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

Trustee to Act; Appointment of Successor. On and after the time the Subservicer receives a notice of termination pursuant to Section 7.01 hereof, the Trustee shall, to the extent provided in Section 3.04, be the successor to the Subservicer 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 Subservicer by the terms and provisions hereof and applicable law including the obligation to make advances pursuant to Section 4.01. As compensation therefor, the Trustee shall be entitled to all fees, costs and expenses relating to the Mortgage Loans that the Subservicer would have been entitled to if the Subservicer had continued to act hereunder. Notwithstanding the foregoing, if the Trustee has become the successor to the Subservicer in accordance with Section 7.01 hereof, the Trustee may, if it shall be unwilling to so act, or shall, if it is prohibited by applicable law from making Advances pursuant to Section 4.01 hereof or if it is otherwise unable to so act, appoint, or petition a court of competent jurisdiction to appoint, any established mortgage loan servicing institution the appointment of which does not adversely affect the then current rating of the Certificates by each Rating Agency as the successor to the Subservicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Subservicer hereunder. Any successor Subservicer shall be an institution that is a FNMA and FHLMC approved seller/servicer in 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 Subservicer (other than liabilities of the Subservicer under Section 6.03 hereof incurred prior to termination of the Subservicer under Section 7.01), with like effect as if originally named as a party to this Agreement; and provided further that each Rating Agency acknowledges that its rating of the Certificates in effect immediately prior to such assignment and delegation will not be qualified or reduced as a result of such assignment and delegation. No appointment of a successor to the Subservicer 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 resign as servicer until a successor servicer has been appointed and has accepted such appointment. Pending appointment of a successor to the Subservicer hereunder, the Trustee, unless the Trustee is prohibited by law from so acting, shall, subject to Section 3.04 hereof, act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on Mortgage Loans as it and such successor shall agree; provided, however, that no such compensation shall be in excess of that permitted the Subservicer 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 or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the failure of the Subservicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. Any successor to the Subservicer as servicer shall give notice to 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 Subservicer is required to maintain pursuant to Section 6.05.

Trustee to Act; Appointment of Successor. On and after the time the Subservicer Servicer receives a notice of termination pursuant to Section 7.01 hereof, the Trustee shall, subject to and to the extent provided in Section 3.04, be the successor to the Subservicer 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 Subservicer Servicer by the terms and provisions hereof and applicable law including the obligation to make advances Advances pursuant to Section 4.01. As compensation therefor, the Trustee shall be entitled to all fees, costs and expenses funds relating to the Mortgage Loans that the Subservicer Servicer would have been entitled to charge to the Certificate Account or Distribution Account if the Subservicer Servicer had continued to act hereunder. Notwithstanding the foregoing, if the Trustee has become the successor to the Subservicer Servicer in accordance with Section 7.01 hereof, the Trustee may, if it shall be unwilling to so act, or shall, if it is prohibited by applicable law from making Advances pursuant to Section 4.01 hereof or if it is otherwise unable to so act, appoint, or petition a court of competent jurisdiction to appoint, any established mortgage loan servicing institution the appointment of which does not adversely affect the then current rating of the Certificates by each Rating Agency as the successor to the Subservicer Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Subservicer Servicer hereunder. Any successor Subservicer to the Servicer shall be reasonably acceptable to the Insurer and shall be an institution that which is a FNMA and FHLMC approved seller/servicer in good standing, that which has a net worth of at least $15,000,00010,000,000, and that which 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 which contains an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of the Subservicer Servicer (other than liabilities of the Subservicer Servicer under Section 6.03 hereof incurred prior to termination of the Subservicer Servicer under Section 7.01), with like effect as if originally named as a party to this Agreement; and provided further that no such delegation and assignment shall become effective unless each Rating Agency acknowledges that its rating of the Certificates in effect immediately prior to such delegation and assignment and delegation will not be qualified or reduced as a result of such delegation and assignment and delegation. No appointment of a successor to without taking the Subservicer 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 resign as servicer until a successor servicer has been appointed and has accepted such appointmentPolicy into account. Pending appointment of a successor to the Subservicer Servicer hereunder, the Trustee, unless the Trustee is prohibited by law from so acting, shall, subject to Section 3.04 hereof, act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on Mortgage Loans as it and such successor shall agree; provided, however, that no such compensation shall be in excess of that the Servicing Fee permitted the Subservicer 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 or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the failure of the Subservicer Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. Any successor to the Subservicer Servicer as servicer shall give notice to 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 Subservicer is required to maintain pursuant to Section 6.05servicer.

Trustee to Act; Appointment of Successor. On and after (a) Within 90 days of the time the Subservicer Servicer resigns pursuant to Section 6.04 or receives a notice of termination pursuant to Section 7.01 hereof7.01, the Trustee shall, to or a successor Servicer appointed by the extent provided in Section 3.04, Trustee hereunder shall be the successor in all respects to the Subservicer Servicer in its capacity as servicer Servicer under this Agreement and the transactions set forth or provided for herein and shall be subject thereafter to all the responsibilities, duties duties, liabilities and limitations on liabilities relating thereto placed on the Subservicer Servicer, including the obligation to make Advances which have been or will be required to be made, but excluding the representations of the Servicer contained in Section 2.03, by the terms and provisions hereof hereof; provided that any failure to perform such duties or responsibilities caused by the predecessor Servicer's failure to provide information required by Section 4.02 or 4.03 shall not be considered a default by the Trustee as successor Servicer hereunder; and applicable law including provided further that the Trustee shall have no obligation whatsoever with respect to make advances any liability (other than Advances deemed recoverable and not previously made) incurred by the predecessor Servicer at or prior to the time of receipt by such Servicer of the notice of termination pursuant to Section 4.017.01 or receipt by the Trustee of the Opinion of Counsel referred to in Section 6.04. As compensation therefor, the Trustee shall be entitled to the Servicing Fee and all fees, costs and expenses funds relating to the Mortgage Loans that which the Subservicer Servicer would have been entitled to charge to the Custodial Account if the Subservicer Servicer had continued to act hereunder, except for amounts that the Servicer shall be entitled to receive pursuant to Section 7.01. Notwithstanding the foregoing, if If the Trustee has become the successor to the Subservicer Servicer in accordance with Section 7.01 hereof6.04 or this Section 7.02, then notwithstanding the above, if the Trustee may, if it shall be unwilling to so act, or shall, if it is prohibited by applicable law from making Advances pursuant to Section 4.01 hereof or if it is otherwise shall be unable to so act, the Trustee may appoint, or petition a court of competent jurisdiction to appoint, any established housing and home finance institution, which is also a F▇▇▇▇▇ M▇▇ or F▇▇▇▇▇▇ Mac-approved mortgage loan servicing institution the appointment institution, having a net worth of which does not adversely affect the then current rating of the Certificates by each Rating Agency less than $10,000,000 as the successor to the Subservicer Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Subservicer Servicer hereunder. Any successor Subservicer shall be an institution that is a FNMA and FHLMC approved seller/servicer in 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 Subservicer (other than liabilities of the Subservicer under Section 6.03 hereof incurred prior to termination of the Subservicer under Section 7.01), with like effect as if originally named as a party to this Agreement; and provided further that each Rating Agency acknowledges that its rating of the Certificates in effect immediately prior to such assignment and delegation will not be qualified or reduced as a result of such assignment and delegation. No appointment of a successor to the Subservicer 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 resign as servicer until a successor servicer has been appointed and has accepted such appointment. Pending appointment of a successor to the Subservicer Servicer hereunder, the Trustee, unless the Trustee is prohibited by law from so acting, shall, subject to Section 3.04 hereof, shall act in such capacity as hereinabove