereunder and (ii) a fidelity bond in respect of its officers, employees and agents to the same extent as the Servicer is so required pursuant to Section 3.03.

Trustee to Act; Appointment of Successor. (a) On and after the time the Master Servicer receives a notice of termination pursuant to Section 8.017.01 hereof, the Trustee shall shall, to the extent provided in Section 3.04, be the successor in all respects to the Master Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof or shall appoint a successor and applicable law including the obligation to make advances pursuant to Section 3.074.01. Notwithstanding anything provided herein to the contrary, under no circumstances shall any provision of this Agreement be construed to require the Trustee, acting in its capacity as successor to the Servicer in its obligation to make Advances, to advance, expend or risk its own funds or otherwise incur any financial liability in the performance of its duties hereunder if it shall have reasonable grounds for believing that such funds are non-recoverable. Subject to Section 8.05(b), as As compensation therefor, the Trustee shall be entitled to such compensation as all fees, costs and expenses relating to the terminated Mortgage Loans that the Master Servicer would have been entitled to hereunder if no such notice of termination the Master Servicer had been givencontinued to act hereunder. Notwithstanding the aboveforegoing, if the Trustee has become the successor to the Master Servicer in accordance with Section 7.01 hereof, the Trustee may, if it shall be unwilling to so to act, or shall, if it is legally prohibited by applicable law from making Advances pursuant to Section 4.01 hereof or if it is otherwise unable to so to act, appoint(i) appoint any established mortgage loan servicing institution reasonably acceptable to the NIM Insurer (as evidenced by the prior written consent of the NIM Insurer), or (ii) petition a court of competent jurisdiction to appoint, appoint any established housing mortgage loan servicing institution, the appointment of which does not adversely affect the then current rating of the Certificates and home finance institution having a net worth of not less than $10,000,000 the NIM Insurer guaranteed notes by each Rating Agency as the successor to the terminated Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; provided, however. Any successor Master Servicer shall be an institution that is a Fannie Mae and Freddie Mac approv▇▇ ▇▇▇l▇▇/servi▇▇▇ ▇▇ good standing, that has a net worth of at least $15,000,000 and that is willing to service the Mortgage Loans and executes and delivers to the Depositor and the Trustee an agreement accepting such delegation and assignment, that contains an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of the Master Servicer (i) any such institution appointed other than liabilities and indemnities of the Master Servicer under Section 6.03 hereof incurred prior to termination of the Master Servicer under Section 7.01), with like effect as successor Servicer shall not, if originally named as evidenced in writing by a party to this Agreement; and provided further that each Rating Agency, adversely affect the then current Agency acknowledges that its rating of any Class of the Certificates in effect immediately prior to the termination such assignment and delegation will not be qualified or reduced as a result of the terminated Servicersuch assignment and delegation. The No appointment of a successor to the Master Servicer hereunder shall be effective until the Trustee shall have consented thereto, and written notice of such proposed appointment shall have been provided by the Trustee to each Certificateholder. The Trustee shall not affect any liability of the predecessor Servicer which may have arisen under this Agreement prior to its termination resign as Servicer, nor shall any servicer until a successor Servicer be liable for any acts or omissions of the predecessor Servicer or for any breach by the Servicer of any of its representations or warranties contained herein or in any related document or agreementservicer has been appointed and has accepted such appointment. Pending appointment of a successor to the terminated Master Servicer hereunder, the Trustee, unless the Trustee is prohibited by law from so acting, the Trustee shall shall, subject to Section 3.04 hereof, act in such capacity as herein above provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on Mortgage Loans as it and such successor shall agree; provided abovethat no such compensation shall be in excess of that permitted the Master Servicer hereunder. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. (b) In connection with . Neither the appointment Trustee nor any other successor servicer shall be deemed to be in default hereunder by reason of a successor Servicer any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the assumption failure of the duties of the ServicerMaster Servicer to deliver or provide, as specified or any delay in Section 8.05(a)delivering or providing, the Trustee may make such arrangements for the compensation of such any cash, information, documents or records to it. Any successor out of payments on Mortgage Loans serviced by the predecessor Servicer as it and such successor shall agree; provided, however, that any Person assuming the duties of the Servicer shall pay to such predecessor an amount equal to the market value of the portion of the Servicing Fee that will accrue in the future due to the Servicing Fee Rate exceeding 0.25% per annum with respect to any Mortgage Loan. The "market value" of such portion of the Servicing Fee shall be determined by Bank of America, N.A., on the basis of at least two quotations from third parties actively engaged in the servicing of single-family mortgage loans. If the successor Servicer does not agree that such market value is a fair price, such successor shall obtain two quotations of market value from third parties actively engaged in the servicing of single-family mortgage loans. The market value of the excess portion of the Servicing Fee will then be equal to the average of (i) the lowest figure obtained by Bank of America, N.A., and (ii) the highest figure obtained by the successor Servicer. Payment of the amount calculated above shall be made to Bank of America, N.A., by the successor Servicer no later than the last Business Day of the month in which such successor Servicer becomes entitled to receive the Servicing Fee under this Agreement. In no event will any portion of the Trust Estate be used to pay amounts due to Bank of America, N.A. under this Section 8.05(b). (c) Any successor, including the Trustee, to the Master Servicer as servicer shall give notice to the NIM Insurer and the Mortgagors of such change of servicer and shall, during the term of its service as servicer maintain in force the policy or policies that the Master Servicer is required to maintain pursuant to Section 6.05. In connection with the termination or resignation of the Master Servicer hereunder, either (i) the successor Master Servicer, including the Trustee if the Trustee is acting as successor Master Servicer, shall represent and warrant that it is a policy member of MERS in good standing and shall agree to comply in all material respects with the rules and procedures of MERS in connection with the servicing of the Mortgage Loans that are registered with MERS, or policies of insurance covering errors and omissions in the performance of its obligations as servicer hereunder and (ii) a fidelity bond the predecessor Master Servicer shall cooperate with the successor Master Servicer in respect causing MERS to execute and deliver an assignment of its officers, employees and agents Mortgage in recordable form to transfer the Mortgage from MERS to the same extent Trustee and to execute and deliver such other notices, documents and other instruments as may be necessary or desirable to effect a transfer of such Mortgage Loan or servicing of such Mortgage Loan on the MERS(R) System to the successor Master Servicer. The predecessor Master Servicer is so required pursuant shall file or cause to Section 3.03be filed any such assignment in the appropriate recording office. The successor Master Servicer shall cause such assignment to be delivered to the Co-Trustee promptly upon receipt of the original with evidence of recording thereon or a copy certified by the public recording office in which such assignment was recorded.

Trustee to Act; Appointment of Successor. (a) On and after the time the Master Servicer receives a notice of termination pursuant to Section 8.018.01 or 7.04, the Trustee shall be the successor in all respects to the Master Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof or shall appoint a successor pursuant to Section 3.07hereof. Notwithstanding anything provided herein to the contraryabove, under no circumstances shall any provision of this Agreement be construed to require if the TrusteeTrustee becomes the Master Servicer hereunder, acting in its capacity as successor to the Servicer in its obligation to make Advances, to advance, expend or risk its own funds or otherwise incur any financial liability in the performance of its duties hereunder if it shall have reasonable grounds no responsibility or obligation (i) of repurchase or substitution with respect to any Mortgage Loan, (ii) with respect to any representation or warranty of the Master Servicer, and (iii) for believing that such funds are non-recoverableany act or omission of either a predecessor or successor Master Servicer other than the Trustee. Subject to Section 8.05(b), as As compensation therefor, the Trustee shall be entitled to such compensation as the terminated Master Servicer would have been entitled to hereunder if no such notice of termination had been given. In addition, the Trustee will be entitled to compensation with respect to its expenses in connection with conversion of certain information, documents and record keeping, as provided in Section 7.04(b). Notwithstanding the above, (i) if the Trustee may, if it shall be is unwilling so to actact as successor Master Servicer, or shall, (ii) if it the Trustee is legally unable so to act, appoint, the Trustee may (in the situation described in clause (i)) or shall (in the situation described in clause (ii)) appoint or petition a court of competent jurisdiction to appoint, any established housing and home finance institution institution, bank or other mortgage loan or home equity loan servicer having a net worth of not less than $10,000,000 ______________ as the successor to the terminated Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; provided, however, provided that (i) any such institution appointed as successor Master Servicer shall notbe acceptable to the Credit Enhancer, as evidenced in writing by each Rating Agencythe Credit Enhancer's prior written consent, adversely affect which consent shall not be unreasonably withheld; and provided further that the then current rating appointment of any Class such successor Master Servicer will not result in the qualification, reduction or withdrawal of Certificates immediately prior the ratings assigned to the termination of the terminated Servicer. The appointment of a successor Servicer shall not affect any liability of the predecessor Servicer which may have arisen under this Agreement prior to its termination as Servicer, nor shall any successor Servicer be liable for any acts or omissions of the predecessor Servicer or for any breach Certificates by the Servicer of any of its representations or warranties contained herein or in any related document or agreementRating Agencies without regard to the Policy. Pending appointment of a successor to the terminated Master Servicer hereunder, unless the Trustee is prohibited by law from so acting, the Trustee shall act in such capacity as provided abovehereinabove 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 3.08 (or such lesser compensation as the Trustee and such successor shall agree). The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. (b) In connection with the appointment of a successor Servicer or the assumption of the duties of the Servicer, as specified in Section 8.05(a), the Trustee may make such arrangements for the compensation of such successor out of payments on Mortgage Loans serviced by the predecessor Servicer as it and such successor shall agree; provided, however, that any Person assuming the duties of the Servicer shall pay to such predecessor an amount equal to the market value of the portion of the Servicing Fee that will accrue in the future due to the Servicing Fee Rate exceeding 0.25% per annum with respect to any Mortgage Loan. The "market value" of such portion of the Servicing Fee shall be determined by Bank of America, N.A., on the basis of at least two quotations from third parties actively engaged in the servicing of single-family mortgage loans. If the successor Servicer does not agree that such market value is a fair price, such successor shall obtain two quotations of market value from third parties actively engaged in the servicing of single-family mortgage loans. The market value of the excess portion of the Servicing Fee will then be equal to the average of (i) the lowest figure obtained by Bank of America, N.A., and (ii) the highest figure obtained by the successor Servicer. Payment of the amount calculated above shall be made to Bank of America, N.A., by the successor Servicer no later than the last Business Day of the month in which such successor Servicer becomes entitled to receive the Servicing Fee under this Agreement. In no event will any portion of the Trust Estate be used to pay amounts due to Bank of America, N.A. under this Section 8.05(b). (c) Any successor, including the Trustee, to the Master Servicer as servicer shall during the term of its service as servicer (i) continue to service and administer the Mortgage Loans for the benefit of Certificateholders and the Credit Enhancer and (ii) maintain in force (i) a policy or policies of insurance covering errors and omissions in the performance of its obligations as servicer Master Servicer hereunder and (ii) a fidelity bond in respect of its officers, employees and agents to the same extent as the Master Servicer is so required pursuant to Section 3.033.12. The 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 (including, without limitation, any deductible under an insurance policy pursuant to Section 3.04), 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 their representations or warranties contained herein.

Trustee to Act; Appointment of Successor. (a) On and after the time the Master Servicer receives a notice of termination pursuant to Section 8.017.01 or sends a notice pursuant to Section 6.04, the Trustee shall be the successor in all respects to the Master Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof or shall appoint a successor pursuant to Section 3.07. Notwithstanding anything provided herein hereof, including but not limited to the contrary, under no circumstances shall any provision provisions of Article III. Nothing in this Agreement shall be construed con strued to permit or require the Trustee to (i) succeed to the responsibilities, duties and liabilities of the Master Servicer in its capacity as the Seller under the Mortgage Loan Purchase Agreement or under this Agreement, (ii) be responsible or accountable for any act or omission of the Master Servicer prior to the issuance of a notice of termination hereunder, (iii) require or obligate the Trustee, acting in its capacity as successor Master Servicer, to purchase, repurchase or substitute any Mortgage Loan, (iv) fund any losses on any Eligible Investment directed by any other Master Servicer, or (v) be responsible for the representations and warranties of the Master Servicer; PROVIDED, HOWEVER, that the Trustee, as successor Master Servicer, shall be required to make any Monthly Advances to the extent that the Master Servicer in its obligation failed to make such Monthly Advances, to advance, expend or risk its own funds or otherwise incur any financial liability in the performance of its duties hereunder if it shall have reasonable grounds for believing that such funds are non-recoverable. Subject to Section 8.05(b), as As compensation therefor, the Trustee shall be entitled to such compensation as the terminated Master Servicer would have been entitled to hereunder if no such notice of termination had been givengiven (other than compensation accruing prior to the notice of termination). Notwithstanding the above, (i) if the Trustee may, if it shall be is unwilling so to actact as successor Master Servicer, or shall, (ii) if it the Trustee is legally unable so to act, appoint, the Trustee on behalf of the Certificateholders may (in the situation described in clause (i)) or shall (in the situation described in clause (ii)) appoint or petition a court of competent jurisdiction to appoint, appoint any established housing and home finance institution institution, bank or other mortgage loan servicer having a net worth of not less than $10,000,000 15,000,000 as the successor to the terminated 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 (i) each Rating Agency shall have confirmed in writing that the appointment of any such institution appointed as successor Master Servicer shall notwill not result in the qualification, as evidenced in writing by each Rating Agency, adversely affect reduction or withdrawal of the then current rating of any Class of Certificates immediately prior ratings assigned to the termination of the terminated Servicer. The appointment of a successor Servicer shall not affect any liability of the predecessor Servicer which may have arisen under this Agreement prior to its termination as Servicer, nor shall any successor Servicer be liable for any acts or omissions of the predecessor Servicer or for any breach Certificates by the Servicer of any of its representations or warranties contained herein or in any related document or agreementRating Agencies. Pending appointment of a successor to the terminated Master Servicer hereunder, unless the Trustee is prohibited by law from so acting, the Trustee shall act in such capacity as provided abovehereinabove provided. In connection with such appointment and assumption, the successor shall be entitled to receive compensation in an amount equal to the compensation which the Master Servicer would otherwise have received pur suant to Section 3.15 (or such lesser compensation as the Trustee and such successor shall agree). The 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, 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. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. (b) In connection with the appointment of a Any successor Servicer or the assumption of the duties of the Master Servicer, as specified in Section 8.05(a), the Trustee may make such arrangements for the compensation of such successor out of payments on Mortgage Loans serviced by the predecessor Servicer as it and such successor shall agree; provided, however, that any Person assuming the duties of the Servicer shall pay to such predecessor an amount equal to the market value of the portion of the Servicing Fee that will accrue in the future due to the Servicing Fee Rate exceeding 0.25% per annum with respect to any Mortgage Loan. The "market value" of such portion of the Servicing Fee shall be determined by Bank of America, N.A., on the basis of at least two quotations from third parties actively engaged in the servicing of single-family mortgage loans. If the successor Servicer does not agree that such market value is a fair price, such successor shall obtain two quotations of market value from third parties actively engaged in the servicing of single-family mortgage loans. The market value of the excess portion of the Servicing Fee will then be equal to the average of (i) the lowest figure obtained by Bank of America, N.A., and (ii) the highest figure obtained by the successor Servicer. Payment of the amount calculated above shall be made to Bank of America, N.A., by the successor Servicer no later than the last Business Day of the month in which such successor Servicer becomes entitled to receive the Servicing Fee under this Agreement. In no event will any portion of the Trust Estate be used to pay amounts due to Bank of America, N.A. under this Section 8.05(b). (c) Any successor, including the TrusteeTrustee on behalf of the Certificateholders, shall not be deemed to be in default or to have breached its duties hereunder if the predecessor Master Servicer shall fail to deliver any required deposit to the Servicer as servicer shall during the term of its service as servicer maintain in force (i) a policy Certificate Account or policies of insurance covering errors and omissions in the performance of its obligations as servicer hereunder and (ii) a fidelity bond in respect of its officers, employees and agents to the same extent as the Servicer is so otherwise cooperate with any required pursuant to Section 3.03servicing transfer or succession hereunder.

Trustee to Act; Appointment of Successor. (a) On and after the time the Servicer or the Special Servicer, as the case may be, either resigns pursuant to the first sentence of Section 6.04 or receives a notice of termination for cause pursuant to Section 8.017.01(a), and provided that no acceptable successor has been appointed, the Trustee shall be the successor to the Servicer or Special Servicer, as the case may be, in all respects to the Servicer in its capacity as servicer Servicer or Special Servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties duties, liabilities and liabilities limitations on liability relating thereto and that arise thereafter placed on or for the benefit of the Servicer or Special Servicer by the terms and provisions hereof or shall appoint a successor pursuant to Section 3.07. Notwithstanding anything provided herein to the contrary, under no circumstances shall any provision of this Agreement be construed to require the Trustee, acting in its capacity as successor to the Servicer in its obligation to make Advances, to advance, expend or risk its own funds or otherwise incur any financial liability in the performance of its duties hereunder if it shall have reasonable grounds for believing that such funds are non-recoverable. Subject to Section 8.05(b), as compensation therefor, the Trustee shall be entitled to such compensation as the terminated Servicer would have been entitled to hereunder if no such notice of termination had been given. Notwithstanding the above, the Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, appoint, or petition a court of competent jurisdiction to appoint, any established housing and home finance institution having a net worth of not less than $10,000,000 as the successor to the terminated Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunderhereof; provided, however, that (i) any failure to perform such institution appointed as successor Servicer shall not, as evidenced in writing duties or responsibilities caused by each Rating Agency, adversely affect the then current rating of any Class of Certificates immediately prior to the termination of the terminated Servicerparty's failure under Section 7.01 to provide information or moneys required hereunder shall not be considered a default by such successor hereunder. The appointment of a successor Servicer shall not affect any liability of the predecessor Servicer which may have arisen under this Agreement prior to its termination as Servicer, nor and the appointment of a successor Special Servicer shall not affect any liability of the predecessor Special Servicer which may have arisen prior to its termination as Special Servicer. The Trustee in its capacity as successor to the Servicer or the Special Servicer, as the case may be, shall not be liable for any of the representations and warranties of the Servicer or the Special Servicer, respectively, herein or in any related document or agreement, for any acts or omissions of the predecessor Servicer or Special Servicer or for any breach losses incurred by the Servicer pursuant to Section 3.06 hereunder, nor shall the Trustee be required to purchase any Mortgage Loan hereunder. As compensation therefor, the Trustee as successor Servicer shall be entitled to the Servicing Fees and all fees relating to the Mortgage Loans which the Servicer would have been entitled to if the Servicer had continued to act hereunder, including but not limited to any income or other benefit from any Permitted Investment pursuant to Section 3.06, and as successor to the Special Servicer shall be entitled to the Special Servicing Fees to which the Special Servicer would have been entitled if the Special Servicer had continued to act hereunder. Should the Trustee succeed to the capacity of the Servicer or the Special Servicer, the Trustee shall be afforded the same standard of care and liability as the Servicer or the Special Servicer, as applicable, hereunder notwithstanding anything in Section 8.01 to the contrary, but only with respect to actions taken by it in its role as successor Servicer or successor Special Servicer, as the case may be, and not with respect to its role as Trustee hereunder. Notwithstanding the above, the Trustee may, if it shall be unwilling to act as successor to the Servicer or Special Servicer, or shall, if it is unable to so act, or if the Trustee is not approved as a servicer or special servicer, as applicable, by each Rating Agency or if the Holders of Certificates entitled to at least 51% of the Voting Rights so request in writing to the Trustee, promptly appoint, or petition a court of competent jurisdiction to appoint, any established mortgage loan servicing institution which meets the criteria set forth herein, as the successor to the Servicer or the Special Servicer, as applicable, hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer or Special Servicer hereunder. No appointment of a successor to the Servicer or the Special Servicer hereunder shall be effective until the assumption in writing by the successor to the Servicer or the Special Servicer of all its representations or warranties contained herein or in any related document or agreementresponsibilities, duties and liabilities hereunder that arise thereafter. Pending appointment of a successor to the terminated Servicer or the Special Servicer hereunder, unless the Trustee is shall be prohibited by law from so acting, the Trustee shall act in such capacity as provided aboveherein above provided. In connection with such appointment and assumption of a successor to the Servicer or Special Servicer as described herein, the Trustee may make such arrangements for the compensation of such successor out of payments on Mortgage Loans as it and such successor shall agree; provided, however, that no such compensation with respect to a successor Servicer or successor Special Servicer, as the case may be, shall be in excess of that permitted the terminated Servicer or Special Servicer, as the case may be, hereunder. The Trustee Trustee, the Servicer or the Special Servicer (whichever is not the terminated party) and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. (b) In connection . Any costs and expenses associated with the appointment of a successor Servicer or the assumption transfer of the duties of the Servicer, as specified in Section 8.05(a), the Trustee may make such arrangements for the compensation of such successor out of payments on Mortgage Loans serviced servicing function (other than with respect to a termination without cause) under this Agreement shall be borne by the predecessor Servicer as it and such successor shall agree; provided, however, that any Person assuming the duties of the Servicer shall pay to such predecessor an amount equal to the market value of the portion of the Servicing Fee that will accrue in the future due to the Servicing Fee Rate exceeding 0.25% per annum with respect to any Mortgage Loan. The "market value" of such portion of the Servicing Fee shall be determined by Bank of America, N.A., on the basis of at least two quotations from third parties actively engaged in the servicing of single-family mortgage loans. If the successor Servicer does not agree that such market value is a fair price, such successor shall obtain two quotations of market value from third parties actively engaged in the servicing of single-family mortgage loans. The market value of the excess portion of the Servicing Fee will then be equal to the average of (i) the lowest figure obtained by Bank of America, N.A., and (ii) the highest figure obtained by the successor Servicer. Payment of the amount calculated above shall be made to Bank of America, N.A., by the successor Servicer no later than the last Business Day of the month in which such successor Servicer becomes entitled to receive the Servicing Fee under this Agreement. In no event will any portion of the Trust Estate be used to pay amounts due to Bank of America, N.A. under this Section 8.05(b). (c) Any successor, including the Trustee, to the Servicer as servicer shall during the term of its service as servicer maintain in force (i) a policy or policies of insurance covering errors and omissions in the performance of its obligations as servicer hereunder and (ii) a fidelity bond in respect of its officers, employees and agents to the same extent as the Servicer is so required pursuant to Section 3.03.