herein above provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on Mortgage Loans as it and such successor shall agree; provided, however, that no such compensation shall be in excess of that permitted the Subservicer Servicer hereunder. The Each of the Sellers, the Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Neither If 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 or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by becomes the failure of the Subservicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. Any successor to the Subservicer as servicer Servicer hereunder, the Trustee shall give notice be entitled to be reimbursed by the Servicer for all costs associated with the transfer of the servicing of the Mortgage Loans to the Mortgagors Trustee, including any costs or expenses associated with the complete transfer of all servicing data and the completion, correction or manipulation of such change servicing data as may be required by the Trustee to correct any errors or insufficiencies in the servicing data or otherwise to enable the Trustee to service the Mortgage Loans in accordance with this Agreement. To the extent that any such costs and expenses of servicer the Trustee resulting from the termination of the Servicer pursuant to this Section 7.02 are not reimbursed by the terminated Servicer, the Trustee shall be entitled to reimbursement of such costs and shallexpenses from the Payment Account. Any successor, during including the term of its service as servicer Trustee, to the Servicer shall maintain in force the policy or during its term as Servicer hereunder insurance policies that the Subservicer is and fidelity bonds as may be required to maintain be maintained by the Servicer pursuant to Section 6.053.12. If the Trustee shall succeed to any duties of the Servicer with respect to the Mortgage Loans as provided herein, it shall do so in a separate capacity and not in its capacity as Trustee and, accordingly, the provisions of Article VIII shall be inapplicable to the Trustee in its duties as successor Servicer in the servicing of the Mortgage Loans (although such provisions shall continue to apply to the Trustee in its capacity as trustee); the provisions of Article III, however, shall apply to the Trustee in its capacity as successor Servicer. (b) In connection with the termination or resignation of the Servicer hereunder, either (i) the successor Servicer, including the Trustee if the Trustee is acting as successor Servicer, shall represent and warrant that it is a member of MERS in good standing and shall agree to comply in all material respects with the rules and procedures of MERS in connection with the servicing of the Mortgage Loans that are registered with MERS, 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, or (ii) the 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. 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 (b). The successor Servicer shall cause such assignment to be delivered to the Trustee or the Custodian promptly upon receipt of the original with evidence of recording thereon or a copy certified by the public recording office in which such assignment was recorded.

Trustee to Act; Appointment of Successor. On and after (a) Within 90 days of the time the Subservicer Servicer resigns pursuant to Section 6.04 or receives a notice of termination pursuant to Section 7.01 hereof7.01, the Trustee shall, to or a successor Servicer appointed by the extent provided in Section 3.04, Trustee hereunder shall be the successor in all respects to the Subservicer Servicer in its capacity as servicer Servicer under this Agreement and the transactions set forth or provided for herein and shall be subject thereafter to all the responsibilities, duties duties, liabilities and limitations on liabilities relating thereto placed on the Subservicer Servicer, including the obligation to make Monthly Advances which have been or will be required to be made, but excluding the representations of the Servicer contained in Section 2.03, by the terms and provisions hereof hereof; provided that any failure to perform such duties or responsibilities caused by the predecessor Servicer's failure to provide information required by Section 4.02 or 4.03 shall not be considered a default by the Trustee as successor Servicer hereunder; and applicable law including provided further that the Trustee shall have no obligation whatsoever with respect to make advances any liability (other than Monthly Advances deemed recoverable and not previously made) incurred by the predecessor Servicer at or prior to the time of receipt by such Servicer of the notice of termination pursuant to Section 4.017.01 or receipt by the Trustee of the Opinion of Counsel referred to in Section 6.04. As compensation therefor, the Trustee shall be entitled to the Servicing Fee and all fees, costs and expenses funds relating to the Mortgage Loans that which the Subservicer Servicer would have been entitled to charge to the Custodial Account if the Subservicer Servicer had continued to act hereunder, except for amounts that the Servicer shall be entitled to receive pursuant to Section 7.01. Notwithstanding the foregoing, if If the Trustee has become the successor to the Subservicer Servicer in accordance with Section 7.01 hereof6.04 or this Section 7.02, then notwithstanding the above, if the Trustee may, if it shall be unwilling to so act, or shall, if it is prohibited by applicable law from making Advances pursuant to Section 4.01 hereof or if it is otherwise shall be unable to so act, the Trustee may appoint, or petition a court of competent jurisdiction to appoint, any established housing and home finance institution , which is also a ▇▇▇▇▇▇ ▇▇▇ or ▇▇▇▇▇▇▇ Mac-approved mortgage loan servicing institution the appointment institution, having a net worth of which does not adversely affect the then current rating of the Certificates by each Rating Agency less than $10,000,000 as the successor to the Subservicer Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Subservicer Servicer hereunder. Any successor Subservicer shall be an institution that is a FNMA and FHLMC approved seller/servicer in 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 Subservicer (other than liabilities of the Subservicer under Section 6.03 hereof incurred prior to termination of the Subservicer under Section 7.01), with like effect as if originally named as a party to this Agreement; and provided further that each Rating Agency acknowledges that its rating of the Certificates in effect immediately prior to such assignment and delegation will not be qualified or reduced as a result of such assignment and delegation. No appointment of a successor to the Subservicer 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 resign as servicer until a successor servicer has been appointed and has accepted such appointment. Pending appointment of a successor to the Subservicer Servicer hereunder, the Trustee, unless the Trustee is prohibited by law from so acting, shall, subject to Section 3.04 hereof, shall act in such capacity as hereinabove herein above provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on Mortgage Loans as it and such successor shall agree; provided, however, that no such compensation shall be in excess of that permitted the Subservicer Servicer hereunder. The Each of the Seller, the Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Neither If 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 or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by becomes the failure of the Subservicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. Any successor to the Subservicer as servicer Servicer hereunder, the Trustee shall give notice be entitled to be reimbursed by the Servicer for all costs associated with the transfer of the servicing of the Mortgage Loans to the Mortgagors Trustee, including any costs or expenses associated with the complete transfer of all servicing data and the completion, correction or manipulation of such change servicing data as may be required by the Trustee to correct any errors or insufficiencies in the servicing data or otherwise to enable the Trustee to service the Mortgage Loans in accordance with this Agreement. To the extent that any such costs and expenses of servicer the Trustee resulting from the termination of the Servicer pursuant to this Section 7.02 are not reimbursed by the terminated Servicer, the Trustee shall be entitled to reimbursement of such costs and shallexpenses from the Payment Account. Any successor, during including the term of its service as servicer Trustee, to the Servicer shall maintain in force the policy or during its term as Servicer hereunder insurance policies that the Subservicer is and fidelity bonds as may be required to maintain be maintained by the Servicer pursuant to Section 6.053.12. If the Trustee shall succeed to any duties of the Servicer with respect to the Mortgage Loans as provided herein, it shall do so in a separate capacity and not in its capacity as Trustee and, accordingly, the provisions of Article VIII shall be inapplicable to the Trustee in its duties as successor Servicer in the servicing of the Mortgage Loans (although such provisions shall continue to apply to the Trustee in its capacity as trustee); the provisions of Article III, however, shall apply to the Trustee in its capacity as successor Servicer. (b) In connection with the termination or resignation of the Servicer hereunder, either (i) the successor Servicer, including the Trustee if the Trustee is acting as successor Servicer, shall represent and warrant that it is a member of MERS in good standing and shall agree to comply in all material respects with the rules and procedures of MERS in connection with the servicing of the Mortgage Loans that are registered with MERS, 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, or (ii) the 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. 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 (b). The successor Servicer shall cause such assignment to be delivered to the Trustee or the Custodian promptly upon receipt of the original with evidence of recording thereon or a copy certified by the public recording office in which such assignment was recorded.

Trustee to Act; Appointment of Successor. On and after the time the Subservicer Servicer receives a notice of termination pursuant to Section 7.01 hereof7.01, the Trustee shall, subject to and to the extent provided in Section 3.043.05, be the successor to the Subservicer Servicer in its capacity as servicer 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 Subservicer Servicer by the terms and provisions hereof and applicable law including the obligation to make advances Advances pursuant to Section 4.01. As compensation therefor, the Trustee shall be entitled to all fees, costs and expenses funds relating to the Mortgage Loans that the Subservicer Servicer would have been entitled to charge to the Certificate Account or Distribution Account if the Subservicer Servicer had continued to act hereunder, including, if the Servicer was receiving the Servicing Fee, the Servicing Fee. Notwithstanding the foregoing, if the Trustee has become the successor to the Subservicer Servicer in accordance with Section 7.01 hereof7.01, the Trustee may, if it shall be unwilling to so act, or shall, if it is prohibited by applicable law from making Advances pursuant to Section 4.01 hereof or if it is otherwise unable to so act, appoint, or petition a court of competent jurisdiction to appoint, any established mortgage loan servicing institution the appointment of which does not adversely affect the then current rating of the Certificates by each Rating Agency Agency, as the successor to the Subservicer Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Subservicer Servicer hereunder. Any successor Subservicer to the Servicer shall be an institution that which is a FNMA and FHLMC approved seller/servicer in good standing, that which has a net worth of at least $15,000,000, and that which is willing to service the Mortgage Loans and which executes and delivers to the Depositor and the Trustee an agreement accepting such delegation and assignment, that contains containing an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of the Subservicer Servicer (other than liabilities of the Subservicer Servicer under Section 6.03 hereof incurred prior to before termination of the Subservicer Servicer under Section 7.01), with like effect as if originally named as a party to this Agreement; and provided further that each Rating Agency acknowledges that its rating of the Certificates in effect immediately prior to before such assignment and delegation will not be qualified or reduced as a result of such assignment and delegation. No appointment of a successor to the Subservicer 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 resign as servicer until a successor servicer has been appointed and has accepted such appointment. Pending appointment of a successor to the Subservicer Servicer hereunder, the Trustee, unless the Trustee is prohibited by law from so acting, shall, subject to Section 3.04 hereof, shall act in such capacity as hereinabove providedprovided above, subject to section 3.03 and unless prohibited by law. 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 in no case shall the rate of such compensation shall be in excess of that permitted exceed the Subservicer hereunderServicing Fee Rate. 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 Servicer shall be deemed to be in default hereunder by reason because of any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the failure of the Subservicer Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. In connection with the termination or resignation of the Servicer hereunder, either (i) the successor Servicer, including the Trustee if the Trustee is acting as successor Servicer, shall represent and warrant that it is a member of MERS in good standing and shall agree to comply in all material respects with the rules and procedures of MERS in connection with the servicing of the Mortgage Loans that are registered with MERS, or (ii) the predecessor Servicer shall cooperate with the successor Servicer either (x) in causing MERS to execute and deliver an assignment of Mortgage in recordable form to transfer the Mortgage from MERS to the Trustee and to execute and deliver such other notices, documents and other instruments as may be necessary or desirable to effect a transfer of such Mortgage Loan or servicing of such Mortgage Loan on the MERS(R) System to the successor Servicer or (y) in causing MERS to designate on the MERS(R) System the successor Servicer as the servicer of such Mortgage Loan. The predecessor Servicer shall file or cause to be filed any such assignment in the appropriate recording office. The successor Servicer shall cause such assignment to be delivered to the Trustee promptly upon receipt of the original with evidence of recording thereon or a copy certified by the public recording office in which such assignment was recorded. Any successor to the Subservicer Servicer as servicer Servicer shall give notice to the Mortgagors of such change of servicer and shall, during the term of its service as servicer Servicer, maintain in force the policy or policies that the Subservicer Servicer is required to maintain pursuant to Section 6.05this Agreement.