Trustee to Act; Appointment of Successor. (a) On and after the time the Master Servicer, the Special Servicer or the REMIC Administrator resigns pursuant to clause (ii) of the first sentence of Section 6.04 or receives a notice of termination pursuant to Section 8.017.01, the Trustee shall be the successor in all respects to the Master Servicer, the Special Servicer or (unless it has also been acting as such) the REMIC Administrator, as the case may be, in its capacity as servicer such under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto and arising thereafter placed on the Master Servicer, the Special Servicer or the REMIC Administrator, as the case may be, by the terms and provisions hereof hereof, including, without limitation, if the Master Servicer is the resigning or terminated party, the Master Servicer's obligation to make P&I Advances; provided that any failure to perform such duties or responsibilities caused by the Master Servicer's, the Special Servicer's or the REMIC Administrator's, as the case may be, failure to cooperate or to provide information or monies required by Section 7.01 shall appoint not be considered a default by the Trustee hereunder. Neither the Trustee nor any other successor shall be liable for any of the representations and warranties of the resigning or terminated party or for any losses incurred by the resigning or terminated party pursuant to Section 3.073.06 hereunder nor shall the Trustee nor any other successor be required to purchase any Mortgage Loan hereunder. Notwithstanding anything provided herein to the contrary, under no circumstances shall any provision of this Agreement be construed to require the Trustee, acting in its capacity as successor to the Servicer in its obligation to make Advances, to advance, expend or risk its own funds or otherwise incur any financial liability in the performance of its duties hereunder if it shall have reasonable grounds for believing that such funds are non-recoverable. Subject to Section 8.05(b), as As compensation therefor, the Trustee shall be entitled to such all fees and other compensation as (subject to Section 3.11) that the resigning or terminated Servicer party would have been entitled to hereunder for future services rendered if no such notice of termination the resigning or terminated party had been givencontinued to act hereunder. Notwithstanding the above, the Trustee may, if it shall be unwilling to so to act, or shall, if it is legally unable to so to act, or is not approved by each and every Rating Agency as an acceptable master servicer or special servicer, as the case may be, of commercial mortgage loans; or if the Directing Certificateholder or if the Holders of Certificates entitled to at least 51% of the Voting Rights so request in writing to the Trustee; or if the REMIC Administrator is the resigning or terminated party and the Trustee had been acting in such capacity, promptly appoint, or petition a court of competent jurisdiction to appoint, any established housing and home finance qualified institution having as the successor to the Master Servicer, the Special Servicer or the REMIC Administrator, as the case may be, hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer, the Special Servicer or the REMIC Administrator, as the case may be, hereunder; provided, in the case of a successor Master Servicer, such successor has been approved by the Directing Certificateholder, which consent with respect to the Master Servicer shall not be unreasonably withheld or delayed; provided that such appointment does not result in the downgrading, qualification (if applicable) or withdrawal of any rating then assigned by any Rating Agency to any Class of Certificates (as evidenced by written confirmation thereof from each Rating Agency); provided further that in the case of a resigning or terminated Special Servicer, such appointment shall be subject to the rights of the Majority Certificateholder of the Controlling Class to designate a successor pursuant to Section 3.23. No appointment of a successor to the Master Servicer, the Special Servicer or the REMIC Administrator hereunder shall be effective until the assumption of the successor to such party of all its responsibilities, duties and liabilities hereunder. Pending appointment of a successor to the Master Servicer, the Special Servicer or the REMIC Administrator hereunder, the Trustee shall act in such capacity as hereinabove provided. Notwithstanding the above, the Trustee shall, if the Master Servicer is the resigning or terminated party and the Trustee is prohibited by law or regulation from making P&I Advances, promptly appoint any established mortgage loan servicing institution that has a net worth of not less than $10,000,000 15,000,000 and is otherwise acceptable to each Rating Agency (as evidenced by written confirmation therefrom to the effect that the appointment of such institution would not cause the qualification, downgrading or withdrawal of the then current rating on any Class of Certificates), as the successor to the terminated Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunderhereunder (including, without limitation, the obligation to make P&I Advances), which appointment will become effective immediately. Subject to Section 3.11 and 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 or in respect of the Mortgage Loans or otherwise as it and such successor shall agree; provided, however, that (i) any no such institution appointed as successor Servicer compensation shall not, as evidenced be in writing by each Rating Agency, adversely affect excess of that permitted the then current rating of any Class of Certificates immediately prior to the termination of the resigning or terminated Servicerparty hereunder. The appointment of a successor Servicer shall not affect any liability of the predecessor Servicer which may have arisen under this Agreement prior to its termination as Servicer, nor shall any successor Servicer be liable for any acts or omissions of the predecessor Servicer or for any breach by the Servicer of any of its representations or warranties contained herein or in any related document or agreement. Pending appointment of a successor to the terminated Servicer hereunder, unless the Trustee is prohibited by law from so actingDepositor, the Trustee shall act in such capacity as provided above. The Trustee and Trustee, such successor and each other party hereto shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. (b) In connection . Any costs and expenses associated with the appointment transfer of a successor the foregoing functions under this Agreement (other than the set-up costs of the successor) shall be borne by the predecessor Master Servicer, Special Servicer or the assumption REMIC Administrator, as applicable, and, if not paid by such predecessor Master Servicer, Special Servicer or REMIC Administrator within 30 days of its receipt of an invoice therefor, shall be an expense of the duties of the Trust; provided that such predecessor Master Servicer, as specified in Section 8.05(a)Special Servicer or REMIC Administrator shall reimburse the Trust for any such expense so incurred by the Trust; and provided, further, that if the Trustee is directed to do so by the Directing Certificateholder, the Trustee may shall pursue any remedy against any party obligated to make such arrangements for the compensation of such successor out of payments on Mortgage Loans serviced by the predecessor Servicer as it and such successor shall agree; provided, however, that any Person assuming the duties of the Servicer shall pay to such predecessor an amount equal to the market value of the portion of the Servicing Fee that will accrue in the future due to the Servicing Fee Rate exceeding 0.25% per annum with respect to any Mortgage Loan. The "market value" of such portion of the Servicing Fee shall be determined by Bank of America, N.A., on the basis of at least two quotations from third parties actively engaged in the servicing of single-family mortgage loans. If the successor Servicer does not agree that such market value is a fair price, such successor shall obtain two quotations of market value from third parties actively engaged in the servicing of single-family mortgage loans. The market value of the excess portion of the Servicing Fee will then be equal to the average of (i) the lowest figure obtained by Bank of America, N.A., and (ii) the highest figure obtained by the successor Servicer. Payment of the amount calculated above shall be made to Bank of America, N.A., by the successor Servicer no later than the last Business Day of the month in which such successor Servicer becomes entitled to receive the Servicing Fee under this Agreement. In no event will any portion of the Trust Estate be used to pay amounts due to Bank of America, N.A. under this Section 8.05(b)reimbursement. (c) Any successor, including the Trustee, to the Servicer as servicer shall during the term of its service as servicer maintain in force (i) a policy or policies of insurance covering errors and omissions in the performance of its obligations as servicer hereunder and (ii) a fidelity bond in respect of its officers, employees and agents to the same extent as the Servicer is so required pursuant to Section 3.03.

Trustee to Act; Appointment of Successor. (a) On and after the time the Master Servicer or the Special Servicer resigns pursuant to Section 6.04(a) (and a successor Master Servicer or Special Servicer, as applicable, has not been appointed by the resigning Master Servicer or Special Servicer, as applicable, under Section 6.04), or receives a notice of termination pursuant to Section 8.017.01, 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 servicer such under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto and arising thereafter placed on the Master Servicer or the Special Servicer, as the case may be, by the terms and provisions hereof hereof, including, if the Master Servicer is the resigning or shall appoint a successor pursuant to Section 3.07. Notwithstanding anything provided herein to terminated party, the contrary, under no circumstances shall any provision of this Agreement be construed to require the Trustee, acting in its capacity as successor to the Servicer in its Master Servicer’s obligation to make Advances; provided, however, that (i) any failure to perform such duties or responsibilities caused by the failure of the Master Servicer or the Special Servicer, as the case may be, to advance, expend cooperate or risk its own funds to provide information or otherwise incur any financial liability monies as required by Section 7.01 shall not be considered a default by the Trustee hereunder and (ii) in the performance case of its duties hereunder a terminated Master Servicer, the Trustee shall cease to act as successor Master Servicer if it shall have reasonable grounds for believing that such funds are non-recoverable. Subject an alternative successor is appointed pursuant to Section 8.05(b7.01(c), as . Neither the Trustee nor any other successor shall be liable for any of the representations and warranties of the resigning or terminated party or for any losses incurred by the resigning or terminated party pursuant to Section 3.06 hereunder nor shall the Trustee or any other successor be required to purchase any Mortgage Loan hereunder. As compensation therefor, the Trustee shall be entitled to such all fees and other compensation as which the resigning or terminated Servicer party would have been entitled to hereunder for future services rendered if no such notice of termination the resigning or terminated party had been givencontinued to act hereunder. Notwithstanding the above, if it is unwilling to so act, the Trustee may, if it shall be unwilling so to act, or shallmay (and, if it is legally unable to so to act, or if the Trustee is not approved as an acceptable master servicer or special servicer, as the case may be, by each Rating Agency, or if the Holders of Certificates entitled to a majority of all the Voting Rights (determined without notionally reducing the Class Principal Balances of the Certificates by any Appraisal Reduction Amounts) (or, alternatively, if a Servicer Termination Event on the part of the Special Servicer has occurred during a Subordinate Control Period, the Subordinate Class Representative) so requests in writing, the Trustee shall), promptly appoint, or petition a court of competent jurisdiction to appoint, any established housing and home finance qualified institution having a net worth of not less than $10,000,000 as the successor to the resigning or terminated Master Servicer or Special Servicer, as the case may be, hereunder 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 (i) any such institution appointed as successor Servicer shall not, as evidenced in writing by appointment is the subject of a Rating Agency Confirmation from each Rating Agency (and, if applicable, each Pari Passu Companion Rating Agency, adversely affect ); and (ii) if such successor (in the then current rating of any Class of Certificates immediately prior to the termination of the terminated Servicer. The appointment case of a successor to the resigning or terminated Master Servicer) does not have the Master Servicer rating from Fitch that is “CMS2” or above, such successor is reasonably acceptable to the Subordinate Class Representative and, if such successor has a master servicer rating from Fitch that is “CMS2” or above, the Subordinate Class Representative shall have been consulted with respect to the identity of (although it need not affect any liability of the predecessor Servicer which may have arisen under this Agreement prior to its termination as Servicer, nor shall any successor Servicer be liable for any acts or omissions of the predecessor Servicer or for any breach by the Servicer of any of its representations or warranties contained herein or in any related document or agreementapproved) such successor. Pending No appointment of a successor to the terminated Master Servicer or the Special Servicer hereunder shall be effective until the assumption by such successor of all its responsibilities, duties and liabilities hereunder, unless the Trustee is prohibited by law from so actingand pending such appointment and assumption, the Trustee shall act in such capacity as provided abovehereinabove provided. The In connection with any such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on the Mortgage Loans 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, such successor and each other party hereto shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. (b) In connection with the appointment of a successor Servicer or the assumption of the duties of the Servicer, as specified in Section 8.05(a), . If the Trustee may make such arrangements for the compensation of such or an Affiliate acts pursuant to this Section 7.02 as successor out of payments on Mortgage Loans serviced by the predecessor Servicer as it and such successor shall agree; provided, however, that any Person assuming the duties of the Servicer shall pay to such predecessor an amount equal to the market value of resigning or terminated Master Servicer and if the portion of the Servicing Fee that will accrue in the future due to the Excess Servicing Fee Rate exceeding 0.25% is a rate per annum with respect to any Mortgage Loan. The "market value" of such portion of that is greater than zero (0) basis points, it may reduce the Excess Servicing Fee shall Rate to the extent that the Trustee’s or such Affiliate’s compensation as successor Master Servicer would otherwise be determined by Bank of America, N.A., on below the basis of at least two quotations from third parties actively engaged in the market rate servicing of single-family mortgage loanscompensation. If the Trustee elects to appoint a successor to the resigning or terminated Master Servicer does not agree that such market value is a fair priceother than itself or an Affiliate pursuant to this Section 7.02, such successor shall obtain two quotations of market value from third parties actively engaged it may reduce the Excess Servicing Fee Rate to the extent reasonably necessary (in the servicing of single-family mortgage loans. The market value sole discretion of the excess portion Trustee) for the Trustee to appoint a qualified successor Master Servicer that meets the requirements of the Servicing Fee will then be equal to the average of (i) the lowest figure obtained by Bank of America, N.A., and (ii) the highest figure obtained by the successor Servicer. Payment of the amount calculated above shall be made to Bank of America, N.A., by the successor Servicer no later than the last Business Day of the month in which such successor Servicer becomes entitled to receive the Servicing Fee under this Agreement. In no event will any portion of the Trust Estate be used to pay amounts due to Bank of America, N.A. under this Section 8.05(b)7.02. (c) Any successor, including the Trustee, to the Servicer as servicer shall during the term of its service as servicer maintain in force (i) a policy or policies of insurance covering errors and omissions in the performance of its obligations as servicer hereunder and (ii) a fidelity bond in respect of its officers, employees and agents to the same extent as the Servicer is so required pursuant to Section 3.03.

Trustee to Act; Appointment of Successor. (a) On and after the time the Master Servicer receives a notice of termination pursuant to Section 8.01, 8.01 hereof the Trustee shall be automatically become the successor in all respects to the Master Servicer in its capacity as servicer under this Agreement and with respect to the transactions set forth or provided for herein and after a transition period (not to exceed 90 days), shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof or shall appoint a successor hereof; provided, however that, pursuant to Section 3.07. Notwithstanding anything provided herein to Article V hereof, the contrary, under no circumstances shall any provision of this Agreement be construed to require the Trustee, acting Trustee in its capacity as successor Master Servicer shall be responsible for making any Advances required to be made by the Master Servicer in its obligation immediately upon the termination of the Master Servicer and any such Advance shall be made on the Distribution Date on which such Advance was required to make Advances, to advance, expend or risk its own funds or otherwise incur any financial liability in be made by the performance predecessor Master Servicer. Effective on the date of its duties hereunder if it shall have reasonable grounds for believing that such funds are non-recoverable. Subject to Section 8.05(b)notice of termination, as compensation therefor, the Trustee shall be entitled to such compensation as all compensation, reimbursement of expenses and indemnification that the terminated Master Servicer would have been entitled to hereunder if no such notice it had continued to act hereunder, provided, however, that the Trustee shall not be (i) liable for any acts or omissions of termination had been giventhe Master Servicer, (ii) obligated to make Advances if it is prohibited from doing so under applicable law, (iii) responsible for expenses of the Master Servicer pursuant to Section 2.03 or (iv) obligated to deposit losses on any Permitted Investment directed by the Master Servicer. Notwithstanding the aboveforegoing, the Trustee may, if it shall be unwilling to so to act, or shall, if it is legally prohibited by applicable law from making Advances pursuant to Article V or if it is otherwise unable to so to act, appoint, or petition a court of competent jurisdiction to appoint, any established housing and home finance mortgage loan servicing institution having a net worth the appointment of which does not less than $10,000,000 adversely affect the then current rating of the Certificates by each Rating Agency as the successor to the terminated 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 . Any Successor Master Servicer shall (i) any such be an institution appointed that is a ▇▇▇▇▇▇ Mae and ▇▇▇▇▇▇▇ Mac approved seller/servicer in good standing, that has a net worth of at least $15,000,000, (ii) be acceptable to the Trustee (which consent shall not be unreasonably withheld) and (iii) be willing to act as successor servicer of any Mortgage Loans under this Agreement, and shall have executed and delivered to the Depositor and the Trustee an agreement accepting such delegation and assignment, that contains an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of the Master Servicer (other than any liabilities of the Master Servicer hereof incurred prior to termination of the Master Servicer under Section 8.01 or as otherwise set forth herein), with like effect as if originally named as a party to this Agreement, provided that each Rating Agency shall not, as evidenced have acknowledged in writing by each Rating Agency, adversely affect the then current that its rating of any Class of the Certificates in effect immediately prior to such assignment and delegation will not be qualified or reduced as a result of such assignment and delegation. If the termination Trustee assumes the duties and responsibilities of the terminated Servicer. The appointment of a successor Master Servicer in accordance with this Section 8.02, the Trustee shall not affect any liability of the predecessor resign as Master Servicer which may have arisen under this Agreement prior to its termination as Servicer, nor shall any successor until a Successor Master Servicer be liable for any acts or omissions of the predecessor Servicer or for any breach by the Servicer of any of its representations or warranties contained herein or in any related document or agreementhas been appointed and has accepted such appointment. Pending appointment of a successor to the terminated Master Servicer hereunder, the Trustee, unless the Trustee is prohibited by law from so acting, the Trustee shall act in such capacity as provided abovehereinabove provided. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. (b) In connection with the such appointment of a successor Servicer or the assumption of the duties of the Servicer, as specified in Section 8.05(a)and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on Mortgage Loans serviced by the predecessor Servicer or otherwise as it and such successor shall agree; provided, however, provided that any Person assuming no such compensation unless agreed to by the duties of the Servicer shall pay to such predecessor an amount equal to the market value of the portion of the Servicing Fee that will accrue in the future due to the Servicing Fee Rate exceeding 0.25% per annum with respect to any Mortgage Loan. The "market value" of such portion of the Servicing Fee Certificateholders shall be determined by Bank in excess of America, N.A., on that permitted the basis of at least two quotations from third parties actively engaged in the servicing of single-family mortgage loans. If the successor Servicer does not agree that such market value is a fair price, such successor shall obtain two quotations of market value from third parties actively engaged in the servicing of single-family mortgage loans. The market value of the excess portion of the Servicing Fee will then be equal to the average of (i) the lowest figure obtained by Bank of America, N.A., and (ii) the highest figure obtained by the successor Servicer. Payment of the amount calculated above shall be made to Bank of America, N.A., by the successor Servicer no later than the last Business Day of the month in which such successor Servicer becomes entitled to receive the Servicing Fee under this Agreement. In no event will any portion of the Trust Estate be used to pay amounts due to Bank of America, N.A. under this Section 8.05(b). (c) Any successor, including the Trustee, to the Servicer as servicer shall during the term of its service as servicer maintain in force (i) a policy or policies of insurance covering errors and omissions in the performance of its obligations as servicer hereunder and (ii) a fidelity bond in respect of its officers, employees and agents to the same extent as the Servicer is so required pursuant to Section 3.03.155