Trustee to Act; Appointment of Successor. On and after (a) Within 90 days of the time the Subservicer Servicer resigns pursuant to Section 6.04 or receives a notice of termination pursuant to Section 7.01 hereof7.01, the Trustee shall, to or a successor Servicer appointed by the extent provided in Section 3.04, Trustee hereunder shall be the successor in all respects to the Subservicer Servicer in its capacity as servicer Servicer under this Agreement and the transactions set forth or provided for herein and shall be subject thereafter to all the responsibilities, duties duties, liabilities and limitations on liabilities relating thereto placed on the Subservicer Servicer, including the obligation to make Advances which have been or will be required to be made, but excluding the representations of the Servicer contained in Section 2.03, by the terms and provisions hereof hereof; provided that any failure to perform such duties or responsibilities caused by the predecessor Servicer's failure to provide information required by Section 4.02 or 4.03 shall not be considered a default by the Trustee as successor Servicer hereunder; and applicable law including provided further that the Trustee shall have no obligation whatsoever with respect to make advances any liability (other than Advances deemed recoverable and not previously made) incurred by the predecessor Servicer at or prior to the time of receipt by such Servicer of the notice of termination pursuant to Section 4.017.01 or receipt by the Trustee of the Opinion of Counsel referred to in Section 6.04. As compensation therefor, the Trustee shall be entitled to the Servicing Fee and all fees, costs and expenses funds relating to the Mortgage Loans that which the Subservicer Servicer would have been entitled to charge to the Custodial Account if the Subservicer Servicer had continued to act hereunder, except for amounts that the Servicer shall be entitled to receive pursuant to Section 7.01. Notwithstanding the foregoing, if If the Trustee has become the successor to the Subservicer Servicer in accordance with Section 7.01 hereof6.04 or this Section 7.02, then notwithstanding the above, if the Trustee may, if it shall be unwilling to so act, or shall, if it is prohibited by applicable law from making Advances pursuant to Section 4.01 hereof or if it is otherwise shall be unable to so act, the Trustee may appoint, or petition a court of competent jurisdiction to appoint, any established mortgage loan servicing institution the appointment housing and home finance institution, which is also a Fannie Mae or Freddie Mac-approve▇ ▇▇▇▇g▇▇▇ ser▇▇▇▇▇▇ institution, having a net worth of which does not adversely affect the then current rating of the Certificates by each Rating Agency less than $10,000,000 as the successor to the Subservicer Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Subservicer Servicer hereunder. Any successor Subservicer shall be an institution that is a FNMA and FHLMC approved seller/servicer in 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 Subservicer (other than liabilities of the Subservicer under Section 6.03 hereof incurred prior to termination of the Subservicer under Section 7.01), with like effect as if originally named as a party to this Agreement; and provided further that each Rating Agency acknowledges that its rating of the Certificates in effect immediately prior to such assignment and delegation will not be qualified or reduced as a result of such assignment and delegation. No appointment of a successor to the Subservicer 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 resign as servicer until a successor servicer has been appointed and has accepted such appointment. Pending appointment of a successor to the Subservicer Servicer hereunder, the Trustee, unless the Trustee is prohibited by law from so acting, shall, subject to Section 3.04 hereof, shall act in such capacity as hereinabove herein above provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on Mortgage Loans as it and such successor shall agree; provided, however, that no such compensation shall be in excess of that permitted the Subservicer Servicer hereunder. The Each of the Seller, the Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Neither If 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 or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by becomes the failure of the Subservicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. Any successor to the Subservicer as servicer Servicer hereunder, the Trustee shall give notice be entitled to be reimbursed by the Servicer for all costs associated with the transfer of the servicing of the Mortgage Loans to the Mortgagors Trustee, including any costs or expenses associated with the complete transfer of all servicing data and the completion, correction or manipulation of such change servicing data as may be required by the Trustee to correct any errors or insufficiencies in the servicing data or otherwise to enable the Trustee to service the Mortgage Loans in accordance with this Agreement. To the extent that any such costs and expenses of servicer the Trustee resulting from the termination of the Servicer pursuant to this Section 7.02 are not reimbursed by the terminated Servicer, the Trustee shall be entitled to reimbursement of such costs and shallexpenses from the Payment Account. Any successor, during including the term of its service as servicer Trustee, to the Servicer shall maintain in force the policy or during its term as Servicer hereunder insurance policies that the Subservicer is and fidelity bonds as may be required to maintain be maintained by the Servicer pursuant to Section 6.053.12. If the Trustee shall succeed to any duties of the Servicer with respect to the Mortgage Loans as provided herein, it shall do so in a separate capacity and not in its capacity as Trustee and, accordingly, the provisions of Article VIII shall be inapplicable to the Trustee in its duties as successor Servicer in the servicing of the Mortgage Loans (although such provisions shall continue to apply to the Trustee in its capacity as trustee); the provisions of Article III, however, shall apply to the Trustee in its capacity as successor Servicer. (b) In connection with the termination or resignation of the Servicer hereunder, either (i) the successor Servicer, including the Trustee if the Trustee is acting as successor Servicer, shall represent and warrant that it is a member of MERS in good standing and shall agree to comply in all material respects with the rules and procedures of MERS in connection with the servicing of the Mortgage Loans that are registered with MERS, 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, or (ii) the 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. 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 (b). The successor Servicer shall cause such assignment to be delivered to the Trustee or the Custodian promptly upon receipt of the original with evidence of recording thereon or a copy certified by the public recording office in which such assignment was recorded.

Trustee to Act; Appointment of Successor. On and after (a) Within 90 days of the time the Subservicer Servicer resigns pursuant to Section 6.04 or receives a notice of termination pursuant to Section 7.01 hereof7.01, the Trustee shall, to or a successor Servicer appointed by the extent provided in Section 3.04, Trustee hereunder shall be the successor in all respects to the Subservicer Servicer in its capacity as servicer Servicer under this Agreement and the transactions set forth or provided for herein and shall be subject thereafter to all the responsibilities, duties duties, liabilities and limitations on liabilities relating thereto placed on the Subservicer Servicer, including the obligation to make Advances which have been or will be required to be made, but excluding the representations of the Servicer contained in Section 2.03, by the terms and provisions hereof hereof; provided that any failure to perform such duties or responsibilities caused by the predecessor Servicer's failure to provide information required by Section 4.02 or 4.03 shall not be considered a default by the Trustee as successor Servicer hereunder; and applicable law including provided further that the Trustee shall have no obligation whatsoever with respect to make advances any liability (other than Advances deemed recoverable and not previously made) incurred by the predecessor Servicer at or prior to the time of receipt by such Servicer of the notice of termination pursuant to Section 4.017.01 or receipt by the Trustee of the Opinion of Counsel referred to in Section 6.04. As compensation therefor, the Trustee shall be entitled to the Servicing Fee and all fees, costs and expenses funds relating to the Mortgage Loans that which the Subservicer Servicer would have been entitled to charge to the Custodial Account if the Subservicer Servicer had continued to act hereunder, except for amounts that the Servicer shall be entitled to receive pursuant to Section 7.01. Notwithstanding the foregoing, if If the Trustee has become the successor to the Subservicer Servicer in accordance with Section 7.01 hereof6.04 or this Section 7.02, then notwithstanding the above, if the Trustee may, if it shall be unwilling to so act, or shall, if it is prohibited by applicable law from making Advances pursuant to Section 4.01 hereof or if it is otherwise shall be unable to so act, the Trustee may appoint, or petition a court of competent jurisdiction to appoint, any established housing and home finance institution, which is also a ▇▇▇▇▇▇ ▇▇▇ or ▇▇▇▇▇▇▇ Mac-approved mortgage loan servicing institution the appointment institution, having a net worth of which does not adversely affect the then current rating of the Certificates by each Rating Agency less than $10,000,000 as the successor to the Subservicer Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Subservicer Servicer hereunder. Any successor Subservicer shall be an institution that is a FNMA and FHLMC approved seller/servicer in 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 Subservicer (other than liabilities of the Subservicer under Section 6.03 hereof incurred prior to termination of the Subservicer under Section 7.01), with like effect as if originally named as a party to this Agreement; and provided further that each Rating Agency acknowledges that its rating of the Certificates in effect immediately prior to such assignment and delegation will not be qualified or reduced as a result of such assignment and delegation. No appointment of a successor to the Subservicer 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 resign as servicer until a successor servicer has been appointed and has accepted such appointment. Pending appointment of a successor to the Subservicer Servicer hereunder, the Trustee, unless the Trustee is prohibited by law from so acting, shall, subject to Section 3.04 hereof, shall act in such capacity as hereinabove herein above provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on Mortgage Loans as it and such successor shall agree; provided, however, that no such compensation shall be in excess of that permitted the Subservicer Servicer hereunder. The Each of the Seller, the Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Neither If 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 or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by becomes the failure of the Subservicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. Any successor to the Subservicer as servicer Servicer hereunder, the Trustee shall give notice be entitled to be reimbursed by the Servicer for all costs associated with the transfer of the servicing of the Mortgage Loans to the Mortgagors Trustee, including any costs or expenses associated with the complete transfer of all servicing data and the completion, correction or manipulation of such change servicing data as may be required by the Trustee to correct any errors or insufficiencies in the servicing data or otherwise to enable the Trustee to service the Mortgage Loans in accordance with this Agreement. To the extent that any such costs and expenses of servicer the Trustee resulting from the termination of the Servicer pursuant to this Section 7.02 are not reimbursed by the terminated Servicer, the Trustee shall be entitled to reimbursement of such costs and shallexpenses from the Payment Account. Any successor, during including the term of its service as servicer Trustee, to the Servicer shall maintain in force the policy or during its term as Servicer hereunder insurance policies that the Subservicer is and fidelity bonds as may be required to maintain be maintained by the Servicer pursuant to Section 6.053.12. If the Trustee shall succeed to any duties of the Servicer with respect to the Mortgage Loans as provided herein, it shall do so in a separate capacity and not in its capacity as Trustee and, accordingly, the provisions of Article VIII shall be inapplicable to the Trustee in its duties as successor Servicer in the servicing of the Mortgage Loans (although such provisions shall continue to apply to the Trustee in its capacity as trustee); the provisions of Article III, however, shall apply to the Trustee in its capacity as successor Servicer. (b) In connection with the termination or resignation of the Servicer hereunder, either (i) the successor Servicer, including the Trustee if the Trustee is acting as successor Servicer, shall represent and warrant that it is a member of MERS in good standing and shall agree to comply in all material respects with the rules and procedures of MERS in connection with the servicing of the Mortgage Loans that are registered with MERS, 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, or (ii) the 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. 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 (b). The successor Servicer shall cause such assignment to be delivered to the Trustee or the Custodian promptly upon receipt of the original with evidence of recording thereon or a copy certified by the public recording office in which such assignment was recorded.

Trustee to Act; Appointment of Successor. On and after the time the Subservicer Servicer receives a notice of termination pursuant to Section 7.01 hereofof this Agreement, the Trustee shall, subject to and to the extent provided in Section 3.04herein, be the successor to the Subservicer 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 Subservicer Servicer by the terms and provisions hereof and applicable law including the obligation to make advances Advances pursuant to Section 4.01. As compensation therefor, the Trustee shall be entitled to all fees, costs and expenses funds relating to the related Mortgage Loans that the Subservicer Servicer would have been entitled to if charge to a Collection Account, provided that the Subservicer had continued terminated Servicer shall nonetheless be entitled to act hereunderpayment or reimbursement as provided in Section 3.09(a) to the extent that such payment or reimbursement relates to the period prior to termination of the Servicer. Notwithstanding the foregoing, if the Trustee has become the successor to the Subservicer Servicer in accordance with Section 7.01 hereof7.01, the Trustee may, if it shall be unwilling to so act, or shall, if it is prohibited by applicable law from making Advances pursuant to Section 4.01 hereof hereof, or if it is otherwise unable to so act, appoint, or petition a court of competent jurisdiction to appoint, any established mortgage loan servicing institution the appointment of which does not adversely affect the then current rating of the Certificates by each Rating Agency Agency, as the successor to the Subservicer Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Subservicer Servicer hereunder. Any successor Subservicer to the Servicer shall be an institution that which is a FNMA and or FHLMC approved seller/servicer in good standing, that which has a net worth of at least $15,000,00010,000,000, and that 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, that contains containing an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of the Subservicer Servicer (other than liabilities of the Subservicer Servicer under Section 6.03 hereof incurred prior to termination of the Subservicer Servicer under Section 7.017.01 hereunder), with like effect as if originally named as a party to this Agreement; and provided further that each Rating Agency acknowledges that its rating of the Certificates in effect immediately prior to such assignment and delegation will not be qualified or reduced as a result of such assignment and delegation. No appointment of a successor to the Subservicer 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 resign as servicer until a successor servicer has been appointed and has accepted such appointment. Pending appointment of a successor to the Subservicer Servicer hereunder, the Trustee, unless the Trustee is prohibited by law from so acting, shall, subject to Section 3.04 hereofthe limitations described herein, act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on the related Mortgage Loans as it and such successor shall agree; provided, however, that no such compensation shall be in excess of that permitted the Subservicer hereunderServicing Fee. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Neither the Trustee nor any other successor servicer shall be deemed to be in default hereunder by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the failure of the Subservicer Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. Any successor to the Subservicer as servicer Servicer shall give notice to the Mortgagors of such change of servicer and shall, during the term of its service as servicer servicer, maintain in force the policy or policies that the Subservicer Servicer is required to maintain pursuant to Section 6.05this Agreement.

Trustee to Act; Appointment of Successor. (a) On and after the time the Subservicer Servicer receives a notice of termination pursuant to Section 7.01 hereof10.02 of the Amended and Restated Contribution and Servicing Agreement, the Trustee shall, (subject to the extent provided in Section 3.04, subsection (b) hereof) shall be the successor in all respects to the Subservicer Servicer in its capacity as servicer under this the Amended and Restated Contribution and Servicing Agreement and of the transactions set forth or provided for herein and Contracts and, to such extent, shall be subject to all the responsibilities, duties and liabilities (other than the duty to advance funds and indemnify) relating thereto placed on the Subservicer Servicer by the terms and provisions hereof thereof (but not the obligations of the Contributor contained therein which shall survive any such termination as provided in Section 10.02 thereof) and applicable law including the obligation to make advances pursuant to Section 4.01. As compensation therefor, the Trustee shall be entitled to all fees, costs receive from the Issuer the Servicing Fee and expenses relating to other servicing compensation provided for in Section 4.04 of the Mortgage Loans Amended and Restated Contribution and Servicing Agreement; PROVIDED that the Subservicer would have been entitled to if Trustee shall in no way be responsible or liable for any action or actions of the Subservicer had continued to act hereunder. Notwithstanding Servicer before the foregoing, if time the Trustee has become the successor to the Subservicer in accordance with Section 7.01 hereof, the Servicer receives such a notice of termination. (b) The Trustee may, if it shall be is unwilling to so act, or shall, if it is prohibited by applicable law from making Advances pursuant to Section 4.01 hereof or if it is otherwise unable to act as the successor Servicer, give notice of such fact to each Noteholder and (i) appoint a successor Servicer with a net worth of at least $15,000,000 and reasonably acceptable to Noteholders evidencing more than 50% of the Voting Rights and whose regular business includes the servicing of a similar type of contracts and the financing of medical diagnostic imaging equipment, as the successor Servicer under the Amended and Restated Contribution and Servicing Agreement, to assume all of the rights and obligations of the Servicer thereunder, including, without limitation, the Servicer's right thereunder to receive the Servicing Fee (but not the obligations of the Contributor contained therein) or, (ii) if no such institution is so actappointed, appoint, or petition a court of competent jurisdiction to appoint, any established mortgage loan servicing appoint an institution the appointment of which does not adversely affect the then current rating of the Certificates by each Rating Agency meeting such criteria as the successor to the Subservicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Subservicer hereunder. Any successor Subservicer shall be an institution that is a FNMA and FHLMC approved seller/servicer in 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 Subservicer (other than liabilities of the Subservicer under Section 6.03 hereof incurred prior to termination of the Subservicer under Section 7.01), with like effect as if originally named as a party to this Agreement; and provided further that each Rating Agency acknowledges that its rating of the Certificates in effect immediately prior to such assignment and delegation will not be qualified or reduced as a result of such assignment and delegation. No appointment of a successor to the Subservicer 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 resign as servicer until a successor servicer has been appointed and has accepted such appointmentServicer thereunder. Pending appointment of a successor to Servicer under the Subservicer hereunderAmended and Restated Contribution and Servicing Agreement, the Trustee, unless the Trustee is prohibited by law from so acting, shall, subject to Section 3.04 hereof, shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee shall cause such successor Servicer to enter into a servicing agreement substantially in the form of the Amended and Restated Contribution and Servicing Agreement, except that such agreement shall not include any of the Contributor's representations, warranties or obligations and the Trustee may make such arrangements for the compensation of such successor Servicer out of payments on Mortgage Loans Contracts and the related Contracts as it and such successor Servicer shall agree; providedPROVIDED, howeverHOWEVER, that no such compensation shall be in excess of that permitted the Subservicer 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 provided in default hereunder by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the failure Section 4.04 of the Subservicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. Any successor to the Subservicer as servicer shall give notice to the Mortgagors of such change of servicer Amended and shall, during the term of its service as servicer maintain in force the policy or policies that the Subservicer is required to maintain pursuant to Section 6.05Restated Contribution and Servicing Agreement.