Trustee to Act; Appointment of Successor. (a) On and after the time the Master Servicer, the Special Servicer or the REMIC Administrator resigns pursuant to clause (ii) of the first sentence of Section 6.04 or receives a notice of termination pursuant to Section 8.017.01, the Trustee shall be the successor in all respects to the Master Servicer, the Special Servicer or (unless it has also been acting as such) the REMIC Administrator, as the case may be, in its capacity as servicer such under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto and arising thereafter placed on the Master Servicer, the Special Servicer or the REMIC Administrator, as the case may be, by the terms and provisions hereof hereof, including, without limitation, if the Master Servicer is the resigning or terminated party, the Master Servicer's obligation to make P&I Advances; provided that any failure to perform such duties or responsibilities caused by the Master Servicer's, the Special Servicer's or the REMIC Administrator's, as the case may be, failure to cooperate or to provide information or monies required by Section 7.01 shall appoint not be considered a default by the Trustee hereunder. Neither the Trustee nor any other successor shall be liable for any of the representations and warranties of the resigning or terminated party or for any losses incurred by the resigning or terminated party pursuant to Section 3.073.06 hereunder nor shall the Trustee nor any other successor be required to purchase any Mortgage Loan hereunder. Notwithstanding anything provided herein to the contrary, under no circumstances shall any provision of this Agreement be construed to require the Trustee, acting in its capacity as successor to the Servicer in its obligation to make Advances, to advance, expend or risk its own funds or otherwise incur any financial liability in the performance of its duties hereunder if it shall have reasonable grounds for believing that such funds are non-recoverable. Subject to Section 8.05(b), as As compensation therefor, the Trustee shall be entitled to such compensation as all fees and other compensation, (subject to Section 3.11) which the resigning or terminated Servicer party would have been entitled to hereunder for future services rendered if no such notice of termination the resigning or terminated party had been givencontinued to act hereunder. Notwithstanding the above, the Trustee may, if it shall be unwilling to so to act, or shall, if it is legally unable to so to act, or is not approved by each and every Rating Agency as an acceptable master servicer or special servicer, as the case may be, of commercial mortgage loans; or if the Directing Certificateholder or if the Holders of Certificates entitled to at least 51% of the Voting Rights so request in writing to the Trustee; or if the REMIC Administrator is the resigning or terminated party and the Trustee had been acting in such capacity, promptly appoint, or petition a court of competent jurisdiction to appoint, any established housing and home finance qualified institution having as the successor to the Master Servicer, the Special Servicer or the REMIC Administrator, as the case may be, hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer, the Special Servicer or the REMIC Administrator, as the case may be, hereunder; provided, in the case of a successor Master Servicer, such successor has been approved by the Directing Certificateholder, which consent with respect to the Master Servicer shall not be unreasonably withheld or delayed; provided that such appointment does not result in the downgrading, qualification (if applicable) or withdrawal of any rating then assigned by any Rating Agency to any Class of Certificates (as evidenced by written confirmation thereof from each Rating Agency); provided further that in the case of a resigning or terminated Special Servicer, such appointment shall be subject to the rights of the Majority Certificateholder of the Controlling Class to designate a successor pursuant to Section 3.23. No appointment of a successor to the Master Servicer, the Special Servicer or the REMIC Administrator hereunder shall be effective until the assumption of the successor to such party of all its responsibilities, duties and liabilities hereunder. Pending appointment of a successor to the Master Servicer, the Special Servicer or the REMIC Administrator hereunder, the Trustee shall act in such capacity as hereinabove provided. Notwithstanding the above, the Trustee shall, if the Master Servicer is the resigning or terminated party and the Trustee is prohibited by law or regulation from making P&I Advances, promptly appoint any established mortgage loan servicing institution that has a net worth of not less than $10,000,000 15,000,000 and is otherwise acceptable to each Rating Agency (as evidenced by written confirmation therefrom to the effect that the appointment of such institution would not cause the qualification, downgrading or withdrawal of the then current rating on any Class of Certificates), as the successor to the terminated Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunderhereunder (including, without limitation, the obligation to make P&I Advances), which appointment will become effective immediately. Subject to Section 3.11 and 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 or in respect of the Mortgage Loans or otherwise as it and such successor shall agree; provided, however, that (i) any no such institution appointed as successor Servicer compensation shall not, as evidenced be in writing by each Rating Agency, adversely affect excess of that permitted the then current rating of any Class of Certificates immediately prior to the termination of the resigning or terminated Servicerparty hereunder. The appointment of a successor Servicer shall not affect any liability of the predecessor Servicer which may have arisen under this Agreement prior to its termination as Servicer, nor shall any successor Servicer be liable for any acts or omissions of the predecessor Servicer or for any breach by the Servicer of any of its representations or warranties contained herein or in any related document or agreement. Pending appointment of a successor to the terminated Servicer hereunder, unless the Trustee is prohibited by law from so actingDepositor, the Trustee shall act in such capacity as provided above. The Trustee and Trustee, such successor and each other party hereto shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. (b) In connection . Any costs and expenses associated with the appointment of a successor Servicer or the assumption transfer of the duties foregoing functions under this Agreement (other than the set-up costs of the Servicer, as specified in Section 8.05(a), the Trustee may make such arrangements for the compensation of such successor out of payments on Mortgage Loans serviced successor) shall be borne by the predecessor Master Servicer, Special Servicer or REMIC Administrator, as it applicable, and, if not paid by such predecessor Master Servicer, Special Servicer or REMIC Administrator within thirty (30) days of its receipt of an invoice therefor, shall be an expense of the Trust; provided that such predecessor Master Servicer, Special Servicer or REMIC Administrator shall reimburse the Trust for any such expense so incurred by the Trust; and such successor shall agree; provided, howeverfurther, that any Person assuming the duties Trustee shall decide whether and to what extent it is in the best interest of the Servicer shall pay Certificateholders to pursue any remedy against any party obligated to make such predecessor an amount equal to the market value of the portion of the Servicing Fee that will accrue in the future due to the Servicing Fee Rate exceeding 0.25% per annum with respect to any Mortgage Loan. The "market value" of such portion of the Servicing Fee shall be determined by Bank of America, N.A., on the basis of at least two quotations from third parties actively engaged in the servicing of single-family mortgage loans. If the successor Servicer does not agree that such market value is a fair price, such successor shall obtain two quotations of market value from third parties actively engaged in the servicing of single-family mortgage loans. The market value of the excess portion of the Servicing Fee will then be equal to the average of (i) the lowest figure obtained by Bank of America, N.A., and (ii) the highest figure obtained by the successor Servicer. Payment of the amount calculated above shall be made to Bank of America, N.A., by the successor Servicer no later than the last Business Day of the month in which such successor Servicer becomes entitled to receive the Servicing Fee under this Agreement. In no event will any portion of the Trust Estate be used to pay amounts due to Bank of America, N.A. under this Section 8.05(b)reimbursement. (c) Any successor, including the Trustee, to the Servicer as servicer shall during the term of its service as servicer maintain in force (i) a policy or policies of insurance covering errors and omissions in the performance of its obligations as servicer hereunder and (ii) a fidelity bond in respect of its officers, employees and agents to the same extent as the Servicer is so required pursuant to Section 3.03.

Trustee to Act; Appointment of Successor. (a) On and after the time date on which the Servicer receives a notice of termination pursuant to Section 8.017.01 or the Servicer resigns pursuant to Section 6.04, the Trustee shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and shall have all the transactions set forth or provided for herein rights and shall powers and be subject to all the responsibilities, duties and liabilities relating thereto (including, without limitation, the Servicer’s responsibilities, duties and liabilities as successor to ▇▇▇▇▇▇▇▇▇▇, if it has been so appointed under Section 7.02(c) or (d)) arising on or after such date of termination or resignation placed on the Servicer by the terms and provisions hereof or and thereof, and shall appoint a successor pursuant to Section 3.07. Notwithstanding anything provided have the same limitations on liability herein granted to the contraryServicer; provided, that the Trustee shall not under no any circumstances shall be responsible for any provision representations and warranties or any repurchase obligation of this Agreement be construed to require the Trustee, acting in its capacity as successor to Company or any liability incurred by the Servicer in its obligation prior to such date of termination or resignation and the Trustee shall not be obligated to make Advances, to advance, expend a WMB Monthly P&I Advance or risk its own funds or otherwise incur any financial liability in the performance of its duties hereunder GreenPoint Monthly P&I Advance if it shall have reasonable grounds for believing that such funds are non-recoverableis prohibited by law from so doing. Subject to Section 8.05(b), as As compensation therefor, the Trustee shall be entitled to such all compensation as to which the terminated Servicer would have been entitled if the Servicer had continued to hereunder if no such notice of termination had been givenact hereunder. Notwithstanding the above, the Trustee may, if it shall be unwilling to so to act, or shall, shall if it is legally unable to so to act, appoint, or petition a court of competent jurisdiction to appoint, any established housing and home finance institution having a net worth of not less than $10,000,000 as the successor to the terminated Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder. Pending any such appointment, the Trustee is obligated to act in such capacity. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on WMB Loans (and on the GreenPoint Loans, if the Servicer was acting as successor to ▇▇▇▇▇▇▇▇▇▇ under Section 7.02(c) or (d)) as it and such successor shall agree; provided, however, that (i) any no such institution appointed as successor Servicer shall notcompensation shall, as evidenced in writing by each Rating Agency, adversely affect together with the then current rating of any Class of Certificates immediately prior compensation to the termination Trustee, be in excess of the terminated Servicer. The appointment of a successor Servicer shall not affect any liability of the predecessor Servicer which may have arisen under this Agreement prior to its termination as Servicer, nor shall any successor Servicer be liable for any acts or omissions of the predecessor Servicer or for any breach by that permitted the Servicer of any of its representations or warranties contained herein or in any related document or agreement. Pending appointment of a successor to the terminated Servicer hereunder, unless the Trustee is prohibited by law from so acting, the Trustee shall act in such capacity as provided above. The Trustee and such successor shall take such actionactions, consistent with this Agreement, as shall be necessary to effectuate any such succession. (b) In connection with any termination or resignation of the appointment Servicer or GreenPoint hereunder, in the event that any of the applicable Mortgage Loans are MERS Loans, either (i) the successor servicer (including the Trustee if the Trustee is acting as successor servicer) shall represent and warrant that it is a member of MERS in good standing and shall agree to comply in all material respects with the rules and procedures of MERS in connection with the servicing of the MERS Loans, in which case the predecessor servicer shall cooperate with the successor servicer in registering the transfer of servicing of the MERS Loans to the successor servicer on the MERS® System in accordance with MERS’ rules and procedures, or (ii) if the successor servicer is not a member of MERS, the predecessor servicer shall cooperate with the successor servicer in (A) de-registering the MERS Loans from the MERS® System and (B) causing MERS to execute and deliver an assignment from MERS to the Trust of the Mortgage securing each MERS Loan in recordable form and in the form otherwise provided under clause (X)(iii) of the definition of “Mortgage File” herein and to execute and deliver such other notices, documents and other instruments as may be necessary or desirable to effect such de-registration and assignment. The predecessor servicer shall bear any and all fees of MERS and all fees and costs of preparing and recording any assignments of Mortgages as required under this Section 7.02(b). (c) On and after the date on which ▇▇▇▇▇▇▇▇▇▇ receives a notice of termination pursuant to Section 7.01 or ▇▇▇▇▇▇▇▇▇▇ resigns pursuant to Section 6.04, the Servicer shall be the successor in all respects to GreenPoint under this Agreement and shall have all the rights and powers and be subject to all the responsibilities, duties and liabilities relating thereto arising on or after such date of termination or resignation placed on GreenPoint by the terms and provisions hereof and thereof, and shall have the same limitations on liability herein granted to GreenPoint; provided, that Servicer shall not under any circumstances be responsible for any representations and warranties or any repurchase obligation of GreenPoint or any liability incurred by GreenPoint prior to such date of termination or resignation; provided, further, that if the Trustee is acting as successor Servicer under Section 7.02(a), the Trustee shall not be obligated to make a GreenPoint Monthly P&I Advance if it is prohibited by law from so doing. As compensation therefor, the Servicer shall be entitled to all compensation to which GreenPoint would have been entitled if ▇▇▇▇▇▇▇▇▇▇ had continued to act hereunder. (d) Notwithstanding Section 7.02(c), if the Trustee is acting as successor Servicer under Section 7.02(a), the Trustee may, if it shall be unwilling to act as successor to GreenPoint, or shall if it is unable to so act, appoint, or petition a court of competent jurisdiction to appoint, any established housing and home finance institution having a net worth of not less than $10,000,000 as the successor to ▇▇▇▇▇▇▇▇▇▇ hereunder in the assumption of the duties all or any part of the Servicerresponsibilities, duties or liabilities of ▇▇▇▇▇▇▇▇▇▇ hereunder. Pending any such appointment, the Trustee (if acting as specified in successor Servicer under Section 8.05(a7.02(a)) is obligated to act as successor to ▇▇▇▇▇▇▇▇▇▇. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on Mortgage GreenPoint Loans serviced by the predecessor Servicer as it and such successor shall agree; provided, however, that any Person assuming the duties no such compensation shall be in excess of the Servicer shall pay to such predecessor an amount equal to the market value of the portion of the Servicing Fee that will accrue in the future due to the Servicing Fee Rate exceeding 0.25% per annum with respect to any Mortgage Loanpermitted ▇▇▇▇▇▇▇▇▇▇ hereunder. The "market value" of such portion of the Servicing Fee shall be determined by Bank of America, N.A., on the basis of at least two quotations from third parties actively engaged in the servicing of single-family mortgage loans. If the successor Servicer does not agree that such market value is a fair price, Trustee and such successor shall obtain two quotations of market value from third parties actively engaged in the servicing of single-family mortgage loans. The market value of the excess portion of the Servicing Fee will then be equal to the average of (i) the lowest figure obtained by Bank of Americatake such actions, N.A.consistent with this Agreement, and (ii) the highest figure obtained by the successor Servicer. Payment of the amount calculated above as shall be made necessary to Bank of America, N.A., by the successor Servicer no later than the last Business Day of the month in which effectuate any such successor Servicer becomes entitled to receive the Servicing Fee under this Agreement. In no event will any portion of the Trust Estate be used to pay amounts due to Bank of America, N.A. under this Section 8.05(b)succession. (c) Any successor, including the Trustee, to the Servicer as servicer shall during the term of its service as servicer maintain in force (i) a policy or policies of insurance covering errors and omissions in the performance of its obligations as servicer hereunder and (ii) a fidelity bond in respect of its officers, employees and agents to the same extent as the Servicer is so required pursuant to Section 3.03.

Trustee to Act; Appointment of Successor. (a) On and after the time the Master Servicer receives a notice of termination pursuant to Section 8.01, the Trustee shall be the successor in all respects to the Master Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof or shall appoint a successor pursuant to Section 3.07hereof. Notwithstanding anything provided herein to the contrary, under no circumstances shall any provision of this Agreement Agreement, including but not limited to Section 4.02 herein, be construed to require the Trustee, acting in its capacity as successor to the Master Servicer in its obligation to make Monthly Advances, to advance, expend or risk its own funds or otherwise incur any financial liability in the performance of its duties hereunder if it shall have reasonable grounds for believing that such funds are non-recoverablenonrecoverable. Subject to Section 8.05(b), as As compensation therefor, the Trustee shall be entitled to such compensation as the terminated Master Servicer would have been entitled to hereunder if no such notice of termination had been given. Notwithstanding the above, the Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, appoint, or petition a court of competent jurisdiction to appoint, any established housing and home finance institution having a net worth of not less than $10,000,000 as the successor to the terminated 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 (i) any such institution appointed as successor Master Servicer shall not, not as evidenced in writing by each the Rating Agency, Agency adversely affect the then current rating of any Class of Certificates immediately prior to the termination of the terminated Master Servicer. The appointment of a successor Servicer shall not affect any liability of the predecessor Servicer which may have arisen under this Agreement prior to its termination as Servicer, nor shall any successor Servicer be liable for any acts or omissions of the predecessor Servicer or for any breach by the Servicer of any of its representations or warranties contained herein or in any related document or agreement. Pending appointment of a successor to the terminated Master Servicer hereunder, unless the Trustee is prohibited by law from so acting, the Trustee shall act in such capacity as provided abovehereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on Mortgage Loans as it and such successor shall agree; provided, however, that no such compensation shall be in excess of that permitted the Master Servicer hereunder. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. (b) In connection with the appointment of a successor Servicer or the assumption of the duties of the Servicer, as specified in Section 8.05(a), the Trustee may make such arrangements for the compensation of such successor out of payments on Mortgage Loans serviced by the predecessor Servicer as it and such successor shall agree; provided, however, that any Person assuming the duties of the Servicer shall pay to such predecessor an amount equal to the market value of the portion of the Servicing Fee that will accrue in the future due to the Servicing Fee Rate exceeding 0.25% per annum with respect to any Mortgage Loan. The "market value" of such portion of the Servicing Fee shall be determined by Bank of America, N.A., on the basis of at least two quotations from third parties actively engaged in the servicing of single-family mortgage loans. If the successor Servicer does not agree that such market value is a fair price, such successor shall obtain two quotations of market value from third parties actively engaged in the servicing of single-family mortgage loans. The market value of the excess portion of the Servicing Fee will then be equal to the average of (i) the lowest figure obtained by Bank of America, N.A., and (ii) the highest figure obtained by the successor Servicer. Payment of the amount calculated above shall be made to Bank of America, N.A., by the successor Servicer no later than the last Business Day of the month in which such successor Servicer becomes entitled to receive the Servicing Fee under this Agreement. In no event will any portion of the Trust Estate be used to pay amounts due to Bank of America, N.A. under this Section 8.05(b). (c) Any successor, including the Trustee, to the Master Servicer as servicer shall during the term of its service as servicer maintain in force (i) a policy or policies of insurance covering errors and omissions in the performance of its obligations as servicer hereunder and (ii) a fidelity bond in respect of its officers, employees and agents to the same extent as the Master Servicer is so required pursuant to Section 3.033.08.

Trustee to Act; Appointment of Successor. (a) On and after the time the Master Servicer, the Special Servicer or the REMIC Administrator resigns pursuant to clause (ii) of the first sentence of Section 6.04 or receives a notice of termination pursuant to Section 8.017.01, the Trustee shall be the successor in all respects to the Master Servicer, the Special Servicer or (unless it has also been acting as such) the REMIC Administrator, as the case may be, in its capacity as servicer such under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto and arising thereafter placed on the Master Servicer, the Special Servicer or the REMIC Administrator, as the case may be, by the terms and provisions hereof hereof, including, without limitation, if the Master Servicer is the resigning or terminated party, the Master Servicer's obligation to make P&I Advances; provided that any failure to perform such duties or responsibilities caused by the Master Servicer's, the Special Servicer's or the REMIC Administrator's, as the case may be, failure to cooperate or to provide information or monies required by Section 7.01 shall appoint not be considered a default by the Trustee hereunder. Neither the Trustee nor any other successor shall be liable for any of the representations and warranties of the resigning or terminated party or for any losses incurred by the resigning or terminated party pursuant to Section 3.073.06 hereunder nor shall the Trustee nor any other successor be required to purchase any Mortgage Loan hereunder. Notwithstanding anything provided herein to the contrary, under no circumstances shall any provision of this Agreement be construed to require the Trustee, acting in its capacity as successor to the Servicer in its obligation to make Advances, to advance, expend or risk its own funds or otherwise incur any financial liability in the performance of its duties hereunder if it shall have reasonable grounds for believing that such funds are non-recoverable. Subject to Section 8.05(b), as As compensation therefor, the Trustee shall be entitled to such all fees and other compensation as (subject to Section 3.11), that the resigning or terminated Servicer party would have been entitled to hereunder for future services rendered if no such notice of termination the resigning or terminated party had been givencontinued to act hereunder. Notwithstanding the above, the Trustee may, if it shall be unwilling to so to act, or shall, if it is legally unable to so to act, or is not approved by each and every Rating Agency as an acceptable master servicer or special servicer, as the case may be, of commercial mortgage loans; or if the Directing Certificateholder or if the Holders of Certificates entitled to at least 51% of the Voting Rights so request in writing to the Trustee; or if the REMIC Administrator is the resigning or terminated party and the Trustee had been acting in such capacity, promptly appoint, or petition a court of competent jurisdiction to appoint, any established housing and home finance qualified institution having as the successor to the Master Servicer, the Special Servicer or the REMIC Administrator, as the case may be, hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer, the Special Servicer or the REMIC Administrator, as the case may be, hereunder; provided, in the case of a successor Master Servicer, such successor has been approved by the Directing Certificateholder, which consent with respect to the Master Servicer shall not be unreasonably withheld or delayed; provided that such appointment does not result in the downgrading, qualification (if applicable) or withdrawal of any rating then assigned by any Rating Agency to any Class of Certificates (as evidenced by written confirmation thereof from each Rating Agency); provided further that in the case of a resigning or terminated Special Servicer, such appointment shall be subject to the rights of the Majority Certificateholder of the Controlling Class to designate a successor pursuant to Section 3.23. No appointment of a successor to the Master Servicer, the Special Servicer or the REMIC Administrator hereunder shall be effective until the assumption of the successor to such party of all its responsibilities, duties and liabilities hereunder. Pending appointment of a successor to the Master Servicer, the Special Servicer or the REMIC Administrator hereunder, the Trustee shall act in such capacity as hereinabove provided. Notwithstanding the above, the Trustee shall, if the Master Servicer is the resigning or terminated party and the Trustee is prohibited by law or regulation from making P&I Advances, promptly appoint any established mortgage loan servicing institution that has a net worth of not less than $10,000,000 15,000,000 and is otherwise acceptable to each Rating Agency (as evidenced by written confirmation therefrom to the effect that the appointment of such institution would not cause the qualification, downgrading or withdrawal of the then current rating on any Class of Certificates), as the successor to the terminated Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunderhereunder (including, without limitation, the obligation to make P&I Advances), which appointment will become effective immediately. Subject to Section 3.11 and 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 or in respect of the Mortgage Loans or otherwise as it and such successor shall agree; provided, however, that (i) any no such institution appointed as successor Servicer compensation shall not, as evidenced be in writing by each Rating Agency, adversely affect excess of that permitted the then current rating of any Class of Certificates immediately prior to the termination of the resigning or terminated Servicerparty hereunder. The appointment of a successor Servicer shall not affect any liability of the predecessor Servicer which may have arisen under this Agreement prior to its termination as Servicer, nor shall any successor Servicer be liable for any acts or omissions of the predecessor Servicer or for any breach by the Servicer of any of its representations or warranties contained herein or in any related document or agreement. Pending appointment of a successor to the terminated Servicer hereunder, unless the Trustee is prohibited by law from so actingDepositor, the Trustee shall act in such capacity as provided above. The Trustee and Trustee, such successor and each other party hereto shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. (b) In connection . Any costs and expenses associated with the appointment transfer of a successor the foregoing functions under this Agreement (other than the set-up costs of the successor) shall be borne by the predecessor Master Servicer, Special Servicer or the assumption REMIC Administrator, as applicable, and, if not paid by such predecessor Master Servicer, Special Servicer or REMIC Administrator within 30 days of its receipt of an invoice therefor, shall be an expense of the duties of the Trust; provided that such predecessor Master Servicer, as specified in Section 8.05(a)Special Servicer or REMIC Administrator shall reimburse the Trust for any such expense so incurred by the Trust; and provided, further, that if the Trustee is directed to do so by the Directing Certificateholder, the Trustee may shall pursue any remedy against any party obligated to make such arrangements for the compensation of such successor out of payments on Mortgage Loans serviced by the predecessor Servicer as it and such successor shall agree; provided, however, that any Person assuming the duties of the Servicer shall pay to such predecessor an amount equal to the market value of the portion of the Servicing Fee that will accrue in the future due to the Servicing Fee Rate exceeding 0.25% per annum with respect to any Mortgage Loan. The "market value" of such portion of the Servicing Fee shall be determined by Bank of America, N.A., on the basis of at least two quotations from third parties actively engaged in the servicing of single-family mortgage loans. If the successor Servicer does not agree that such market value is a fair price, such successor shall obtain two quotations of market value from third parties actively engaged in the servicing of single-family mortgage loans. The market value of the excess portion of the Servicing Fee will then be equal to the average of (i) the lowest figure obtained by Bank of America, N.A., and (ii) the highest figure obtained by the successor Servicer. Payment of the amount calculated above shall be made to Bank of America, N.A., by the successor Servicer no later than the last Business Day of the month in which such successor Servicer becomes entitled to receive the Servicing Fee under this Agreement. In no event will any portion of the Trust Estate be used to pay amounts due to Bank of America, N.A. under this Section 8.05(b)reimbursement. (c) Any successor, including the Trustee, to the Servicer as servicer shall during the term of its service as servicer maintain in force (i) a policy or policies of insurance covering errors and omissions in the performance of its obligations as servicer hereunder and (ii) a fidelity bond in respect of its officers, employees and agents to the same extent as the Servicer is so required pursuant to Section 3.03.