Trustee to Act; Appointment of Successor. On and after the time the Subservicer Servicer receives a notice of termination pursuant to Section 7.01 hereof7.01, the Trustee shall, subject to and to the extent provided in Section 3.043.05, be the successor to the Subservicer Servicer in its capacity as servicer Servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities (other than any liabilities incurred by the Servicer prior to its termination hereunder) relating thereto placed on the Subservicer Servicer by the terms and provisions hereof and applicable law law, including the obligation to make advances Advances pursuant to Section 4.01. As compensation therefor, the Trustee shall be entitled to all fees, costs and expenses funds relating to the Mortgage Loans that the Subservicer Servicer would have been entitled to charge to the Certificate Account or Distribution Account if the Subservicer Servicer had continued to act hereunder. Notwithstanding the foregoing, if the Trustee has become the successor to the Subservicer Servicer in accordance with Section 7.01 hereof7.01, the Trustee may, if it shall be unwilling to so act, or shall, if it is prohibited by applicable law from making Advances pursuant to Section 4.01 hereof or if it is otherwise unable to so act, appoint, or petition a court of competent jurisdiction to appoint, any established mortgage loan servicing institution reasonably acceptable to the NIMS Insurer (as evidenced by the prior written consent of the NIMS Insurer), the appointment of which does not adversely affect the then current rating of the Certificates and the NIMS Insurer guaranteed notes by each Rating Agency Agency, as the successor to the Subservicer Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities obligations of the Subservicer Servicer hereunder. Any successor Subservicer to the Servicer shall be an institution that is a FNMA and FHLMC approved seller/servicer in good standing, that has a net worth of at least $15,000,000, and that is willing to service the Mortgage Loans and that executes and delivers to the Depositor and the Trustee an agreement accepting such delegation and assignment, that contains containing an assumption by such Person it of the rights, powers, duties, responsibilities, rights and obligations and liabilities of the Subservicer Servicer (other than liabilities of the Subservicer Servicer under Section 6.03 hereof incurred prior to before termination of the Subservicer Servicer under Section 7.01), with like effect as if originally named as a party to this Agreement; and provided further provided, that each Rating Agency acknowledges that its rating of the Certificates in effect immediately prior to such before the assignment and delegation will not be qualified or reduced as a result of such the assignment and delegation. No appointment of a successor to the Subservicer 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 resign as servicer until a successor servicer has been appointed and has accepted such appointment. Pending appointment of a successor to the Subservicer Servicer hereunder, the Trustee, unless the Trustee is prohibited by law from so acting, shall, subject to Section 3.04 hereof3.05, act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such the successor out of payments on Mortgage Loans as it and such the successor shall agree; provided, however, that no . No such compensation shall be in excess of that permitted exceed the Subservicer hereunderServicing Fee Rate. The Trustee and such the successor shall take such any action, consistent with this Agreement, as shall be necessary to effectuate any such the succession. Neither the Trustee nor any other successor servicer Servicer shall be deemed to be in default hereunder by reason because of any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the failure of the Subservicer Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. The appointment of a successor Servicer shall not affect any liability of the predecessor Servicer that my have arisen under this Agreement before its termination as Servicer to pay any deductible under an insurance policy, to indemnify any person, or otherwise, nor shall any successor Servicer be liable for any acts or omissions of the predecessor Servicer or for any breach by the Servicer of any of its representations and warranties contained in this Agreement. In connection with the termination or resignation of the Servicer hereunder, either (i) the successor Servicer, including the Trustee if the Trustee is acting as successor Servicer, shall represent and warrant that it is a member of MERS in good standing and shall agree to comply in all material respects with the rules and procedures of MERS in connection with the servicing of the Mortgage Loans that are registered with MERS, or (ii) the predecessor Servicer shall cooperate with the successor Servicer either (x) in causing MERS to execute and deliver an assignment of Mortgage in recordable form to transfer the Mortgage from MERS to the Trustee and to execute and deliver such other notices, documents and other instruments as may be necessary or desirable to effect a transfer of such Mortgage Loan or servicing of such Mortgage Loan on the MERS® 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. 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. Any successor to the Subservicer Servicer as servicer Servicer shall give notice to of the Mortgagors of such change of servicer to the NIMS Insurer and the Mortgagors and shall, during the term of its service as servicer Servicer, maintain in force the policy or policies that the Subservicer Servicer is required to maintain pursuant to Section 6.05.