Trustee to Act; Appointment of Successor. (a) On and after the time the Servicer receives a notice of termination pursuant to Section 8.018.01 hereof or resigns pursuant to Section 7.04 hereof, subject to the provisions of Section 3.06 hereof, the Trustee shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and with respect to the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof or shall appoint a successor pursuant to Section 3.07. Notwithstanding anything hereof, provided herein to that neither the contrary, under no circumstances shall Trustee nor any provision of this Agreement be construed to require the Trustee, acting in its capacity as other successor to the Servicer in its obligation pursuant to make Advancesthis Section 8.02 shall be deemed to have made any representation or warranty made by the Servicer, shall be obligated to advanceeffect any repurchase or substitute of any Mortgage Loan, expend or risk its own funds or otherwise incur any financial liability in the performance of its duties hereunder if it shall have reasonable grounds any responsibility for believing that such funds are non-recoverablean act or omission of any predecessor Servicer. Subject to Section 8.05(b), as As compensation therefor, the Trustee shall be entitled to such compensation as all funds relating to the terminated Mortgage Loans that the Servicer would have been entitled to charge to the related Custodial Account if the Servicer had continued to act hereunder (except that the terminated Servicer shall retain the right to be reimbursed for advances (including, without limitation, Monthly Advances) theretofore made by the Servicer with respect to which it would be entitled to be reimbursed if no such notice of termination it had not been givenso terminated as Servicer). Notwithstanding the aboveforegoing, if the Trustee has become the successor to the Servicer in accordance with this Section 8.02, the Trustee may, if it shall be unwilling to so to act, or shall, if it is legally unable to so act (exclusive of the obligations with respect to actMonthly Advances), appoint, or petition a court of competent jurisdiction to appoint, any established housing and home finance institution having a net worth mortgage loan servicing institution, the appointment of which does not less than $10,000,000 adversely affect the then current rating of the Certificates, as the successor to the terminated Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder; provided, however, that (i) any such institution appointed as successor Servicer shall not, as evidenced in writing by each Rating Agency, adversely affect the then current rating of any Class of Certificates immediately prior to the termination of the terminated Servicer. The appointment of a successor Servicer shall not affect any liability of the predecessor Servicer which may have arisen under this Agreement prior to its termination as Servicer, nor shall any successor Servicer be liable for any acts or omissions of the predecessor Servicer or for any breach by the Servicer of any of its representations or warranties contained herein or in any related document or agreement. Pending appointment of a successor to the terminated Servicer hereunder, the Trustee, unless the Trustee is prohibited by law from so acting, the Trustee shall act in such capacity as provided aboveherein. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on Mortgage Loans as it and such successor shall agree; provided, however, that no such compensation shall be in excess of that permitted the Servicer hereunder. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. . The Servicer that has been terminated shall, at the request of the Trustee but at the expense of such Servicer, deliver to the assuming party all documents and records relating to each Sub-Servicing Agreement and the related Mortgage Loans and an accounting of amounts collected and held by it and otherwise use its best efforts to effect the orderly and efficient transfer of each Sub-Servicing Agreement to the assuming party. The Servicer shall cooperate with the Trustee and any successor servicer in effecting the termination of the Servicer’s responsibilities and rights hereunder, including without limitation, the transfer to such successor for administration by it of all cash amounts which shall at the time be credited by the Servicer to the Custodial Account or thereafter received with respect to the Mortgage Loans and the Servicer Mortgage Files. Neither the Trustee nor any other successor servicer shall be deemed to be in default hereunder by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof caused by (a) the failure of the Servicer to (i) deliver, or any delay in delivering, cash, documents or records to it, (ii) cooperate as required by this Agreement, or (iii) deliver the Servicer Mortgage Files to the Trustee as required by this Agreement, or (b) In connection with the appointment of a successor Servicer or the assumption of the duties of restrictions imposed by any regulatory authority having jurisdiction over the Servicer, as specified in Section 8.05(a), the Trustee may make such arrangements for the compensation of such . Any successor out of payments on Mortgage Loans serviced by the predecessor Servicer as it and such successor shall agree; provided, however, that any Person assuming the duties of the Servicer shall pay to such predecessor an amount equal to the market value of the portion of the Servicing Fee that will accrue in the future due to the Servicing Fee Rate exceeding 0.25% per annum with respect to any Mortgage Loan. The "market value" of such portion of the Servicing Fee shall be determined by Bank of America, N.A., on the basis of at least two quotations from third parties actively engaged in the servicing of single-family mortgage loans. If the successor Servicer does not agree that such market value is a fair price, such successor shall obtain two quotations of market value from third parties actively engaged in the servicing of single-family mortgage loans. The market value of the excess portion of the Servicing Fee will then be equal to the average of (i) the lowest figure obtained by Bank of America, N.A., and (ii) the highest figure obtained by the successor Servicer. Payment of the amount calculated above shall be made to Bank of America, N.A., by the successor Servicer no later than the last Business Day of the month in which such successor Servicer becomes entitled to receive the Servicing Fee under this Agreement. In no event will any portion of the Trust Estate be used to pay amounts due to Bank of America, N.A. under this Section 8.05(b). (c) Any successor, including the Trustee, to the Servicer as servicer shall during the term of its service as servicer maintain in force (i) a the policy or policies of insurance covering errors and omissions in the performance of its obligations as servicer hereunder and (ii) a fidelity bond in respect of its officers, employees and agents to the same extent as that the Servicer is so required to maintain pursuant to Section 3.037.05 hereof. No termination of the Servicer shall have any affect on the obligations of the Seller hereunder.

Trustee to Act; Appointment of Successor. (a) On and after the time the Master Servicer, the Special Servicer or the REMIC Administrator resigns pursuant to clause (ii) of the first sentence of Section 6.04 or receives a notice of termination pursuant to Section 8.017.01, the Trustee shall be the successor in all respects to the Master Servicer, the Special Servicer or (unless it has also been acting as such) the REMIC Administrator, as the case may be, in its capacity as servicer such under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto and arising thereafter placed on the Master Servicer, the Special Servicer or the REMIC Administrator, as the case may be, by the terms and provisions hereof hereof, including, without limitation, if the Master Servicer is the resigning or terminated party, the Master Servicer's obligation to make P&I Advances; provided that any failure to perform such duties or responsibilities caused by the Master Servicer's, the Special Servicer's or the REMIC Administrator's, as the case may be, failure to cooperate or to provide information or monies required by Section 7.01 shall appoint not be considered a default by the Trustee hereunder. Neither the Trustee nor any other successor shall be liable for any of the representations and warranties of the resigning or terminated party or for any losses incurred by the resigning or terminated party pursuant to Section 3.073.06 hereunder nor shall the Trustee nor any other successor be required to purchase any Mortgage Loan hereunder. Notwithstanding anything provided herein to the contrary, under no circumstances shall any provision of this Agreement be construed to require the Trustee, acting in its capacity as successor to the Servicer in its obligation to make Advances, to advance, expend or risk its own funds or otherwise incur any financial liability in the performance of its duties hereunder if it shall have reasonable grounds for believing that such funds are non-recoverable. Subject to Section 8.05(b), as As compensation therefor, the Trustee shall be entitled to such compensation as all fees and other compensation, (subject to Section 3.11) which the resigning or terminated Servicer party would have been entitled to hereunder for future services rendered if no such notice of termination the resigning or terminated party had been givencontinued to act hereunder. Notwithstanding the above, the Trustee may, if it shall be unwilling to so to act, or shall, if it is legally unable to so to act, or is not approved by each and every Rating Agency as an acceptable master servicer or special servicer, as the case may be, of commercial mortgage loans, or if the Holders of Certificates entitled to at least 51% of the Voting Rights so request in writing to the Trustee, or if the REMIC Administrator is the resigning or terminated party and the Trustee had been acting in such capacity, promptly appoint, or petition a court of competent jurisdiction to appoint, any established housing and home finance qualified institution having a net worth of not less than $10,000,000 as the successor to the terminated Master Servicer, the Special Servicer or the REMIC Administrator, as the case may be, hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer, the Special Servicer or the REMIC Administrator, as the case may be, hereunder; providedprovided that such appointment does not result in the downgrading, however, that qualification (iif applicable) or withdrawal of any such institution appointed as successor Servicer shall not, as evidenced in writing rating then assigned by each any Rating Agency, adversely affect the then current rating of Agency to any Class of Certificates immediately prior to the termination of the terminated Servicer(as evidenced by written confirmation thereof from each Rating Agency). The No appointment of a successor to the Master Servicer, the Special Servicer or the REMIC Administrator hereunder shall not affect any liability be effective until the assumption of the predecessor Servicer which may have arisen under this Agreement prior successor to such party of all its termination as Servicerresponsibilities, nor shall any successor Servicer be liable for any acts or omissions of the predecessor Servicer or for any breach by the Servicer of any of its representations or warranties contained herein or in any related document or agreementduties and liabilities hereunder. Pending appointment of a successor to the terminated Master Servicer, the Special Servicer or the REMIC Administrator hereunder, unless the Trustee is prohibited by law from so acting, the Trustee shall act in such capacity as provided abovehereinabove provided. The Subject to Section 3.11 and 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 or in respect of the Mortgage Loans 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, such successor and each other party hereto shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. (b) In connection . Any costs and expenses associated with the appointment of a successor Servicer or the assumption transfer of the duties foregoing functions under this Agreement (other than the set-up costs of the Servicer, as specified in Section 8.05(a), the Trustee may make such arrangements for the compensation of such successor out of payments on Mortgage Loans serviced successor) shall be borne by the predecessor Master Servicer, Special Servicer or REMIC Administrator, as it applicable, and, if not paid by such predecessor Master Servicer, Special Servicer or REMIC Administrator within thirty days of its receipt of an invoice therefor, shall be an expense of the Trust; provided that such predecessor Master Servicer, Special Servicer or REMIC Administrator shall reimburse the Trust for any such expense so incurred by the Trust; and such successor shall agree; provided, howeverfurther, that any Person assuming the duties Trustee shall decide whether and to what extent it is in the best interest of the Servicer shall pay Certificateholders to pursue any remedy against any party obligated to make such predecessor an amount equal to the market value of the portion of the Servicing Fee that will accrue in the future due to the Servicing Fee Rate exceeding 0.25% per annum with respect to any Mortgage Loan. The "market value" of such portion of the Servicing Fee shall be determined by Bank of America, N.A., on the basis of at least two quotations from third parties actively engaged in the servicing of single-family mortgage loans. If the successor Servicer does not agree that such market value is a fair price, such successor shall obtain two quotations of market value from third parties actively engaged in the servicing of single-family mortgage loans. The market value of the excess portion of the Servicing Fee will then be equal to the average of (i) the lowest figure obtained by Bank of America, N.A., and (ii) the highest figure obtained by the successor Servicer. Payment of the amount calculated above shall be made to Bank of America, N.A., by the successor Servicer no later than the last Business Day of the month in which such successor Servicer becomes entitled to receive the Servicing Fee under this Agreement. In no event will any portion of the Trust Estate be used to pay amounts due to Bank of America, N.A. under this Section 8.05(b)reimbursement. (c) Any successor, including the Trustee, to the Servicer as servicer shall during the term of its service as servicer maintain in force (i) a policy or policies of insurance covering errors and omissions in the performance of its obligations as servicer hereunder and (ii) a fidelity bond in respect of its officers, employees and agents to the same extent as the Servicer is so required pursuant to Section 3.03.

Trustee to Act; Appointment of Successor. (a) On and after the time a Master Servicer or a Special Servicer resigns pursuant to Section 6.04(a) (and a successor Master Servicer or Special Servicer, as applicable, has not been appointed by the resigning Master Servicer or Special Servicer, as applicable, under Section 6.04), or receives a notice of termination pursuant to Section 8.017.01, the Trustee shall be the successor in all respects to that Master Servicer or that Special Servicer, as the Servicer case may be, in its capacity as servicer such under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto and arising thereafter placed on such Master Servicer or such Special Servicer, as the Servicer case may be, by the terms and provisions hereof hereof, including, if such Master Servicer is the resigning or shall appoint a successor pursuant to Section 3.07. Notwithstanding anything provided herein to terminated party, the contrary, under no circumstances shall any provision of this Agreement be construed to require the Trustee, acting in its capacity as successor to the Servicer in its applicable Master Servicer’s obligation to make Advances; provided that (i) any failure to perform such duties or responsibilities caused by the failure of a Master Servicer or a Special Servicer, as the case may be, to advance, expend cooperate or risk its own funds to provide information or otherwise incur any financial liability monies as required by Section 7.01 shall not be considered a default by the Trustee hereunder and (ii) in the performance case of its duties hereunder a terminated Master Servicer, the Trustee shall cease to act as successor Master Servicer if it shall have reasonable grounds for believing that such funds are non-recoverable. Subject an alternative successor is appointed pursuant to Section 8.05(b7.01(c), as . Neither the Trustee nor any other successor shall be liable for any of the representations and warranties of the resigning or terminated party or for any losses incurred by the resigning or terminated party pursuant to Section 3.06 hereunder nor shall the Trustee or any other successor be required to purchase any Mortgage Loan hereunder. As compensation therefor, the Trustee shall be entitled to such all fees and other compensation as which the resigning or terminated Servicer party would have been entitled to hereunder for future services rendered if no such notice of termination the resigning or terminated party had been givencontinued to act hereunder. Notwithstanding the above, if it is unwilling to so act, the Trustee may, if it shall be unwilling so to act, or shallmay (and, if it is legally unable to so to act, or if the Trustee is not approved as an acceptable master servicer or special servicer, as the case may be, by each Rating Agency, or if the Holders of Certificates entitled to a majority of all the Voting Rights (determined without notionally reducing the Class Principal Balances of the Certificates by any Appraisal Reduction Amounts) (or, alternatively, if a Servicer Termination Event on the part of the applicable Special Servicer has occurred during a Subordinate Control Period, the Subordinate Class Representative) so requests in writing, the Trustee shall), promptly appoint, or petition a court of competent jurisdiction to appoint, any established housing and home finance qualified institution having a net worth of not less than $10,000,000 as the successor to the resigning or terminated Master Servicer or Special Servicer, as the case may be, hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of such Master Servicer or such Special Servicer, as the Servicer case may be, hereunder; provided, however, provided that (i) any such institution appointed as successor Servicer shall not, as evidenced in writing by appointment is the subject of a Rating Agency Confirmation from each Rating Agency (and, if applicable pursuant to Section 3.27(k), an analogous rating agency confirmation from each Pari Passu Companion Rating Agency, adversely affect the then current rating of any Class of Certificates immediately prior to the termination of the terminated Servicer). The appointment of a successor Servicer shall not affect any liability of the predecessor Servicer which may have arisen under this Agreement prior to its termination as Servicer, nor shall any successor Servicer be liable for any acts or omissions of the predecessor Servicer or for any breach by the Servicer of any of its representations or warranties contained herein or in any related document or agreement. Pending No appointment of a successor to a Master Servicer or a Special Servicer hereunder shall be effective until the terminated Servicer assumption by such successor of all its responsibilities, duties and liabilities hereunder, unless the Trustee is prohibited by law from so actingand pending such appointment and assumption, the Trustee shall act in such capacity as provided abovehereinabove provided. The In connection with any such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on the Mortgage Loans or otherwise as it and such successor shall agree; provided that no such compensation shall be in excess of that permitted the resigning or terminated party hereunder. The Depositor, the Trustee, such successor and each other party hereto shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. (b) In connection with the appointment of a successor Servicer or the assumption of the duties of the Servicer, as specified in Section 8.05(a), . If the Trustee may make such arrangements for the compensation of such or an Affiliate acts pursuant to this Section 7.02 as successor out of payments on Mortgage Loans serviced by the predecessor Servicer as it and such successor shall agree; provided, however, that any Person assuming the duties of the Servicer shall pay to such predecessor an amount equal to the market value of resigning or terminated Master Servicer and if the portion of the Servicing Fee that will accrue in the future due to the Excess Servicing Fee Rate exceeding 0.25% is a rate per annum with respect to any Mortgage Loan. The "market value" of such portion of that is greater than zero (0) basis points, it may reduce the Excess Servicing Fee shall Rate to the extent that the Trustee’s or such Affiliate’s compensation as successor Master Servicer would otherwise be determined by Bank of America, N.A., on below the basis of at least two quotations from third parties actively engaged in the market rate servicing of single-family mortgage loanscompensation. If the Trustee elects to appoint a successor to the resigning or terminated Master Servicer does not agree that such market value is a fair priceother than itself or an Affiliate pursuant to this Section 7.02, such successor shall obtain two quotations of market value from third parties actively engaged it may reduce the Excess Servicing Fee Rate to the extent reasonably necessary (in the servicing of single-family mortgage loans. The market value sole discretion of the excess portion Trustee) for the Trustee to appoint a qualified successor Master Servicer that meets the requirements of the Servicing Fee will then be equal to the average of (i) the lowest figure obtained by Bank of America, N.A., and (ii) the highest figure obtained by the successor Servicer. Payment of the amount calculated above shall be made to Bank of America, N.A., by the successor Servicer no later than the last Business Day of the month in which such successor Servicer becomes entitled to receive the Servicing Fee under this Agreement. In no event will any portion of the Trust Estate be used to pay amounts due to Bank of America, N.A. under this Section 8.05(b)7.02. (c) Any successor, including the Trustee, to the Servicer as servicer shall during the term of its service as servicer maintain in force (i) a policy or policies of insurance covering errors and omissions in the performance of its obligations as servicer hereunder and (ii) a fidelity bond in respect of its officers, employees and agents to the same extent as the Servicer is so required pursuant to Section 3.03.

Trustee to Act; Appointment of Successor. (a) On and after the time the Master Servicer or the Special Servicer resigns pursuant to Section 6.04(a) (and a successor Master Servicer or Special Servicer, as applicable, has not been appointed by the resigning Master Servicer or Special Servicer, as applicable, under Section 6.04), or receives a notice of termination pursuant to Section 8.017.01, 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 servicer such under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto and arising thereafter placed on the Master Servicer or the Special Servicer, as the case may be, by the terms and provisions hereof hereof, including, if the Master Servicer is the resigning or shall appoint a successor pursuant to Section 3.07. Notwithstanding anything provided herein to terminated party, the contrary, under no circumstances shall any provision of this Agreement be construed to require the Trustee, acting in its capacity as successor to the Servicer in its Master Servicer’s obligation to make Advances; provided, however, that (i) any failure to perform such duties or responsibilities caused by the failure of the Master Servicer or the Special Servicer, as the case may be, to advance, expend cooperate or risk its own funds to provide information or otherwise incur any financial liability monies as required by Section 7.01 shall not be considered a default by the Trustee hereunder and (ii) in the performance case of its duties hereunder a terminated Master Servicer, the Trustee shall cease to act as successor Master Servicer if it shall have reasonable grounds for believing that such funds are non-recoverable. Subject an alternative successor is appointed pursuant to Section 8.05(b7.01(c), as . Neither the Trustee nor any other successor shall be liable for any of the representations and warranties of the resigning or terminated party or for any losses incurred by the resigning or terminated party pursuant to Section 3.06 hereunder nor shall the Trustee or any other successor be required to purchase any Mortgage Loan hereunder. As compensation therefor, the Trustee shall be entitled to such all fees and other compensation as which the resigning or terminated Servicer party would have been entitled to hereunder for future services rendered if no such notice of termination the resigning or terminated party had been givencontinued to act hereunder. Notwithstanding the above, if it is unwilling to so act, the Trustee may, if it shall be unwilling so to act, or shallmay (and, if it is legally unable to so to act, or if the Trustee is not approved as an acceptable master servicer or special servicer, as the case may be, by each Rating Agency, or if the Holders of Certificates entitled to a majority of all the Voting Rights (determined without notionally reducing the Class Principal Balances of the Certificates by any Appraisal Reduction Amounts) (or, alternatively, if a Servicer Termination Event on the part of the Special Servicer has occurred during a Subordinate Control Period, the Subordinate Class Representative) so requests in writing, the Trustee shall), promptly appoint, or petition a court of competent jurisdiction to appoint, any established housing and home finance qualified institution having a net worth of not less than $10,000,000 as the successor to the resigning or terminated Master Servicer or Special Servicer, as the case may be, hereunder 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 (i) any such institution appointed as successor Servicer shall not, as evidenced in writing by appointment is the subject of a Rating Agency Confirmation from each Rating Agency, adversely affect ; and (ii) if such successor (in the then current rating of any Class of Certificates immediately prior to the termination of the terminated Servicer. The appointment case of a successor to the resigning or terminated Master Servicer) does not have the Master Servicer rating from Fitch that is “CMS2” or above, such successor is reasonably acceptable to the Subordinate Class Representative and, if such successor has a master servicer rating from Fitch that is “CMS2” or above, the Subordinate Class Representative shall have been consulted with respect to the identity of (although it need not affect any liability of the predecessor Servicer which may have arisen under this Agreement prior to its termination as Servicer, nor shall any successor Servicer be liable for any acts or omissions of the predecessor Servicer or for any breach by the Servicer of any of its representations or warranties contained herein or in any related document or agreementapproved) such successor. Pending No appointment of a successor to the terminated Master Servicer or the Special Servicer hereunder shall be effective until the assumption by such successor of all its responsibilities, duties and liabilities hereunder, unless the Trustee is prohibited by law from so actingand pending such appointment and assumption, the Trustee shall act in such capacity as provided abovehereinabove provided. The In connection with any such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on the Mortgage Loans 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, such successor and each other party hereto shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. (b) In connection with the appointment of a successor Servicer or the assumption of the duties of the Servicer, as specified in Section 8.05(a), . If the Trustee may make such arrangements for the compensation of such or an Affiliate acts pursuant to this Section 7.02 as successor out of payments on Mortgage Loans serviced by the predecessor Servicer as it and such successor shall agree; provided, however, that any Person assuming the duties of the Servicer shall pay to such predecessor an amount equal to the market value of resigning or terminated Master Servicer and if the portion of the Servicing Fee that will accrue in the future due to the Excess Servicing Fee Rate exceeding 0.25% is a rate per annum with respect to any Mortgage Loan. The "market value" of such portion of that is greater than zero (0) basis points, it may reduce the Excess Servicing Fee shall Rate to the extent that the Trustee’s or such Affiliate’s compensation as successor Master Servicer would otherwise be determined by Bank of America, N.A., on below the basis of at least two quotations from third parties actively engaged in the market rate servicing of single-family mortgage loanscompensation. If the Trustee elects to appoint a successor to the resigning or terminated Master Servicer does not agree that such market value is a fair priceother than itself or an Affiliate pursuant to this Section 7.02, such successor shall obtain two quotations of market value from third parties actively engaged it may reduce the Excess Servicing Fee Rate to the extent reasonably necessary (in the servicing of single-family mortgage loans. The market value sole discretion of the excess portion Trustee) for the Trustee to appoint a qualified successor Master Servicer that meets the requirements of the Servicing Fee will then be equal to the average of (i) the lowest figure obtained by Bank of America, N.A., and (ii) the highest figure obtained by the successor Servicer. Payment of the amount calculated above shall be made to Bank of America, N.A., by the successor Servicer no later than the last Business Day of the month in which such successor Servicer becomes entitled to receive the Servicing Fee under this Agreement. In no event will any portion of the Trust Estate be used to pay amounts due to Bank of America, N.A. under this Section 8.05(b)7.02. (c) Any successor, including the Trustee, to the Servicer as servicer shall during the term of its service as servicer maintain in force (i) a policy or policies of insurance covering errors and omissions in the performance of its obligations as servicer hereunder and (ii) a fidelity bond in respect of its officers, employees and agents to the same extent as the Servicer is so required pursuant to Section 3.03.

Trustee to Act; Appointment of Successor. (a) On and after the time the Servicer receives a notice of termination pursuant to Section 8.018.01 or 7.04, the Trustee shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof or shall appoint a successor pursuant to Section 3.07arising on and after its succession. Notwithstanding anything provided herein to the contrary, under no circumstances shall any provision of this Agreement be construed to require the Trustee, acting in its capacity as successor to the Servicer in its obligation to make Advances, to advance, expend or risk its own funds or otherwise incur any financial liability in the performance of its duties hereunder if it shall have reasonable grounds for believing that such funds are non-recoverable. Subject to Section 8.05(b), as As compensation therefor, the Trustee shall be entitled to such compensation as the terminated Servicer would have been entitled to hereunder if no such notice of termination had been given. Notwithstanding the above, (i) if the Trustee may, if it shall be is unwilling so to actact as successor Servicer, or shall, (ii) if it the Trustee is legally unable so to act, appoint, the Trustee may (in the situation described in clause (i)) or shall (in the situation described in clause (ii)) appoint or petition a court of competent jurisdiction to appoint, any established housing and home finance institution institution, bank or other mortgage loan or home equity loan servicer having a net worth of not less than $10,000,000 25,000,000 as the successor to the terminated Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder; provided, however, that (i) any such institution appointed as successor Servicer shall notbe acceptable to the Certificate Insurer, as evidenced in writing by each Rating Agencythe Certificate Insurer’s prior written consent which consent shall not be unreasonably withheld; and provided, adversely affect further, that the then current rating appointment of any Class such successor Servicer will not result in the qualification, reduction or withdrawal of Certificates immediately prior the ratings assigned to the termination Certificates by the Rating Agencies without giving effect to the Certificate Insurance Policy. Pending appointment of a successor to the terminated ServicerServicer hereunder, unless the Trustee is prohibited by law from so acting, the Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the successor shall be entitled to receive compensation out of payments on Mortgage Loans in an amount equal to the compensation which the Servicer would otherwise have received pursuant to Section 3.09 (or such lesser compensation as the Trustee and such successor shall agree). The appointment of a successor Servicer shall not affect any liability of the predecessor Servicer which may have arisen under this Agreement prior to its termination as ServicerServicer to pay any deductible under an insurance policy pursuant to Section 3.05 or to indemnify the Trustee pursuant to Section 7.06), nor shall any successor Servicer be liable for any acts or omissions of the predecessor Servicer or for any breach by the such Servicer of any of its representations or warranties contained herein or in any related document or agreement. Pending appointment of a successor to the terminated Servicer hereunder, unless the Trustee is prohibited by law from so acting, the Trustee shall act in such capacity as provided above. 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 pay to the Servicer the amount, if any, paid by a successor servicer for the servicing rights, after payment of the expenses of sale and amounts owed by the terminated Servicer to the Trust. (b) In connection with the appointment of a successor Servicer or the assumption of the duties of the Servicer, as specified in Section 8.05(a), the Trustee may make such arrangements for the compensation of such successor out of payments on Mortgage Loans serviced by the predecessor Servicer as it and such successor shall agree; provided, however, that any Person assuming the duties of the Servicer shall pay to such predecessor an amount equal to the market value of the portion of the Servicing Fee that will accrue in the future due to the Servicing Fee Rate exceeding 0.25% per annum with respect to any Mortgage Loan. The "market value" of such portion of the Servicing Fee shall be determined by Bank of America, N.A., on the basis of at least two quotations from third parties actively engaged in the servicing of single-family mortgage loans. If the successor Servicer does not agree that such market value is a fair price, such successor shall obtain two quotations of market value from third parties actively engaged in the servicing of single-family mortgage loans. The market value of the excess portion of the Servicing Fee will then be equal to the average of (i) the lowest figure obtained by Bank of America, N.A., and (ii) the highest figure obtained by the successor Servicer. Payment of the amount calculated above shall be made to Bank of America, N.A., by the successor Servicer no later than the last Business Day of the month in which such successor Servicer becomes entitled to receive the Servicing Fee under this Agreement. In no event will any portion of the Trust Estate be used to pay amounts due to Bank of America, N.A. under this Section 8.05(b). (c) Any successor, including the Trustee, to the Servicer as servicer shall during the term of its service as servicer (i) continue to service and administer the Mortgage Loans for the benefit of Certificateholders and the Certificate Insurer, (ii) maintain in force (i) a policy or policies of insurance covering errors and omissions in the performance of its obligations as servicer Servicer hereunder and (ii) a fidelity bond in respect of its officers, employees and agents to the same extent as the Servicer is so required pursuant to Section 3.033.06. Notwithstanding anything herein to the contrary, in no event shall the Trustee be liable for any Servicing Fee or for any differential in the amount of the Servicing Fee paid hereunder and the amount necessary to induce any successor Servicer to act as successor Servicer under this Agreement and the transactions set forth or provided for herein.

Trustee to Act; Appointment of Successor. (a) On and after 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 8.017.01 or 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 servicer under this Agreement and the 112 transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof or shall appoint a successor pursuant to Section 3.07arising on and after its succession. Notwithstanding anything provided herein to the contraryforegoing, under no circumstances shall any provision of this Agreement be construed to require the parties hereto agree that the Trustee, acting in its capacity as successor Master Servicer, immediately will assume all of the obligations of the Master Servicer to make advances. Notwithstanding the Servicer foregoing, the Trustee, in its obligation to make Advancescapacity as successor Master Servicer, to advance, expend or risk its own funds or otherwise incur any financial liability in shall not be responsible for the performance lack of its duties hereunder if information and/or documents that it shall have cannot obtain through reasonable grounds for believing that such funds are non-recoverableefforts. Subject to Section 8.05(b), as As compensation therefor, the Trustee (or such other successor Master Servicer) shall be entitled to such compensation as the terminated Master Servicer would have been entitled to hereunder if no such notice of termination had been given. Notwithstanding the above, (i) if the Trustee may, is unwilling to act as successor Master Servicer or (ii) if it shall be unwilling so to act, or shall, if it the Trustee is legally unable so to act, appoint, the Trustee shall appoint or petition a court of competent jurisdiction to appoint, any established housing and home finance institution institution, bank or other mortgage loan or home equity loan servicer having a net worth of not less than $10,000,000 50,000,000 as the successor to the terminated 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 (i) the appointment of any such institution appointed as successor Master Servicer shall notwill not result in the qualification, reduction or withdrawal of the ratings assigned to the Certificates by the Rating Agencies as evidenced in writing by each a letter to such effect from the Rating Agency, adversely affect the then current rating of any Class of Certificates immediately prior to the termination of the terminated Servicer. The appointment of a successor Servicer shall not affect any liability of the predecessor Servicer which may have arisen under this Agreement prior to its termination as Servicer, nor shall any successor Servicer be liable for any acts or omissions of the predecessor Servicer or for any breach by the Servicer of any of its representations or warranties contained herein or in any related document or agreementAgencies. Pending appointment of a successor to the terminated Master Servicer hereunder, unless the Trustee is prohibited by law from so acting, the Trustee shall act in such capacity as provided abovehereinabove 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 the Trustee and such successor shall agree, not to exceed the Servicing Fee). The 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 pursuant to Section 3.06), 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). (b) In connection with the appointment of a Any successor Servicer or the assumption of the duties of the Servicer, as specified in Section 8.05(a), the Trustee may make such arrangements for the compensation of such successor out of payments on Mortgage Loans serviced by the predecessor Servicer as it and such successor shall agree; provided, however, that any Person assuming the duties of the Servicer shall pay to such predecessor an amount equal to the market value of the portion of the Servicing Fee that will accrue in the future due to the Servicing Fee Rate exceeding 0.25% per annum with respect to any Mortgage Loan. The "market value" of such portion of the Servicing Fee shall be determined by Bank of America, N.A., on the basis of at least two quotations from third parties actively engaged in the servicing of single-family mortgage loans. If the successor Servicer does not agree that such market value is a fair price, such successor shall obtain two quotations of market value from third parties actively engaged in the servicing of single-family mortgage loans. The market value of the excess portion of the Servicing Fee will then be equal to the average of (i) the lowest figure obtained by Bank of America, N.A., and (ii) the highest figure obtained by the successor Master Servicer. Payment of the amount calculated above shall be made to Bank of America, N.A., by the successor Servicer no later than the last Business Day of the month in which such successor Servicer becomes entitled to receive the Servicing Fee under this Agreement. In no event will any portion of the Trust Estate be used to pay amounts due to Bank of America, N.A. under this Section 8.05(b). (c) Any successor, including the Trustee, to the Servicer as servicer shall during the term of its service as servicer continue to service and administer the Mortgage Loans for the benefit of Certificateholders, and maintain in force (i) a policy or policies of insurance covering errors and omissions in the performance of its obligations as servicer Master Servicer hereunder and (ii) a fidelity bond Fidelity Bond in respect of its officers, employees and agents to the same extent as the Master Servicer is so required pursuant to Section 3.03.3.14. 113

Trustee to Act; Appointment of Successor. (a) On and after the time the a Servicer receives a notice of termination pursuant to Section 8.017.01 of this Agreement, the Trustee shall shall, subject to and to the extent provided herein, be the successor in all respects to the Servicer such Servicer, but only in its capacity as servicer under this Agreement Agreement, and not in any other, and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the such Servicer by the terms and provisions hereof or shall appoint a successor and applicable law including the obligation to make Advances pursuant to Section 3.074.01. Notwithstanding anything provided herein to the contrary, under no circumstances shall any provision of this Agreement be construed to require the Trustee, acting in its capacity as successor to the Servicer in its obligation to make Advances, to advance, expend or risk its own funds or otherwise incur any financial liability in the performance of its duties hereunder if it shall have reasonable grounds for believing that such funds are non-recoverable. Subject to Section 8.05(b), as As compensation therefor, the Trustee shall be entitled to all funds relating to the related Mortgage Loans that such compensation as the terminated Servicer would have been entitled to hereunder if no charge to a Collection Account, provided that the terminated Servicer shall nonetheless be entitled to payment or reimbursement as provided in Section 3.08(a) to the extent that such notice payment or reimbursement relates to the period prior to termination of termination had been givensuch Servicer. Notwithstanding the aboveforegoing, if the Trustee has become the successor to a Servicer in accordance with Section 7.01, the Trustee may, if it shall be unwilling to so to act, or shall, if it is legally prohibited by applicable law from making Advances pursuant to 4.01 hereof, or if it is otherwise unable to so to act, appoint, or petition a court of competent jurisdiction to appoint, any established housing and home finance mortgage loan servicing institution having a net worth the appointment of which does not less than $10,000,000 adversely affect the then current rating of the Certificates by each Rating Agency, as the successor to the terminated such Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of such Servicer hereunder. Any successor to the Servicer shall be an institution which is a FNMA and FHLMC approved seller/servicer in good standing, which has a net worth of at least $10,000,000, which is willing to service the related Mortgage Loans and which executes and delivers to the Depositor and the Trustee an agreement accepting such delegation and assignment, containing an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of such Servicer (other than liabilities of the Servicer under Section 6.03 hereof incurred prior to termination of the Servicer under Section 7.01 hereunder), with like effect as if originally named as a party to this Agreement; provided, however, provided that (i) any such institution appointed as successor Servicer shall not, as evidenced in writing by each Rating Agency, adversely affect the then current Agency acknowledges that its rating of any Class of the Certificates in effect immediately prior to the termination such assignment and delegation will not be qualified or reduced as a result of the terminated Servicer. The appointment of a successor Servicer shall not affect any liability of the predecessor Servicer which may have arisen under this Agreement prior to its termination as Servicer, nor shall any successor Servicer be liable for any acts or omissions of the predecessor Servicer or for any breach by the Servicer of any of its representations or warranties contained herein or in any related document or agreementsuch assignment and delegation. Pending appointment of a successor to the terminated such Servicer hereunder, the Trustee, unless the Trustee is prohibited by law from so acting, shall, subject to the Trustee shall limitations described herein, act in such capacity as provided abovehereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on the related Mortgage Loans as it and such successor shall agree; provided, however, that no such compensation shall be in excess of the applicable Servicing Fee. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. (b) In connection with the appointment of a successor Servicer or the assumption of the duties of the Servicer, as specified in Section 8.05(a), . Neither the Trustee may make such arrangements for nor any other successor servicer shall be deemed to be in default by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the compensation failure of such Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. Any successor out of payments on Mortgage Loans serviced by the predecessor Servicer as it and such successor shall agree; provided, however, that any Person assuming the duties of the to a Servicer shall pay to such predecessor an amount equal give notice to the market value of the portion of the Servicing Fee that will accrue in the future due to the Servicing Fee Rate exceeding 0.25% per annum with respect to any Mortgage Loan. The "market value" Mortgagors of such portion change of the Servicing Fee shall be determined by Bank of Americaservicer and shall, N.A., on the basis of at least two quotations from third parties actively engaged in the servicing of single-family mortgage loans. If the successor Servicer does not agree that such market value is a fair price, such successor shall obtain two quotations of market value from third parties actively engaged in the servicing of single-family mortgage loans. The market value of the excess portion of the Servicing Fee will then be equal to the average of (i) the lowest figure obtained by Bank of America, N.A., and (ii) the highest figure obtained by the successor Servicer. Payment of the amount calculated above shall be made to Bank of America, N.A., by the successor Servicer no later than the last Business Day of the month in which such successor Servicer becomes entitled to receive the Servicing Fee under this Agreement. In no event will any portion of the Trust Estate be used to pay amounts due to Bank of America, N.A. under this Section 8.05(b). (c) Any successor, including the Trustee, to the Servicer as servicer shall during the term of its service as servicer servicer, maintain in force (i) a the policy or policies of insurance covering errors and omissions in the performance of its obligations as servicer hereunder and (ii) a fidelity bond in respect of its officers, employees and agents to the same extent as that the Servicer is so required to maintain pursuant to Section 3.03this Agreement.

Trustee to Act; Appointment of Successor. (a) On and after the time the Master Servicer, the Special Servicer or the REMIC Administrator resigns pursuant to the first paragraph of Section 6.04 or receives a notice of termination pursuant to Section 8.017.01, the Trustee shall be the successor in all respects to the Master Servicer, the Special Servicer or (unless it had also been acting as such) the REMIC Administrator, as the case may be, in its capacity as servicer such under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto and arising thereafter placed on the Master Servicer, the Special Servicer or the REMIC Administrator, as the case may be, by the terms and provisions hereof hereof, including, without limitation, if the Master Servicer is the resigning or terminated party, the Master Servicer's obligation to make P&I Advances; provided that any failure to perform such duties or responsibilities caused by the Master Servicer's, the Special Servicer's or the REMIC Administrator's, as the case may be, failure to cooperate or to provide information or monies required by Section 7.01 shall appoint not be considered a default by the Trustee hereunder. Neither the Trustee nor any other successor shall be liable for any of the representations and warranties of the resigning or terminated party or for any losses incurred by the resigning or terminated party pursuant to Section 3.073.06 hereunder nor shall the Trustee nor any other successor be required to purchase any Mortgage Loan hereunder. Notwithstanding anything provided herein to the contrary, under no circumstances shall any provision of this Agreement be construed to require the Trustee, acting in its capacity as successor to the Servicer in its obligation to make Advances, to advance, expend or risk its own funds or otherwise incur any financial liability in the performance of its duties hereunder if it shall have reasonable grounds for believing that such funds are non-recoverable. Subject to Section 8.05(b), as As compensation therefor, the Trustee shall be entitled to such all fees and other compensation as which the resigning or terminated Servicer party would have been entitled to hereunder for future services rendered if no such notice of termination the resigning or terminated party had been givencontinued to act hereunder. Notwithstanding the above, the Trustee may, if it shall be unwilling to so to act, or shall, if it is legally unable unable, or is not approved as a successor Master Servicer or Special Servicer, as the case may be, by each Rating Agency, to so act or if the Holders of Certificates entitled to actat least 51% of the Voting Rights shall request in writing to the Trustee or if the REMIC Administrator is the resigning or terminated party and the Trustee had been acting in such capacity, promptly appoint, or petition a court of competent jurisdiction to appoint, any established housing and home finance qualified institution having a net worth of not less than $10,000,000 as the successor to the terminated Master Servicer, the Special Servicer or the REMIC Administrator, as the case may be, hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer, the Special Servicer or the REMIC Administrator, as the case may be, hereunder; providedprovided that such appointment does not result in the downgrading, however, that withdrawal or qualification of any rating then assigned by either Rating Agency to any Class of 139 Certificates (i) any such institution appointed as successor Servicer shall not, as evidenced in writing by written confirmation to such effect from each Rating Agency, adversely affect the then current rating of any Class of Certificates immediately prior to the termination of the terminated Servicer). The appointment of a successor Servicer shall not affect any liability of the predecessor Servicer which may have arisen under this Agreement prior to its termination as Servicer, nor shall any successor Servicer be liable for any acts or omissions of the predecessor Servicer or for any breach by the Servicer of any of its representations or warranties contained herein or in any related document or agreement. Pending No appointment of a successor to the terminated Master Servicer, the Special Servicer or the REMIC Administrator hereunder shall be effective until the assumption of the successor to such party of all its responsibilities, duties and liabilities hereunder, unless the Trustee is prohibited by law from so actingand pending such appointment and assumption, the Trustee shall act in such capacity as provided abovehereinabove provided. The In connection with any such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on the Mortgage Loans 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, such successor and each other party hereto shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. (b) In connection with the appointment of a successor Servicer or the assumption of the duties of the Servicer, as specified in Section 8.05(a), the Trustee may make such arrangements for the compensation of such successor out of payments on Mortgage Loans serviced by the predecessor Servicer as it and such successor shall agree; provided, however, that any Person assuming the duties of the Servicer shall pay to such predecessor an amount equal to the market value of the portion of the Servicing Fee that will accrue in the future due to the Servicing Fee Rate exceeding 0.25% per annum with respect to any Mortgage Loan. The "market value" of such portion of the Servicing Fee shall be determined by Bank of America, N.A., on the basis of at least two quotations from third parties actively engaged in the servicing of single-family mortgage loans. If the successor Servicer does not agree that such market value is a fair price, such successor shall obtain two quotations of market value from third parties actively engaged in the servicing of single-family mortgage loans. The market value of the excess portion of the Servicing Fee will then be equal to the average of (i) the lowest figure obtained by Bank of America, N.A., and (ii) the highest figure obtained by the successor Servicer. Payment of the amount calculated above shall be made to Bank of America, N.A., by the successor Servicer no later than the last Business Day of the month in which such successor Servicer becomes entitled to receive the Servicing Fee under this Agreement. In no event will any portion of the Trust Estate be used to pay amounts due to Bank of America, N.A. under this Section 8.05(b). (c) Any successor, including the Trustee, to the Servicer as servicer shall during the term of its service as servicer maintain in force (i) a policy or policies of insurance covering errors and omissions in the performance of its obligations as servicer hereunder and (ii) a fidelity bond in respect of its officers, employees and agents to the same extent as the Servicer is so required pursuant to Section 3.03.