Trustee to Act; Appointment of Successor. On and after the time the Subservicer Servicer receives a notice of termination pursuant to Section 7.01 hereof, the Trustee shall, to the extent provided in Section 3.04, be the successor to the Subservicer 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 Subservicer Servicer by the terms and provisions hereof and applicable law including the obligation to make advances pursuant to Section 4.01. As compensation therefor, subject to the last paragraph of Section 7.01, as applicable, the Trustee shall be entitled to all fees, compensation and reimbursement for costs and expenses relating to the Mortgage Loans that the Subservicer Servicer would have been entitled to hereunder if the Subservicer Servicer had continued to act hereunder. Notwithstanding the foregoing, if the Trustee has become the successor to the Subservicer Servicer in accordance with Section 7.01 hereof, the Trustee may, if it shall be unwilling to so act, or shall, if it is prohibited by applicable law from making Advances pursuant to Section 4.01 hereof or if it is otherwise unable to so act, appoint, or petition a court of competent jurisdiction to appoint, any established mortgage loan servicing institution the appointment of which successor does not adversely affect the then current rating of the Certificates by each Rating Agency as the successor to the Subservicer Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Subservicer Servicer hereunder. Any successor Subservicer servicer shall be an institution that is a FNMA ▇▇▇▇▇▇ ▇▇▇ and FHLMC ▇▇▇▇▇▇▇ Mac approved seller/servicer in 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 Subservicer Servicer (other than liabilities of the Subservicer Servicer under Section 6.03 hereof incurred prior to termination of the Subservicer Servicer under Section 7.01), with like effect as if originally named as a party to this Agreement; and provided further that each Rating Agency acknowledges that its rating of the Certificates in effect immediately prior to such assignment and delegation will not be qualified or reduced as a result of such assignment and delegation. No appointment of a successor to the Subservicer 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 resign as servicer until a successor servicer has been appointed and has accepted such appointment. Pending appointment of a successor to the Subservicer Servicer hereunder, the Trustee, unless the Trustee is prohibited by law from so acting, shall, subject to Section 3.04 hereof, act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on Mortgage Loans as it and such successor shall agree; provided, however, that no such compensation shall be in excess of that permitted the Subservicer 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 or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the failure of the Subservicer Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. Any successor In the event that the Servicer shall for any reason no longer be the Servicer hereunder (including by reason of any Event of Default), notwithstanding anything to the Subservicer as servicer shall give notice contrary above, the Trustee and the Depositor hereby agree that within ten (10) Business Days or delivery to the Mortgagors Trustee by the Servicing Rights Pledgee of a letter signed by the Servicer whereby the Servicer shall resign as Servicer under this Agreement, the Servicing Rights Pledgee or its designee shall be appointed as successor servicer (provided that at the time of such change appointment the Servicing Rights Pledgee or such designee meets the requirements of a successor servicer set forth above) and shall, during the term Servicing Rights Pledgee agrees to be subject to the terms of its service as servicer maintain in force the policy or policies that the Subservicer is required to maintain pursuant to Section 6.05this Agreement.

Trustee to Act; Appointment of Successor. (1) On and after the time the Subservicer Servicer receives a notice of termination pursuant to Section 7.01 hereoftermination, the Trustee shall, shall separately assume and become the successor in all respects to the extent provided in Section 3.04, be the successor to the Subservicer Servicer in its capacity as servicer Servicer under this Agreement and the transactions set forth or provided for herein herein, and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on and arising thereafter shall be assumed by the Subservicer Trustee (except for any representations or warranties of the Servicer under this Agreement, the responsibilities, duties and liabilities contained in Section 2.05 and the obligation to deposit amounts in respect of losses pursuant to Section 3.12) by the terms and provisions hereof and applicable including, without limitation, the Servicer’s obligations to make Advances pursuant to Section 4.03; provided, however, that if the Trustee is prohibited by law including the obligation or regulation from obligating itself to make advances regarding delinquent mortgage loans, then the Trustee shall not be obligated to make Advances pursuant to Section 4.014.03; and provided further, that any failure to perform such duties or responsibilities caused by the Servicer’s failure to provide information required by Section 7.01 shall not be considered a default by the Trustee as successor to the Servicer hereunder. As compensation therefor, the Trustee shall be entitled to the Servicing Fee and all fees, costs and expenses funds relating to the Mortgage Loans that to which the Subservicer Servicer would have been entitled to if the Subservicer it had continued to act hereunder. Notwithstanding the foregoing, if the Trustee has become the successor above and subject to the Subservicer in accordance with Section 7.01 hereof7.02(a)(2) below, the Trustee may, if it shall be unwilling to so act, or shall, if it is prohibited by applicable law from making Advances pursuant unable to Section 4.01 hereof so act or if it is otherwise unable prohibited by law from making advances regarding delinquent mortgage loans or if the Holders of Certificates entitled to at least 51% of the Voting Rights so act, appoint, request in writing to the Trustee promptly appoint or petition a court of competent jurisdiction to appoint, any an established mortgage loan servicing institution acceptable to each Rating Agency without qualification, withdrawal or downgrading of the appointment of which does not adversely affect the ratings then current rating assigned to any of the Certificates by each Rating Agency and having a net worth of not less than $15,000,000, as the successor to the Subservicer hereunder Servicer under this Agreement in the assumption of all or any part of the responsibilities, duties or liabilities of the Subservicer hereunderServicer under this Agreement. Any successor Subservicer All Servicing Transfer Costs shall be an institution that is a FNMA and FHLMC approved seller/servicer in good standingpaid by the predecessor Servicer upon presentation of reasonable documentation of such costs (provided, that has a net worth if the Trustee is the predecessor Servicer by reason of at least $15,000,000this Section 7.02, such costs shall be paid by the Servicer preceding the Trustee as successor servicer), and that is willing if such predecessor or initial Servicer, as applicable, defaults in its obligation to service pay such costs, such costs shall be paid by the Mortgage Loans and executes and delivers to the Depositor and successor Servicer or the Trustee an agreement accepting such delegation and assignment(in which case the successor Servicer or the Trustee, that contains an assumption by such Person as applicable, shall be entitled to reimbursement therefor from the assets of the rights, powers, duties, responsibilities, obligations and liabilities of the Subservicer Trust Fund). (other than liabilities of the Subservicer under Section 6.03 hereof incurred prior to termination of the Subservicer under Section 7.01), with like effect as if originally named as a party to this Agreement; and provided further that each Rating Agency acknowledges that its rating of the Certificates in effect immediately prior to such assignment and delegation will not be qualified or reduced as a result of such assignment and delegation. 2) No appointment of a successor to the Subservicer hereunder Servicer under this Agreement shall be effective until the Trustee shall have consented thereto, and written notice of such proposed appointment shall have been provided assumption by the Trustee to each Certificateholder. The Trustee shall not resign as servicer until a successor servicer has been appointed of all of the Servicer’s responsibilities, duties and has accepted such appointment. Pending appointment of a successor to the Subservicer liabilities hereunder, the Trustee, unless the Trustee is prohibited by law from so acting, shall, subject to Section 3.04 hereof, act in such capacity as hereinabove provided. In connection with such appointment and assumptionassumption described herein, the Trustee may make such arrangements for the compensation of such successor out of payments on Mortgage Loans as it and such successor shall agree; provided, however, that no such compensation shall be in excess of that permitted the Subservicer Servicer as such hereunder. The Depositor, the Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Neither the Trustee nor any other successor servicer shall be deemed to be in default hereunder by reason Pending appointment 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 Subservicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. Any a successor to the Subservicer Servicer under this Agreement, the Trustee shall act in such capacity as servicer shall give notice to 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 Subservicer is required to maintain pursuant to Section 6.05hereinabove provided.