Trustee to Act; Appointment of Successor. (a) On and after Upon the time receipt by the Master Servicer receives of a notice of termination pursuant to Section 8.018.01 or an Opinion of Independent Counsel pursuant to Section 7.05 to the effect that the Master Servicer is legally unable to act or to delegate its duties to a Person which is legally able to act, the Trustee shall be automatically become the successor in all respects to the Master Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall thereafter be subject to all the responsibilities, duties duties, liabilities and limitations on liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof hereof; provided, however, that the Company shall have the right to either (a) immediately assume the duties of the Master Servicer or shall appoint (b) select a successor pursuant Master Servicer; provided further, however, that the Trustee shall have no obligation whatsoever with respect to any liability (other than advances deemed recoverable and not previously made) incurred by the Master Servicer at or prior to the time of termination. As compensation therefor, but subject to Section 3.07. Notwithstanding anything provided herein to the contrary, under no circumstances shall any provision of this Agreement be construed to require the Trustee, acting in its capacity as successor to the Servicer in its obligation to make Advances, to advance, expend or risk its own funds or otherwise incur any financial liability in the performance of its duties hereunder if it shall have reasonable grounds for believing that such funds are non-recoverable. Subject to Section 8.05(b), as compensation therefor7.06, the Trustee shall be entitled to such compensation as which the terminated Master Servicer would have been entitled to hereunder retain if no such notice of termination the Master Servicer had been givencontinued to act hereunder, except for those amounts due the Master Servicer as reimbursement permitted under this Agreement for advances previously made or expenses previously incurred. Notwithstanding the above, the Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, appoint, appoint or petition a court of competent jurisdiction to appoint, any established housing and home finance institution which is a ▇▇▇▇▇▇ Mae- or ▇▇▇▇▇▇▇ Mac-approved servicer, and with respect to a successor to the Master Servicer only, having a net worth of not less than $10,000,000 10,000,000, as the successor to the terminated 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 (i) any such institution appointed as successor Servicer the Trustee shall not, as evidenced in writing by obtain a letter from each Rating AgencyAgency that the ratings, adversely affect if any, on each of the then current rating Certificates will not be lowered as a result of any Class the selection of Certificates immediately prior the successor to the termination of the terminated Master Servicer. The appointment of a successor Servicer shall not affect any liability of the predecessor Servicer which may have arisen under this Agreement prior to its termination as Servicer, nor shall any successor Servicer be liable for any acts or omissions of the predecessor Servicer or for any breach by the Servicer of any of its representations or warranties contained herein or in any related document or agreement. Pending appointment of a successor to the terminated Master Servicer hereunder, unless the Trustee is prohibited by law from so acting, the Trustee shall act in such capacity as provided abovehereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on the Mortgage Loans as it and such successor shall agree; provided, however, that the provisions of Section 7.06 shall apply, the compensation shall not be in excess of that which the Master Servicer would have been entitled to if the Master Servicer had continued to act hereunder, and that such successor shall undertake and assume the obligations of the Trustee to pay compensation to any third Person acting as an agent or independent contractor in the performance of master servicing responsibilities hereunder. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. (ba) In connection with If the appointment of a successor Servicer or the assumption of the Trustee shall succeed to any duties of the ServicerMaster Servicer respecting the Mortgage Loans as provided herein, it shall do so in a separate capacity and not in its capacity as specified in Section 8.05(a)Trustee and, accordingly, the Trustee may make such arrangements for the compensation provisions of such successor out of payments on Mortgage Loans serviced by the predecessor Servicer as it and such successor Article IX shall agree; provided, however, that any Person assuming the duties of the Servicer shall pay to such predecessor an amount equal be inapplicable to the market value of Trustee in its duties as the portion of the Servicing Fee that will accrue in the future due successor to the Servicing Fee Rate exceeding 0.25% per annum with respect to any Mortgage Loan. The "market value" of such portion of the Servicing Fee shall be determined by Bank of America, N.A., on the basis of at least two quotations from third parties actively engaged Master Servicer in the servicing of single-family mortgage loans. If the successor Servicer does not agree that Mortgage Loans (although such market value is a fair price, such successor provisions shall obtain two quotations of market value from third parties actively engaged in the servicing of single-family mortgage loans. The market value of the excess portion of the Servicing Fee will then be equal continue to apply to the average Trustee in its capacity as Trustee); the provisions of (i) the lowest figure obtained by Bank of AmericaArticle VII, N.A.however, and (ii) the highest figure obtained by the shall apply to it in its capacity as successor Servicer. Payment of the amount calculated above shall be made to Bank of America, N.A., by the successor Servicer no later than the last Business Day of the month in which such successor Servicer becomes entitled to receive the Servicing Fee under this Agreement. In no event will any portion of the Trust Estate be used to pay amounts due to Bank of America, N.A. under this Section 8.05(b)master servicer. (c) Any successor, including the Trustee, to the Servicer as servicer shall during the term of its service as servicer maintain in force (i) a policy or policies of insurance covering errors and omissions in the performance of its obligations as servicer hereunder and (ii) a fidelity bond in respect of its officers, employees and agents to the same extent as the Servicer is so required pursuant to Section 3.03.

Trustee to Act; Appointment of Successor. (a) On and after Upon the time receipt by the Master Servicer receives of a notice of termination pursuant to Section 8.018.01 or an Opinion of Independent Counsel pursuant to Section 7.05 to the effect that the Master Servicer is legally unable to act or to delegate its duties to a Person which is legally able to act, the Trustee shall be automatically become the successor in all respects to the Master Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall thereafter be subject to all the responsibilities, duties duties, liabilities and limitations on liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof hereof; provided, however, that MLMLI shall have the right to either (a) immediately assume the duties of the Master Servicer or shall appoint (b) select a successor pursuant Master Servicer; provided further, however, that the Trustee shall have no obligation whatsoever with respect to Section 3.07. Notwithstanding anything provided herein any liability (other than advances deemed recoverable and not previously made) incurred by the Master Servicer at or prior to the contrary, under no circumstances shall any provision time of this Agreement be construed to require the Trustee, acting in its capacity as successor to the Servicer in its obligation to make Advances, to advance, expend or risk its own funds or otherwise incur any financial liability in the performance of its duties hereunder if it shall have reasonable grounds for believing that such funds are non-recoverabletermination. Subject to Section 8.05(b), as As compensation therefor, the Trustee shall be entitled to such compensation as all funds relating to the terminated Mortgage Loans which the Master Servicer would have been entitled to retain if the Master Servicer had continued to act hereunder, except for those amounts due the Master Servicer as reimbursement permitted under this Agreement for advances previously made or expenses previously incurred. Notwithstanding the above, or anything herein to the contrary, the Trustee, if it becomes Master Servicer, shall have no responsibility or obligation (i) to repurchase or substitute any Mortgage Loan, (ii) for any representation or warranty of the Master Servicer hereunder, and (iii) for any act or omission of either a predecessor or successor Master Servicer other than the Trustee. The Trustee may conduct any activity required of it as Master Servicer hereunder if no such notice through an Affiliate or through an agent. Neither the Trustee nor any other successor Master Servicer shall be deemed to be in default hereunder due to any act or omission of termination had been givena predecessor Master Servicer, including but not limited to failure to timely deliver to the Trustee distribution instructions, any funds required to be deposited to the Trust Fund, or any breach of its duty to cooperate with a transfer of master servicing. Notwithstanding the above, the Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, appoint, appoint or petition a court of competent jurisdiction to appoint, any established housing and home finance institution which is a ▇▇▇▇▇▇ Mae- or ▇▇▇▇▇▇▇ Mac-approved servicer, and with respect to a successor to the Master Servicer only, having a net worth of not less than $10,000,000 10,000,000, as the successor to the terminated 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 (i) any such institution appointed as successor Servicer the Trustee shall not, as evidenced in writing by obtain a letter from each Rating AgencyAgency that the ratings, adversely affect if any, on each of the then current rating Certificates will not be lowered as a result of any Class the selection of Certificates immediately prior the successor to the termination of the terminated Master Servicer. The appointment of a successor Servicer shall not affect any liability of the predecessor Servicer which may have arisen under this Agreement prior to its termination as Servicer, nor shall any successor Servicer be liable for any acts or omissions of the predecessor Servicer or for any breach by the Servicer of any of its representations or warranties contained herein or in any related document or agreement. Pending appointment of a successor to the terminated Master Servicer hereunder, unless the Trustee is prohibited by law from so acting, the Trustee shall act in such capacity as provided abovehereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on the Mortgage Loans as it and such successor shall agree; provided, however, that the provisions of Section 7.06 shall apply, no such compensation shall be in excess of that permitted the Trustee under this Subsection 8.02(a), and that such successor shall undertake and assume the obligations of the Trustee to pay compensation to any third Person acting as an agent or independent contractor in the performance of master servicing responsibilities hereunder. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. (b) In connection with If the appointment of a successor Servicer or the assumption of the Trustee shall succeed to any duties of the ServicerMaster Servicer respecting the Mortgage Loans as provided herein, it shall do so in a separate capacity and not in its capacity as specified in Section 8.05(a)Trustee and, accordingly, the Trustee may make such arrangements for the compensation provisions of such successor out of payments on Mortgage Loans serviced by the predecessor Servicer as it and such successor Article IX shall agree; provided, however, that any Person assuming the duties of the Servicer shall pay to such predecessor an amount equal be inapplicable to the market value of Trustee in its duties as the portion of the Servicing Fee that will accrue in the future due successor to the Servicing Fee Rate exceeding 0.25% per annum with respect to any Mortgage Loan. The "market value" of such portion of the Servicing Fee shall be determined by Bank of America, N.A., on the basis of at least two quotations from third parties actively engaged Master Servicer in the servicing of single-family mortgage loans. If the successor Servicer does not agree that Mortgage Loans (although such market value is a fair price, such successor provisions shall obtain two quotations of market value from third parties actively engaged in the servicing of single-family mortgage loans. The market value of the excess portion of the Servicing Fee will then be equal continue to apply to the average Trustee in its capacity as Trustee); the provisions of (i) the lowest figure obtained by Bank of AmericaArticle VII, N.A.however, and (ii) the highest figure obtained by the shall apply to it in its capacity as successor Servicer. Payment of the amount calculated above shall be made to Bank of America, N.A., by the successor Servicer no later than the last Business Day of the month in which such successor Servicer becomes entitled to receive the Servicing Fee under this Agreement. In no event will any portion of the Trust Estate be used to pay amounts due to Bank of America, N.A. under this Section 8.05(b)master servicer. (c) Any successor, including the Trustee, to the Servicer as servicer shall during the term of its service as servicer maintain in force (i) a policy or policies of insurance covering errors and omissions in the performance of its obligations as servicer hereunder and (ii) a fidelity bond in respect of its officers, employees and agents to the same extent as the Servicer is so required pursuant to Section 3.03.

Trustee to Act; Appointment of Successor. (a) On and after the time the Servicer receives a notice of termination pursuant to Section 8.01, the Trustee shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof or shall appoint a successor pursuant to Section 3.07. Notwithstanding anything provided herein to the contrary, under no circumstances shall any provision of this Agreement be construed to require the Trustee, acting in its capacity as successor to the Servicer in its obligation to make Advances, to advance, expend or risk its own funds or otherwise incur any financial liability in the performance of its duties hereunder if it shall have reasonable grounds for believing that such funds are non-recoverable. Subject to Section 8.05(b), as compensation therefor, the Trustee shall be entitled to such compensation as the terminated Servicer would have been entitled to hereunder if no such notice of termination had been given. Notwithstanding the above, the Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, appoint, or petition a court of competent jurisdiction to appoint, any established housing and home finance institution having a net worth of not less than $10,000,000 as the successor to the terminated Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder; provided, however, that (i) any such institution appointed as successor Servicer shall not, as evidenced in writing by each Rating Agency, adversely affect the then current rating of any Class of Certificates immediately prior to the termination of the terminated Servicer. The appointment of a successor Servicer shall not affect any liability of the predecessor Servicer which may have arisen under this Agreement prior to its termination as Servicer, nor shall any successor Servicer be liable for any acts or omissions of the predecessor Servicer or for any breach by the Servicer of any of its representations or warranties contained herein or in any related document or agreement. Pending appointment of a successor to the terminated Servicer hereunder, unless the Trustee is prohibited by law from so acting, the Trustee shall act in such capacity as provided above. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. (b) In connection with the appointment of a successor Servicer or the assumption of the duties of the Servicer, as specified in Section 8.05(a), the Trustee may make such arrangements for the compensation of such successor out of payments on Mortgage Loans serviced by the predecessor Servicer as it and such successor shall agree; provided, however, that any Person assuming the duties of the Servicer shall pay agree not to such predecessor an amount equal to the market value of the portion of exceed the Servicing Fee that will accrue in the future due to the Servicing Fee Rate exceeding 0.25% per annum with respect to any Mortgage Loan. The "market value" of such portion of the Servicing Fee shall be determined by Bank of America, N.A., on the basis of at least two quotations from third parties actively engaged in the servicing of single-family mortgage loans. If the successor Servicer does not agree that such market value is a fair price, such successor shall obtain two quotations of market value from third parties actively engaged in the servicing of single-family mortgage loans. The market value of the excess portion of the Servicing Fee will then be equal to the average of (i) the lowest figure obtained by Bank of America, N.A., and (ii) the highest figure obtained by the successor Servicer. Payment of the amount calculated above shall be made to Bank of America, N.A., by the successor Servicer no later than the last Business Day of the month in which such successor Servicer becomes entitled to receive the Servicing Fee under this Agreement. In no event will any portion of the Trust Estate be used to pay amounts due to Bank of America, N.A. under this Section 8.05(b)Rate. (c) Any successor, including the Trustee, to the Servicer as servicer shall during the term of its service as servicer maintain in force (i) a policy or policies of insurance covering errors and omissions in the performance of its obligations as servicer hereunder and (ii) a fidelity bond in respect of its officers, employees and agents to the same extent as the Servicer is so required pursuant to Section 3.03.

Trustee to Act; Appointment of Successor. (a) On and after the time the Servicer receives a notice of termination pursuant to Section 8.018.01 hereof or resigns pursuant to Section 7.04 hereof, subject to the provisions of Section 3.04 hereof, the Trustee shall be the successor in all respects to the Servicer Servicer, as applicable, in its capacity as servicer under this Agreement and with respect to the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof hereof; provided, that the Trustee shall not be deemed to have made any representation or shall appoint a successor pursuant warranty as to Section 3.07. Notwithstanding anything provided herein to the contrary, under no circumstances shall any provision of this Agreement be construed to require the Trustee, acting in its capacity as successor to Mortgage Loan made by the Servicer in its obligation to make Advances, to advance, expend and shall not effect any repurchases or risk its own funds or otherwise incur substitutions of any financial liability in the performance of its duties hereunder if it shall have reasonable grounds for believing that such funds are non-recoverableMortgage Loan. Subject to Section 8.05(b), as As compensation therefor, the Trustee shall be entitled to such compensation as all funds relating to the terminated Mortgage Loans that the Servicer (the “Replaced Servicer”) would have been entitled to charge to the Collection Account if the Replaced Servicer had continued to act hereunder (except that the Replaced Servicer shall retain the right to be reimbursed for advances (including, without limitation, Advances and Servicing Advances) theretofore made by the Replaced Servicer with respect to which it would be entitled to be reimbursed as provided in Section 3.08 if no such notice of termination it had not been givenso terminated or resigned). Notwithstanding the aboveforegoing, if the Trustee has become the successor to a Replaced Servicer, in accordance with this Section 8.02, the Trustee may, if it shall be unwilling to so to act, or shall, if it is legally unable to so to act, appoint, or petition a court of competent jurisdiction to appoint, any established housing and home finance institution having a net worth mortgage loan servicing institution, the appointment of which does not less than $10,000,000 adversely affect the then current rating of the Certificates, as the successor to the terminated Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder; providedServicer, however, provided that (i) any such institution appointed as successor Servicer shall not, as evidenced in writing by each Rating Agency, adversely affect the then current rating of any Class of Certificates immediately prior to the termination of the terminated Servicer. The appointment of a successor Servicer shall not affect be deemed to have made any liability of the predecessor Servicer which may have arisen under this Agreement prior representation or warranty as to its termination as Servicer, nor shall any successor Servicer be liable for any acts or omissions of the predecessor Servicer or for any breach Mortgage Loan made by the Servicer of any of its representations or warranties contained herein or in any related document or agreementServicer. Pending appointment of a successor to the terminated Servicer hereunder, the Trustee, unless the Trustee such party is prohibited by law from so acting, the Trustee shall act in such capacity as provided aboveherein. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on Mortgage Loans as it and such successor shall agree; provided, however, that no such compensation shall be in excess of that permitted the Replaced Servicer, hereunder. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. (b) In connection with . Neither of the appointment Trustee nor any other successor servicer shall be deemed to be in default hereunder by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof caused by the failure of a successor Replaced Servicer to deliver, or the assumption of the duties of the Servicerany delay in delivering, as specified in Section 8.05(a)cash, the Trustee may make such arrangements for the compensation of such successor out of payments on Mortgage Loans serviced by the predecessor Servicer as it and such successor shall agree; provided, however, that any Person assuming the duties of the Servicer shall pay documents or records to such predecessor an amount equal to the market value of the portion of the Servicing Fee that will accrue in the future due to the Servicing Fee Rate exceeding 0.25% per annum with respect to any Mortgage Loan. The "market value" of such portion of the Servicing Fee shall be determined by Bank of America, N.A., on the basis of at least two quotations from third parties actively engaged in the servicing of single-family mortgage loans. If the successor Servicer does not agree that such market value is a fair price, such successor shall obtain two quotations of market value from third parties actively engaged in the servicing of single-family mortgage loans. The market value of the excess portion of the Servicing Fee will then be equal to the average of (i) the lowest figure obtained by Bank of America, N.A., and (ii) the highest figure obtained by the successor Servicer. Payment of the amount calculated above shall be made to Bank of America, N.A., by the successor Servicer no later than the last Business Day of the month in which such successor Servicer becomes entitled to receive the Servicing Fee under this Agreement. In no event will any portion of the Trust Estate be used to pay amounts due to Bank of America, N.A. under this Section 8.05(b)it. (c) Any successor, including the Trustee, to the Servicer as servicer shall during the term of its service as servicer maintain in force (i) a policy or policies of insurance covering errors and omissions in the performance of its obligations as servicer hereunder and (ii) a fidelity bond in respect of its officers, employees and agents to the same extent as the Servicer is so required pursuant to Section 3.03.

Trustee to Act; Appointment of Successor. (a) On and after the time the Servicer receives a notice of termination pursuant to Section 8.018.01 hereof or resigns pursuant to Section 7.04 hereof, subject to the provisions of Section 3.06 hereof, the Trustee shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and with respect to the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof hereof, provided that the Trustee shall not be deemed to have made any representation or shall appoint a successor pursuant warranty as to Section 3.07. Notwithstanding anything provided herein to the contrary, under no circumstances shall any provision of this Agreement be construed to require the Trustee, acting in its capacity as successor to Mortgage Loan made by the Servicer in its obligation to make Advances, to advance, expend and shall not effect any repurchases or risk its own funds or otherwise incur substitutions of any financial liability in the performance of its duties hereunder if it shall have reasonable grounds for believing that such funds are non-recoverableMortgage Loan. Subject to Section 8.05(b), as As compensation therefor, the Trustee shall be entitled to such compensation as all funds relating to the terminated Mortgage Loans that the Servicer would have been entitled to charge to the related Custodial Account if the Servicer had continued to act hereunder (except that the terminated Servicer shall retain the right to be reimbursed for advances (including, without limitation, Monthly Advances) theretofore made by the Servicer with respect to which it would be entitled to be reimbursed if no such notice of termination it had not been givenso terminated as Servicer). Notwithstanding the aboveforegoing, if the Trustee has become the successor to the Servicer in accordance with this Section 8.02, the Insurer may, and if the Insurer fails to the Trustee may, if it shall be unwilling to so to act, or shall, if it is legally unable to so act (exclusive of the obligations with respect to actMonthly Advances), appoint, or petition a court of competent jurisdiction to appoint, any established housing and home finance mortgage loan servicing institution having a net worth acceptable to the Insurer, the appointment of which does not less than $10,000,000 adversely affect the then current rating of the Certificates, as the successor to the terminated Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder; providedServicer, however, provided that (i) any such institution appointed as successor Servicer shall not, as evidenced in writing by each Rating Agency, adversely affect the then current rating of any Class of Certificates immediately prior to the termination of the terminated Servicer. The appointment of a successor Servicer shall not affect be deemed to have made any liability of the predecessor Servicer which may have arisen under this Agreement prior representation or warranty as to its termination as Servicer, nor shall any successor Servicer be liable for any acts or omissions of the predecessor Servicer or for any breach Mortgage Loan made by the Servicer of any of its representations or warranties contained herein or in any related document or agreementServicer. Pending appointment of a successor to the terminated Servicer hereunder, the Trustee, unless the Trustee is prohibited by law from so acting, the Trustee shall act in such capacity as provided aboveherein. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on Mortgage Loans as it and such successor shall agree; provided, however, that no such compensation shall be in excess of that permitted the Servicer hereunder. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. . Neither the Trustee nor any other successor 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 the failure of the Servicer to deliver, or any delay in delivering, cash, documents or records to it. The Servicer that has been terminated shall, at the request of the Trustee but at the expense of such Servicer, deliver to the assuming party all documents and records relating to each Sub-Servicing Agreement and the related Mortgage Loans and an accounting of amounts collected and held by it and otherwise use its best efforts to effect the orderly and efficient transfer of each Sub-Servicing Agreement to the assuming party. The Servicer shall cooperate with the Trustee and any successor servicer in effecting the termination of the Servicer's responsibilities and rights hereunder, including without limitation, the transfer to such successor for administration by it of all cash amounts which shall at the time be credited by the Servicer to the Custodial Account or thereafter received with respect to the Mortgage Loans. Neither the Trustee nor any other successor servicer shall be deemed to be in default hereunder by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof caused by (a) the failure of the Servicer to (i) deliver, or any delay in delivering, cash, documents or records to it, (ii) cooperate as required by this Agreement, or (iii) deliver the Mortgage Loan to the Trustee as required by this Agreement, or (b) In connection with the appointment of a successor Servicer or the assumption of the duties of restrictions imposed by any regulatory authority having jurisdiction over the Servicer, as specified in Section 8.05(a), the Trustee may make such arrangements for the compensation of such . Any successor out of payments on Mortgage Loans serviced by the predecessor Servicer as it and such successor shall agree; provided, however, that any Person assuming the duties of the Servicer shall pay to such predecessor an amount equal to the market value of the portion of the Servicing Fee that will accrue in the future due to the Servicing Fee Rate exceeding 0.25% per annum with respect to any Mortgage Loan. The "market value" of such portion of the Servicing Fee shall be determined by Bank of America, N.A., on the basis of at least two quotations from third parties actively engaged in the servicing of single-family mortgage loans. If the successor Servicer does not agree that such market value is a fair price, such successor shall obtain two quotations of market value from third parties actively engaged in the servicing of single-family mortgage loans. The market value of the excess portion of the Servicing Fee will then be equal to the average of (i) the lowest figure obtained by Bank of America, N.A., and (ii) the highest figure obtained by the successor Servicer. Payment of the amount calculated above shall be made to Bank of America, N.A., by the successor Servicer no later than the last Business Day of the month in which such successor Servicer becomes entitled to receive the Servicing Fee under this Agreement. In no event will any portion of the Trust Estate be used to pay amounts due to Bank of America, N.A. under this Section 8.05(b). (c) Any successor, including the Trustee, to the Servicer as servicer shall during the term of its service as servicer maintain in force (i) a the policy or policies of insurance covering errors and omissions in the performance of its obligations as servicer hereunder and (ii) a fidelity bond in respect of its officers, employees and agents to the same extent as that the Servicer is so required to maintain pursuant to Section 3.037.05 hereof.

Trustee to Act; Appointment of Successor. (a) On and after the time the Servicer receives a notice of termination pursuant to Section 8.01, the Trustee shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof or shall appoint a successor pursuant to Section 3.07. Notwithstanding anything provided herein to the contrary, under no circumstances shall any provision of this Agreement be construed to require the Trustee, acting in its capacity as successor to the Servicer in its obligation to make Advances, to advance, expend or risk its own funds or otherwise incur any financial liability in the performance of its duties hereunder if it shall have reasonable grounds for believing that such funds are non-recoverable. Subject to Section 8.05(b), as compensation therefor, the Trustee shall be entitled to such compensation as the terminated Servicer would have been entitled to hereunder if no such notice of termination had been given. Notwithstanding the above, the Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, appoint, or petition a court of competent jurisdiction to appoint, any established housing and home finance institution having a net worth of not less than $10,000,000 as the successor to the terminated Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder; provided, however, that (i) any such institution appointed as successor Servicer shall not, as evidenced in writing by each Rating Agency, adversely affect the then current rating of any Class of Certificates immediately prior to the termination of the terminated Servicer. The appointment of a successor Servicer shall not affect any liability of the predecessor Servicer which may have arisen under this Agreement prior to its termination as Servicer, nor shall any successor Servicer be liable for any acts or omissions of the predecessor Servicer or for any breach by the Servicer of any of its representations or warranties contained herein or in any related document or agreement. Pending appointment of a successor to the terminated Servicer hereunder, unless the Trustee is prohibited by law from so acting, the Trustee shall act in such capacity as provided above. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. (b) In connection with the appointment of a successor Servicer or the assumption of the duties of the Servicer, as specified in Section 8.05(a), the Trustee may make such arrangements for the compensation of such successor out of payments on Mortgage Loans serviced by the predecessor Servicer as it and such successor shall agree; provided, however, that any Person assuming the duties of the Servicer shall pay to such predecessor an amount equal to the market value of the portion of the Servicing Fee that will accrue in the future due to the Servicing Fee Rate exceeding 0.25% per annum with respect to any Mortgage Loan. The "market value" of such portion of the Servicing Fee shall be determined by Bank of America, N.A., on the basis of at least two quotations from third parties actively engaged in the servicing of single-family mortgage loans. If the successor Servicer does not agree that such market value is a fair price, such successor shall obtain two quotations of market value from third parties actively engaged in the servicing of single-family mortgage loans. The market value of the excess portion of the Servicing Fee will then be equal to the average of (i) the lowest figure obtained by Bank of America, N.A., and (ii) the highest figure obtained by the successor Servicer. Payment of the amount calculated above shall be made to Bank of America, N.A., by the successor Servicer no later than the last Business Day of the month in which such successor Servicer becomes entitled to receive the Servicing Fee under this Agreement. In no event will any portion of the Trust Estate be used to pay amounts due to Bank of America, N.A. under this Section 8.05(b). (c) Any successor, including the Trustee, to the Servicer as servicer shall during the term of its service as servicer maintain in force (i) a policy or policies of insurance covering errors and omissions in the performance of its obligations as servicer hereunder and (ii) a fidelity bond in respect of its officers, employees and agents to the same extent as the Servicer is so required pursuant to Section 3.03.

Trustee to Act; Appointment of Successor. (a) On and after the time the Master Servicer or a Special Servicer receives a notice of termination pursuant to Section 8.017.1, the Trustee shall be the its successor in such capacity in all respects to the Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and and, except as provided herein, shall be subject to all the responsibilities, duties duties, limitations on liability and liabilities relating thereto and arising thereafter placed on the Master Servicer or such Special Servicer by the terms and provisions hereof hereof; provided, however, that (i) the Trustee shall have no responsibilities, duties, liabilities or obligations with respect to any act or omission of the Master Servicer or of such Special Servicer and (ii) any failure to perform, or delay in performing, such duties or responsibilities caused by the terminated party's failure to provide, or delay in providing, records, tapes, disks, information or monies shall appoint not be considered a default by any successor hereunder. The appointment of a successor Master Servicer or Special Servicer shall not affect any liability of the predecessor Master Servicer or Special Servicer, as applicable, which may have arisen prior to its termination as Master Servicer or Special Servicer. The Trustee shall not be liable for any of the representations and warranties of such terminated Master Servicer or Special Servicer herein or in any related document or agreement, for any acts or omissions of the predecessor Master Servicer or Special Servicer, as applicable, or for any losses incurred in respect of any Permitted Investment by the Master Servicer pursuant to Section 3.073.9 hereunder nor shall the Trustee be required to purchase any Mortgage Loan hereunder. Notwithstanding anything provided herein to the contrary, under no circumstances shall any provision of this Agreement be construed to require the Trustee, acting in its capacity as successor to the Servicer in its obligation to make Advances, to advance, expend or risk its own funds or otherwise incur any financial liability in the performance of its duties hereunder if it shall have reasonable grounds for believing that such funds are non-recoverable. Subject to Section 8.05(b), as As compensation therefortherefore, the Trustee as successor Master Servicer or Special Servicer shall be entitled to such compensation as all Servicing Compensation relating to the terminated Mortgage Loans that accrue after the date of the Trustee's succession to which the predecessor Master Servicer or Special Servicer would have been entitled if the predecessor Master Servicer or Special Servicer, as applicable, had continued to act hereunder. Unless otherwise agreed to in writing by the Master Servicer and the Trustee, in the event any Advances made by the Master Servicer, the Fiscal Agent or the Trustee shall at any time be outstanding, or any amounts of interest thereon shall be accrued and unpaid, all amounts available to repay Advances and interest hereunder if no shall be applied entirely to the Advances made by the Trustee and the Fiscal Agent (and the accrued and unpaid interest thereon), until such notice Advances made by the Trustee and the Fiscal Agent (and accrued and unpaid interest thereon) shall have been repaid in full. In addition to the foregoing, any successor Master Servicer (which, for the purposes of termination had been giventhis sentence, shall not include the Trustee) shall be required to allocate funds available for the payment of unreimbursed Advances (with interest thereon at the Reimbursement Rate) on a first in, first out basis, which results in the payment of unreimbursed Advances (with interest thereon at the Reimbursement Rate) first to the predecessor Master Servicer. Notwithstanding the above, the Trustee may, if it shall be 185 unwilling to so to act, or shall, if it is legally unable to so to act, or if the Holders of Certificates entitled to a majority of the aggregate Voting Rights so request in writing to the Trustee, or if neither the Trustee nor the Fiscal Agent is rated by each Rating Agency in one of its two highest long-term senior unsecured debt rating categories, promptly appoint, or petition a court of competent jurisdiction to appoint, any established housing and home finance institution having a net worth mortgage loan servicing institution, the appointment of which will not less than $10,000,000 result in the downgrading, withdrawal or qualification of the rating or ratings then assigned to any Class of Certificates as evidenced in writing by each Rating Agency, as the successor to the terminated Master Servicer or Special Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the terminated Master Servicer or Special Servicer hereunder; provided, however, that (i) any such institution appointed as successor Servicer shall not, as evidenced in writing by each Rating Agency, adversely affect the then current rating of any Class of Certificates immediately prior to the termination of the terminated Servicer. The No appointment of a successor Servicer shall not affect any liability of to the predecessor Servicer which may have arisen under this Agreement prior to its termination as Servicer, nor shall any successor Servicer be liable for any acts or omissions of the predecessor terminated Master Servicer or for any breach Special Servicer hereunder shall be effective until the assumption by the Servicer such successor of any of its representations all such terminated Master Servicer's or warranties contained herein or in any related document or agreementSpecial Servicer's responsibilities, duties and liabilities hereunder. Pending appointment of a successor to the terminated Master Servicer or Special Servicer hereunder, unless the Trustee is shall be prohibited by law from so acting, the Trustee shall act in such capacity as provided aboveherein above provided. In connection with such appointment and assumption described herein, the Trustee may make such arrangements for the compensation of such successor out of payments on Mortgage Loans as it and such successor shall agree; provided, however, that no such compensation shall be in excess of that permitted the terminated party hereunder. The Trustee Depositor, the Trustee, the Master Servicer, the Special Servicers and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. (b) In connection with the appointment of a successor Servicer or the assumption of the duties of the Servicer, as specified in Section 8.05(a), the Trustee may make such arrangements for the compensation of such successor out of payments on Mortgage Loans serviced by the predecessor Servicer as it and such successor shall agree; provided, however, that any Person assuming the duties of the Servicer shall pay to such predecessor an amount equal to the market value of the portion of the Servicing Fee that will accrue in the future due to the Servicing Fee Rate exceeding 0.25% per annum with respect to any Mortgage Loan. The "market value" of such portion of the Servicing Fee shall be determined by Bank of America, N.A., on the basis of at least two quotations from third parties actively engaged in the servicing of single-family mortgage loans. If the successor Servicer does not agree that such market value is a fair price, such successor shall obtain two quotations of market value from third parties actively engaged in the servicing of single-family mortgage loans. The market value of the excess portion of the Servicing Fee will then be equal to the average of (i) the lowest figure obtained by Bank of America, N.A., and (ii) the highest figure obtained by the successor Servicer. Payment of the amount calculated above shall be made to Bank of America, N.A., by the successor Servicer no later than the last Business Day of the month in which such successor Servicer becomes entitled to receive the Servicing Fee under this Agreement. In no event will any portion of the Trust Estate be used to pay amounts due to Bank of America, N.A. under this Section 8.05(b). (c) Any successor, including the Trustee, to the Servicer as servicer shall during the term of its service as servicer maintain in force (i) a policy or policies of insurance covering errors and omissions in the performance of its obligations as servicer hereunder and (ii) a fidelity bond in respect of its officers, employees and agents to the same extent as the Servicer is so required pursuant to Section 3.03.

Trustee to Act; Appointment of Successor. (a) On and after the time the Master Servicer or the Special Servicer resigns pursuant to Section 6.04(a) (and a successor Master Servicer or Special Servicer, as applicable, has not been appointed by the resigning Master Servicer or Special Servicer, as applicable, under Section 6.04), or receives a notice of termination pursuant to Section 8.017.01, 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 servicer such under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto and arising thereafter placed on the Master Servicer or the Special Servicer, as the case may be, by the terms and provisions hereof hereof, including, if the Master Servicer is the resigning or shall appoint a successor pursuant to Section 3.07. Notwithstanding anything provided herein to terminated party, the contrary, under no circumstances shall any provision of this Agreement be construed to require the Trustee, acting in its capacity as successor to the Servicer in its Master Servicer’s obligation to make Advances; provided, however, that (i) any failure to perform such duties or responsibilities caused by the failure of the Master Servicer or the Special Servicer, as the case may be, to advance, expend cooperate or risk its own funds to provide information or otherwise incur any financial liability monies as required by Section 7.01 shall not be considered a default by the Trustee hereunder and (ii) in the performance case of its duties hereunder a terminated Master Servicer, the Trustee shall cease to act as successor Master Servicer if it shall have reasonable grounds for believing that such funds are non-recoverable. Subject an alternative successor is appointed pursuant to Section 8.05(b7.01(c), as . Neither the Trustee nor any other successor shall be liable for any of the representations and warranties of the resigning or terminated party or for any losses incurred by the resigning or terminated party pursuant to Section 3.06 hereunder nor shall the Trustee or any other successor be required to purchase any Mortgage Loan hereunder. As compensation therefor, the Trustee shall be entitled to such all fees and other compensation as which the resigning or terminated Servicer party would have been entitled to hereunder for future services rendered if no such notice of termination the resigning or terminated party had been givencontinued to act hereunder. Notwithstanding the above, if it is unwilling to so act, the Trustee may, if it shall be unwilling so to act, or shallmay (and, if it is legally unable to so to act, or if the Trustee is not approved as an acceptable master servicer or special servicer, as the case may be, by each Rating Agency, or if the Holders of Certificates entitled to a majority of all the Voting Rights (determined without notionally reducing the Class Principal Balances of the Certificates by any Appraisal Reduction Amounts) (or, alternatively, if a Servicer Termination Event on the part of the Special Servicer has occurred during a Subordinate Control Period, the Subordinate Class Representative) so requests in writing, the Trustee shall), promptly appoint, or petition a court of competent jurisdiction to appoint, any established housing and home finance qualified institution having a net worth of not less than $10,000,000 as the successor to the resigning or terminated Master Servicer or Special Servicer, as the case may be, hereunder 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 (i) any such institution appointed as successor Servicer shall not, as evidenced in writing by appointment is the subject of a Rating Agency Confirmation from each Rating Agency (and, if applicable, each Pari Passu Companion Rating Agency, adversely affect ); and (ii) if such successor (in the then current rating of any Class of Certificates immediately prior to the termination of the terminated Servicer. The appointment case of a successor to the resigning or terminated Master Servicer) does not have the Master Servicer rating from Fitch that is “CMS2” or above, such successor is reasonably acceptable to the Subordinate Class Representative and, if such successor has a master servicer rating from Fitch that is “CMS2” or above, the Subordinate Class Representative shall have been consulted with respect to the identity of (although it need not affect any liability of the predecessor Servicer which may have arisen under this Agreement prior to its termination as Servicer, nor shall any successor Servicer be liable for any acts or omissions of the predecessor Servicer or for any breach by the Servicer of any of its representations or warranties contained herein or in any related document or agreementapproved) such successor. Pending No appointment of a successor to the terminated Master Servicer or the Special Servicer hereunder shall be effective until the assumption by such successor of all its responsibilities, duties and liabilities hereunder, unless the Trustee is prohibited by law from so actingand pending such appointment and assumption, the Trustee shall act in such capacity as provided abovehereinabove provided. The In connection with any such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on the Mortgage Loans 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, such successor and each other party hereto shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. (b) In connection with . If the appointment of a Trustee or an Affiliate acts pursuant to this Section 7.02 as successor Servicer to the resigning or the assumption of the duties of the terminated Master Servicer, as specified in Section 8.05(a), it may reduce the Trustee may make such arrangements for the compensation of such successor out of payments on Mortgage Loans serviced by the predecessor Servicer as it and such successor shall agree; provided, however, that any Person assuming the duties of the Servicer shall pay to such predecessor an amount equal to the market value of the portion of the Servicing Fee that will accrue in the future due to the Excess Servicing Fee Rate exceeding 0.25% per annum with respect to any Mortgage Loan. The "the extent that the Trustee’s or such Affiliate’s compensation as successor Master Servicer would otherwise be below the market value" of such portion of the Servicing Fee shall be determined by Bank of America, N.A., on the basis of at least two quotations from third parties actively engaged in the rate servicing of single-family mortgage loanscompensation. If the Trustee elects to appoint a successor to the resigning or terminated Master Servicer does not agree that such market value is a fair priceother than itself or an Affiliate pursuant to this Section 7.02, such successor shall obtain two quotations of market value from third parties actively engaged it may reduce the Excess Servicing Fee Rate to the extent reasonably necessary (in the servicing of single-family mortgage loans. The market value sole discretion of the excess portion Trustee) for the Trustee to appoint a qualified successor Master Servicer that meets the requirements of the Servicing Fee will then be equal to the average of (i) the lowest figure obtained by Bank of America, N.A., and (ii) the highest figure obtained by the successor Servicer. Payment of the amount calculated above shall be made to Bank of America, N.A., by the successor Servicer no later than the last Business Day of the month in which such successor Servicer becomes entitled to receive the Servicing Fee under this Agreement. In no event will any portion of the Trust Estate be used to pay amounts due to Bank of America, N.A. under this Section 8.05(b)7.02. (c) Any successor, including the Trustee, to the Servicer as servicer shall during the term of its service as servicer maintain in force (i) a policy or policies of insurance covering errors and omissions in the performance of its obligations as servicer hereunder and (ii) a fidelity bond in respect of its officers, employees and agents to the same extent as the Servicer is so required pursuant to Section 3.03.

Trustee to Act; Appointment of Successor. (a) On and after the time the Servicer resigns pursuant to the first paragraph of Section 6.04 or Section 3.23(e) or receives a notice of termination pursuant to Section 8.01, 7.01 the Trustee shall (unless a successor is identified by the Servicer pursuant to Section 6.04), subject to Section 7.01(b), be the successor in all respects to the Servicer in its capacity as servicer such under this Agreement and the transactions set forth or provided for herein and shall be subject to all of the responsibilities, duties and liabilities relating thereto and arising thereafter placed on the Servicer by the terms and provisions hereof hereof, including the Servicer’s obligation to make Debt Service Advances; provided, however, that any failure to perform such duties or responsibilities caused by the Servicer’s failure to cooperate or to provide information or monies as required by Section 7.01 shall appoint not be considered a default by the Trustee hereunder. Neither the Trustee nor any other successor shall be liable for any of the representations and warranties of the resigning or terminated party or for any losses incurred by the resigning or terminated party pursuant to Section 3.073.06 hereunder. Notwithstanding anything provided herein to the contrary, under no circumstances shall any provision of this Agreement be construed to require the Trustee, acting in its capacity as successor to the Servicer in its obligation to make Advances, to advance, expend or risk its own funds or otherwise incur any financial liability in the performance of its duties hereunder if it shall have reasonable grounds for believing that such funds are non-recoverable. Subject to Section 8.05(b), as As compensation therefor, the Trustee shall be entitled to such all fees and other compensation as which the resigning or terminated Servicer party would have been entitled to hereunder for future services rendered if no such notice of termination the resigning or terminated party had been givencontinued to act hereunder. Notwithstanding the above, if it is unwilling to so act, the Trustee may, if it shall be unwilling so to act, or shallmay (and, if it is legally unable to so to act, or if the Trustee is not approved as an acceptable Servicer by each Rating Agency (or, in the case of S&P, in the case of S&P, is no longer listed on S&P’s Select Servicer List as a U.S. Commercial Mortgage Master Servicer or a U.S. Commercial Mortgage Special Servicer), or if the Holders of Securities entitled to a majority of the Voting Rights so request in writing, the Trustee shall), subject to Sections 6.04 and 7.01(b) (if applicable), promptly appoint, or petition a court of competent jurisdiction to appoint, any established housing and home finance qualified institution having with a net worth of not less than at least ten million dollars ($10,000,000 10,000,000) as the successor to the terminated Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder; provided, however, that (i) any the Trustee has received Rating Agency Confirmation with respect to the proposed successor Servicer. Pending such institution appointed appointment, the Trustee will be obligated to act as successor Servicer shall not, as evidenced in writing by each Rating Agency, adversely affect the then current rating of any Class of Certificates immediately prior to the termination of the terminated Servicer. The appointment of a successor Servicer shall not affect any liability of the predecessor Servicer which may have arisen under this Agreement prior to its termination as Servicer, nor shall any successor Servicer be liable for any acts or omissions of the predecessor Servicer or for any breach by the Servicer of any of its representations or warranties contained herein or in any related document or agreement. Pending No appointment of a successor to the terminated Servicer hereunder shall be effective until the assumption by such successor of all its responsibilities, duties and liabilities hereunder, unless the Trustee is prohibited by law from so actingand pending such appointment and assumption, the Trustee shall act in such capacity as provided abovehereinabove provided. The In connection with any such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on the Mortgage Loan 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, such successor and each other party hereto shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. (b) In connection with the appointment . The costs and expense of a successor Servicer or the assumption of the duties of the Servicer, as specified in Section 8.05(a), the Trustee may make such arrangements for the compensation of such successor out of payments on Mortgage Loans serviced transferring servicing shall be paid by the predecessor Servicer as it resigning or terminated party, and such successor shall agree; providedif not so paid, however, that any Person assuming the duties of the Servicer shall pay to such predecessor an amount equal to the market value of the portion of the Servicing Fee that will accrue in the future due to the Servicing Fee Rate exceeding 0.25% per annum with respect to any Mortgage Loan. The "market value" of such portion of the Servicing Fee shall be determined by Bank of America, N.A., on the basis of at least two quotations from third parties actively engaged in the servicing of single-family mortgage loanstreated as an Additional Trust Fund Expense. If the successor Servicer does not agree that such market value is a fair priceterminated as described in Sections 7.01 and 7.02, such successor shall obtain two quotations of market value from third parties actively engaged in the servicing of single-family mortgage loans. The market value of the excess portion of the Servicing Fee it will then continue to be equal obligated to the average of (i) the lowest figure obtained by Bank of America, N.A., pay and (ii) the highest figure obtained by the successor Servicer. Payment of the amount calculated above shall be made to Bank of America, N.A., by the successor Servicer no later than the last Business Day of the month in which such successor Servicer becomes entitled to receive all amounts accrued and owing by it or to it under (and at such times as set forth in) this Agreement on or prior to the date of termination (including any earned but unpaid Other Servicing Fee under this Agreement. In no event will any portion of the Trust Estate be used to pay amounts due to Bank of America, N.A. under this Section 8.05(bFees). (c) Any successor, including the Trustee, to the Servicer as servicer shall during the term of its service as servicer maintain in force (i) a policy or policies of insurance covering errors and omissions in the performance of its obligations as servicer hereunder and (ii) a fidelity bond in respect of its officers, employees and agents to the same extent as the Servicer is so required pursuant to Section 3.03.

Trustee to Act; Appointment of Successor. (a) On and after the time the Servicer receives a notice of resignation or termination pursuant to Section 7.04 or 8.01, the Trustee shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof or shall appoint a successor hereof; provided, however, that the responsibilities and duties of HSBC Finance as Servicer with respect to the purchase of the Home Equity Loans pursuant to Section 3.07Sections 2.04(c) and 3.01 shall not terminate. Notwithstanding anything provided herein to the contrary, under no circumstances shall any provision of this Agreement be construed to require the Trustee, acting in its capacity as successor to the Servicer in its obligation to make Advances, to advance, expend or risk its own funds or otherwise incur any financial liability in the performance of its duties hereunder if it shall have reasonable grounds for believing that such funds are non-recoverable. Subject to Section 8.05(b), as As compensation therefor, the Trustee shall be entitled to such compensation as the terminated Servicer would have been entitled to hereunder if no such notice of termination had been given. Notwithstanding the above, (i) if the Trustee may, if it shall be is unwilling so to actact as successor Servicer, or shall, (ii) if it the Trustee is legally unable so to act, the Trustee may (in the situation described in clause (i)) or shall (in the situation described in clause (ii)) appoint, or petition a court of competent jurisdiction to appoint, any established housing and home finance institution or other mortgage loan or home equity loan servicer having all licenses and permits required in order to perform its obligations hereunder and a net worth of not less than $10,000,000 50,000,000 as the successor to the terminated Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder; provided, however, provided that (i) [any such institution appointed as successor Servicer Subservicer shall notbe acceptable to the Certificate Insurer, as evidenced in writing by each Rating Agency, adversely affect the then current rating Certificate Insurer’s prior written consent which consent shall not be unreasonably withheld; and provided further that] that the appointment of any Class such successor Servicer will not result in the qualification, reduction or withdrawal of Certificates immediately prior the then-current ratings assigned to the termination of the terminated Servicer. The appointment of a successor Servicer shall not affect any liability of the predecessor Servicer which may have arisen under this Agreement prior to its termination as Servicer, nor shall any successor Servicer be liable for any acts or omissions of the predecessor Servicer or for any breach Class [A] and Class [IO] Certificates by the Servicer of any of its representations or warranties contained herein or in any related document or agreementRating Agencies, as evidenced by a writing to such effect delivered to the Trustee[, the Certificate Insurer] and the Administrator. Pending appointment of a successor to the terminated Servicer hereunder, unless the Trustee is prohibited by law from so acting, the Trustee shall act in such capacity as provided abovehereinabove provided. In connection with such appointment and assumption, the successor shall be entitled to receive compensation out of payments on Home Equity Loans in an amount equal to the compensation which the Servicer would otherwise have received pursuant to Section 3.09 (or such lesser compensation as the Trustee and such successor shall agree). The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. (b) In connection with addition, no succession (including by the appointment of a successor Trustee) to the Servicer or the assumption of the duties of the Servicer, as specified in Section 8.05(a), servicer under this Agreement shall be effective unless the Trustee may make or such arrangements other successor servicer shall have provided to the Depositor, at least 15 calendar days prior to the effective date of such succession, written notice, in form and substance reasonably satisfactory to the Depositor, containing all information reasonably requested by the Depositor in order for the compensation Depositor to comply with its reporting obligation under Item 6.02 of such successor out of payments on Mortgage Loans serviced by the predecessor Servicer as it and such successor shall agree; provided, however, that any Person assuming the duties of the Servicer shall pay to such predecessor an amount equal to the market value of the portion of the Servicing Fee that will accrue in the future due to the Servicing Fee Rate exceeding 0.25% per annum Form 8-K with respect to any Mortgage Loan. The "market value" of such portion of the Servicing Fee shall be determined by Bank of America, N.A., on the basis of at least two quotations from third parties actively engaged in the servicing of single-family mortgage loans. If the successor Servicer does not agree that such market value is a fair price, such successor shall obtain two quotations of market value from third parties actively engaged in the servicing of single-family mortgage loans. The market value of the excess portion of the Servicing Fee will then be equal to the average of (i) the lowest figure obtained by Bank of America, N.A., and (ii) the highest figure obtained by the successor Servicer. Payment of the amount calculated above shall be made to Bank of America, N.A., by the successor Servicer no later than the last Business Day of the month in which such successor Servicer becomes entitled to receive the Servicing Fee under this Agreement. In no event will any portion of the Trust Estate be used to pay amounts due to Bank of America, N.A. under this Section 8.05(b)replacement servicer. (c) Any successor, including the Trustee, to the Servicer as servicer shall during the term of its service as servicer (i) continue to service and administer the Home Equity Loans for the benefit of Certificateholders and (ii) maintain in force (i) a policy or policies of insurance covering errors and omissions in the performance of its obligations as servicer Servicer hereunder and (ii) a fidelity bond in respect of its officers, employees and agents to the same extent as the Servicer is so required pursuant to Section 3.033.12. The appointment of a successor Servicer shall not affect any liability of the predecessor Servicer which may have arisen under this Agreement prior to its termination as Servicer (including, without limitation, any deductible under an insurance policy pursuant to Section 3.04), nor shall any successor Servicer be liable for any acts or omissions of the predecessor Servicer or for any breach by such Servicer or the Depositor of any of their representations or warranties contained herein or in any related document or agreement.

Trustee to Act; Appointment of Successor. (a) On and after Upon the time termination of the Servicer receives a notice of termination by the Insurer pursuant to Section 8.017.01 or resignation of the Servicer pursuant to Section 6.04, the Insurer shall appoint a successor servicer ("SUCCESSOR SERVICER"). Upon the termination of the Servicer by the Indenture Trustee, the Noteholders or the Certificateholders pursuant to Section 7.01, or upon the resignation of the Servicer pursuant to Section 6.04 in the event that the Insurer is not entitled to appoint a successor servicer by operation of Section 9.08, (i) if the Notes have not been paid in full, the Indenture Trustee shall be the successor Successor Servicer, and (ii) if the Notes have been paid in all respects to full, the Owner Trustee, acting at the direction of the Holders of Certificates evidencing not less than 51% of the outstanding principal amount of the Certificates, shall appoint a Successor Servicer. The Successor Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall be subject succeed to all the responsibilities, duties and liabilities relating thereto placed on of the Servicer by the terms and provisions hereof or under this Agreement, except that such Successor Servicer shall appoint a successor not be obligated to purchase Contracts pursuant to Section 3.07. Notwithstanding anything provided herein to If the contrary, under no circumstances shall any provision of this Agreement be construed to require the Trustee, acting in its capacity Indenture Trustee acts as successor to the Servicer in its obligation to make Advances, to advance, expend or risk its own funds or otherwise incur any financial liability in the performance of its duties hereunder if it shall have reasonable grounds for believing that such funds are non-recoverable. Subject to Section 8.05(b), as compensation thereforSuccessor Servicer, the Indenture Trustee shall be entitled to such compensation (whether payable out of the Collection Account or otherwise) as the terminated Servicer would have been entitled to hereunder under this Agreement if no such notice of termination had shall have been given. Notwithstanding the aboveforegoing, if the Notes have not been paid in full, the Indenture Trustee may, if it shall be unwilling so to act, or shall, if it is shall be legally unable to so to act, appoint, or petition a court of competent jurisdiction to appoint, any established housing and home finance institution financial institution, having a net worth of not less than $10,000,000 50,000,000 and whose regular business shall include the servicing of automotive retail installment sales contracts, as the successor to the terminated Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder; provided, however, that (i) any such institution appointed as successor Servicer shall not, as evidenced in writing by each Rating Agency, adversely affect the then current rating of any Class of Certificates immediately prior to the termination of the terminated Servicer. The appointment of a successor Servicer shall not affect any liability of the predecessor Servicer which may have arisen under this Agreement prior to its termination as Servicer, nor shall any successor Servicer be liable for any acts or omissions of the predecessor Servicer or for any breach by the Servicer of any of its representations or warranties contained herein or in any related document or agreementAgreement. Pending appointment of a successor to the terminated Servicer hereunder, unless the Trustee is prohibited by law from so actingany such Successor Servicer, the Indenture Trustee shall act in such capacity as provided above. In connection with such appointment, the Indenture Trustee or any other Successor Servicer may make such arrangements for the compensation of such successor out of payments on Contracts as it, the Insurer and such successor shall agree; provided, however, (i) that such amount shall equal the product of a fixed percentage rate and the Principal Balance, as of the commencement of each Collection Period, of each Contract and (ii) that no such compensation shall be in excess of that previously permitted the Servicer under this Agreement. The Indenture Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. (b) In connection with the appointment of a successor Servicer or the assumption of the duties of the Servicer, as specified in Section 8.05(a), the Trustee may make such arrangements for the compensation of such successor out of payments on Mortgage Loans serviced by the predecessor Servicer as it and such successor shall agree; provided, however, that any Person assuming the duties of the Servicer shall pay to such predecessor an amount equal to the market value of the portion of the Servicing Fee that will accrue in the future due to the Servicing Fee Rate exceeding 0.25% per annum with respect to any Mortgage Loan. The "market value" of such portion of the Servicing Fee shall be determined by Bank of America, N.A., on the basis of at least two quotations from third parties actively engaged in the servicing of single-family mortgage loans. If the successor Servicer does not agree that such market value is a fair price, such successor shall obtain two quotations of market value from third parties actively engaged in the servicing of single-family mortgage loans. The market value of the excess portion of the Servicing Fee will then be equal to the average of (i) the lowest figure obtained by Bank of America, N.A., and (ii) the highest figure obtained by the successor Servicer. Payment of the amount calculated above shall be made to Bank of America, N.A., by the successor Servicer no later than the last Business Day of the month in which such successor Servicer becomes entitled to receive the Servicing Fee under this Agreement. In no event will any portion of the Trust Estate be used to pay amounts due to Bank of America, N.A. under this Section 8.05(b). (c) Any successor, including the Trustee, to the Servicer as servicer shall during the term of its service as servicer maintain in force (i) a policy or policies of insurance covering errors and omissions in the performance of its obligations as servicer hereunder and (ii) a fidelity bond in respect of its officers, employees and agents to the same extent as the Servicer is so required pursuant to Section 3.03.

Trustee to Act; Appointment of Successor. (a) On and after the time a Servicer or the Master Servicer receives a notice of termination pursuant to Section 8.017.01 of this Agreement, the Trustee shall or, if Ocwen is the terminated Servicer, the Back-Up Servicer, or a successor servicer or successor master servicer appointed pursuant to Section 7.01, shall, subject to and to the extent provided herein, either be the successor in all respects to a Servicer or the Servicer Master Servicer, but only in its capacity as servicer or master servicer under this Agreement Agreement, respectively, and not in any other, and the transactions set forth herein or provided for herein and shall appoint a successor servicer or successor master servicer, in either event such successor servicer or successor master servicer shall be subject to all the responsibilities, duties and liabilities relating thereto placed on such Servicer or the Servicer Master Servicer, respectively, by the terms and provisions hereof or shall appoint a successor and applicable law including the obligation to make Advances pursuant to Section 3.074.01. Notwithstanding anything provided herein to the contrary, under no circumstances shall any provision of this Agreement be construed to require the Trustee, acting in its capacity as successor to the Servicer in its obligation to make Advances, to advance, expend or risk its own funds or otherwise incur any financial liability in the performance of its duties hereunder if it shall have reasonable grounds for believing that such funds are non-recoverable. Subject to Section 8.05(b), as As compensation therefor, the Trustee successor servicer shall be entitled to such compensation as all funds relating to the related Mortgage Loans that the terminated Servicer would have been entitled to hereunder if no charge to a Collection Account, provided that the terminated Servicer shall nonetheless be entitled to payment or reimbursement as provided in Section 3.09(a) to the extent that such notice payment or reimbursement relates to the period prior to the completion of termination had been giventhe transfer of servicing to a successor servicer. Notwithstanding the aboveforegoing, if the Trustee or the Back-Up Servicer has become the successor to the terminated Servicer or Master Servicer in accordance with Section 7.01, the Trustee or Back-Up Servicer may, if it shall be unwilling to so to act, or shall, if it is legally prohibited by applicable law from making Advances pursuant to 4.01 hereof, or if it is otherwise unable to so to act, appoint, or petition a court of competent jurisdiction to appoint, any established housing and home finance mortgage loan servicing institution having a net worth the appointment of which does not less than $10,000,000 adversely affect the then current rating of the Certificates by each Rating Agency, as the successor to the terminated Servicer or Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the such Servicer or Master Servicer hereunder; provided, however, that (i) any such institution appointed as . Any successor to a Servicer or the Master Servicer shall notbe an institution which is a FNMA or FHLMC approved seller/servicer in good standing, which has a net worth of at least $10,000,000, which is willing to service the related Mortgage Loans and which executes and delivers to the Depositor and the Trustee an agreement accepting such delegation and assignment, containing an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of such Servicer or Master Servicer (other than liabilities of that Servicer or the Master Servicer under Section 6.03 hereof incurred prior to termination of a Servicer or the Master Servicer, respectively, under Section 7.01 hereunder), with like effect as evidenced if originally named as a party to this Agreement; provided that each Rating Agency acknowledges that its rating of the Certificates in writing effect immediately prior to such assignment and delegation will not be qualified or reduced as a result of such assignment and delegation. The Back-Up Servicer (or its affiliate) or any successor servicer appointed by DLJMC shall be rated as a servicer of subprime mortgage loans as “average” (or its equivalent) or better by each Rating Agency, adversely affect the then current Agency that maintains a servicer rating of any Class of Certificates immediately prior to the termination of the terminated Servicer. The appointment of a successor Servicer shall not affect any liability of the predecessor Servicer which may have arisen under this Agreement prior to its termination as Servicer, nor shall any successor Servicer be liable for any acts or omissions of the predecessor Servicer or for any breach by the Servicer of any of its representations or warranties contained herein or in any related document or agreementsystem. Pending appointment of a successor to a Servicer or the terminated Master Servicer hereunder, the Trustee, the Back-Up Servicer or other successor servicer or successor master servicer, unless the Trustee such entity is prohibited by law from so acting, shall, subject to the Trustee shall limitations described herein, act in such capacity as provided abovehereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on the related Mortgage Loans as it and such successor shall agree; provided, however, that no such compensation shall be in excess of (x) the Ocwen Servicing Fee (as defined in the Ocwen Side Letter) or the WFHMI Servicing Fee (as defined in the WFHMI Side Letter), as the case may be, if the successor is the Back-Up Servicer or (y) the Servicing Fee, assuming for this purpose that the Servicing Fee Rate is 0.50% per annum, for any other successor. To the extent that the compensation of any successor to a Servicer is calculated using a rate exceeding the then-current rate used to calculate the Ocwen Servicing Fee (as defined in the Ocwen Side Letter) or the WFHMI Servicing Fee (as defined in the WFHMI Side Letter), as the case may be, each Holder of a Class A-IO-S Certificate hereby agrees to a decrease in the Excess Servicing Fee Rate in an amount equal to such excess. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. (b) In connection with . Neither the appointment Trustee, the Back-Up Servicer nor any other successor servicer or successor master servicer shall be deemed to be in default by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the failure of the terminated Servicer or Master Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. Any successor to a Servicer or shall give notice to the Mortgagors of such change of servicer. Any successor to a Servicer or the assumption of the duties of the ServicerMaster Servicer shall, as specified in Section 8.05(a), the Trustee may make such arrangements for the compensation of such successor out of payments on Mortgage Loans serviced by the predecessor Servicer as it and such successor shall agree; provided, however, that any Person assuming the duties of the Servicer shall pay to such predecessor an amount equal to the market value of the portion of the Servicing Fee that will accrue in the future due to the Servicing Fee Rate exceeding 0.25% per annum with respect to any Mortgage Loan. The "market value" of such portion of the Servicing Fee shall be determined by Bank of America, N.A., on the basis of at least two quotations from third parties actively engaged in the servicing of single-family mortgage loans. If the successor Servicer does not agree that such market value is a fair price, such successor shall obtain two quotations of market value from third parties actively engaged in the servicing of single-family mortgage loans. The market value of the excess portion of the Servicing Fee will then be equal to the average of (i) the lowest figure obtained by Bank of America, N.A., and (ii) the highest figure obtained by the successor Servicer. Payment of the amount calculated above shall be made to Bank of America, N.A., by the successor Servicer no later than the last Business Day of the month in which such successor Servicer becomes entitled to receive the Servicing Fee under this Agreement. In no event will any portion of the Trust Estate be used to pay amounts due to Bank of America, N.A. under this Section 8.05(b). (c) Any successor, including the Trustee, to the Servicer as servicer shall during the term of its service as servicer a Servicer or Master Servicer, as applicable, maintain in force (i) a the policy or policies of insurance covering errors the type that such Servicer or Master Servicer is required to maintain pursuant to this Agreement. In connection with the termination or resignation of a Servicer hereunder, either (i) the successor Servicer, including the Trustee if the Trustee is acting as successor Servicer, shall represent and omissions warrant that it is a member of MERS in good standing and shall agree to comply in all material respects with the performance rules and procedures of its obligations as servicer hereunder and MERS in connection with the servicing of the Mortgage Loans that are registered with MERS, or (ii) a fidelity bond the predecessor Servicer, at its sole expense, shall cooperate with the successor Servicer either (x) in respect causing MERS to execute and deliver an Assignment of its officers, employees and agents Mortgage in recordable form to transfer the Mortgage from MERS to the same extent Trustee and to execute and deliver such other notices, documents and other instruments as may be necessary or desirable to effect a transfer of such Mortgage Loan or servicing of such Mortgage Loan on the MERS® System to the successor Servicer or (y) in causing MERS to designate on the MERS® System the successor Servicer as the servicer of such Mortgage Loan (at the cost and expense of the successor Servicer is so required pursuant to Section 3.03the extent such costs relate to the qualification of such successor Servicer as a member of MERS, otherwise at the cost and expense of the predecessor Servicer). The predecessor Servicer shall file or cause to be filed any such assignment in the appropriate recording office. The successor Servicer shall cause such assignment to be delivered to the Trustee promptly upon receipt of the original with evidence of recording thereon or a copy certified by the public recording office in which such assignment was recorded.