Trustee to Act; Appointment of Successor. On and after the time the Subservicer Servicer receives a notice of termination pursuant to Section 7.01 hereof, the Trustee shall, to the extent provided in Section 3.04, be the successor to the Subservicer 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 Subservicer Servicer by the terms and provisions hereof and applicable law including the obligation to make advances pursuant to Section 4.01. As compensation therefor, subject to the last paragraph of Section 7.01, the Trustee shall be entitled to all fees, compensation and reimbursement for costs and expenses relating to the Mortgage Loans that the Subservicer Servicer would have been entitled to hereunder if the Subservicer Servicer had continued to act hereunder. Notwithstanding the foregoing, if the Trustee has become the successor to the Subservicer Servicer in accordance with Section 7.01 hereof, the Trustee may, if it shall be unwilling to so act, or shall, if it is prohibited by applicable law from making Advances pursuant to Section 4.01 hereof or if it is otherwise unable to so act, appoint, or petition a court of competent jurisdiction to appoint, any established mortgage loan servicing institution the appointment of which and does not adversely affect the then current rating of the Certificates by each Rating Agency as the successor to the Subservicer Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Subservicer Servicer hereunder. Any successor Subservicer Servicer shall be an institution that is a FNMA Fannie Mae and FHLMC Freddie Mac approved seller/servicer in good standing, that has a ▇▇▇▇ ▇a▇ ▇ net worth of ▇▇▇▇▇ ▇f 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 Subservicer Servicer (other than liabilities of the Subservicer Servicer under Section 6.03 hereof incurred prior to termination of the Subservicer Servicer under Section 7.01), with like effect as if originally named as a party to this Agreement; and provided further that each Rating Agency acknowledges that its rating of the Certificates in effect immediately prior to such assignment and delegation will not be qualified or reduced as a result of such assignment and delegation. No appointment of a successor to the Subservicer Servicer hereunder shall be effective until the Trustee shall have consented thereto, thereto and written notice of such proposed appointment shall have been provided by the Trustee to each Certificateholder. The Trustee shall not resign as servicer until a successor servicer has been appointed and has accepted such appointment. Pending appointment of a successor to the Subservicer Servicer hereunder, the Trustee, unless the Trustee is prohibited by law from so acting, shall, subject to Section 3.04 hereof, act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on Mortgage Loans as it and such successor shall agree; provided, however, that no such compensation shall be in excess of that permitted the Subservicer 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 or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the failure of the Subservicer Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. Any successor to the Subservicer Servicer as servicer shall give notice to 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 Subservicer Servicer is required to maintain pursuant to Section 6.05.

Trustee to Act; Appointment of Successor. On and after the time the Subservicer Master Servicer receives a notice of termination pursuant to Section 7.01 hereof8.01 hereof (unless, the Trustee shall, to the extent provided EMC Servicer becomes Successor Master Servicer as specified in Section 3.04, be 8.01) the Trustee shall automatically become the successor to the Subservicer in its capacity as servicer under this Agreement and Master Servicer with respect to the transactions set forth or provided for herein and after a transition period (not to exceed 90 days), shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Subservicer Master Servicer by the terms and provisions hereof and applicable law including including, if applicable, the obligation to make advances Advances pursuant to Section 4.015.01 hereof, and payments of Compensating Interest pursuant to Section 5.02 hereof, except as otherwise provided herein. As Effective on the date of such notice of termination, as compensation therefor, the Trustee shall be entitled to all fees, costs and expenses relating to the Mortgage Loans that the Subservicer Master Servicer would have been entitled to if the Subservicer it had continued to act hereunder, provided, however, that the Trustee shall not be (i) liable for any losses pursuant to Section 3.09 or Section 4.02(c) or as a result of any acts or omissions of the Master Servicer, (ii) obligated to make Advances if it is prohibited from doing so under applicable law, (iii) obligated to effectuate any repurchases or substitutions of Mortgage Loans hereunder, including pursuant to Section 2.02 or 2.03 hereof, (iv) responsible for expenses of the Master Servicer pursuant to Section 2.03 or (v) deemed to have made any representations and warranties hereunder, including pursuant to Section 2.03. Notwithstanding the foregoing, if the Trustee has become the successor to the Subservicer in accordance with Section 7.01 hereof, the Trustee may, if it shall be unwilling to so act, or shall, if it is prohibited by applicable law from making Advances pursuant to Section 4.01 hereof 5.01 hereof, or if it is otherwise unable to so act, appoint, or petition a court of competent jurisdiction to appoint, any established mortgage loan servicing institution the appointment of which does not adversely affect the then current rating of the Certificates by each Rating Agency as the successor to the Subservicer Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Subservicer Master Servicer hereunder. Any successor Subservicer Successor Master Servicer shall (i) be an institution that is a FNMA ▇▇▇▇▇▇ ▇▇▇ and FHLMC ▇▇▇▇▇▇▇ Mac approved seller/servicer in good standing, that has a net worth of at least $15,000,00015,000,000 and (ii) be willing to act as successor servicer of any Mortgage Loans under any Servicing Agreement with respect to which the original Servicer has been terminated as servicer, and that is willing to service the Mortgage Loans shall have executed and executes and delivers 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 Subservicer Master Servicer (other than any liabilities of the Subservicer under Section 6.03 Master Servicer hereof incurred prior to termination of the Subservicer Master Servicer under Section 7.018.01 or as otherwise set forth herein), with like effect as if originally named as a party to this Agreement; and , provided further that each Rating Agency acknowledges shall have acknowledged in writing that its rating of the Certificates in effect immediately prior to such assignment and delegation will not be qualified or reduced as a result of such assignment and delegation. No appointment of a successor to the Subservicer hereunder shall be effective until If the Trustee shall have consented theretoassumes the duties and responsibilities of the Master Servicer in accordance with this Section 8.02, and written notice of such proposed appointment shall have been provided by the Trustee to each Certificateholder. The Trustee shall not resign as servicer Master Servicer until a successor servicer Successor Master Servicer has been appointed and has accepted such appointment. Pending appointment of a successor to the Subservicer Master Servicer hereunder, the Trustee, unless the Trustee is prohibited by law from so acting, shall, subject to Section 3.04 hereof, act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on Mortgage Loans or otherwise as it and such successor shall agree; provided, however, provided that no such compensation shall be in excess of that permitted the Subservicer Master Servicer hereunder. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Neither the Trustee nor any other successor servicer Successor Master Servicer shall be deemed to be in default hereunder by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the failure of the Subservicer Master Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. The costs and expenses of the Trustee and the Successor Master Servicer in connection with the termination of the Master Servicer, appointment of a Successor Master Servicer and, if applicable, any transfer of servicing, including, without limitation, all costs and expenses associated with the complete transfer of all servicing data and the completion, correction or manipulation of such servicing data as may be required by the Trustee to correct any errors or insufficiencies in the servicing data or otherwise to enable the Trustee or the Successor Master Servicer to service the related Mortgage Loans properly and effectively, to the extent not paid by the terminated Master Servicer, shall be payable to the Trustee and the Successor Master Servicer pursuant to Section 9.05. Any successor to the Subservicer Master Servicer as successor servicer under any Servicing Agreement shall give notice to the applicable Mortgagors of such change of servicer and shall, during the term of its service as successor servicer maintain in force the policy or policies that the Subservicer Master Servicer is required to maintain pursuant to Section 6.057.06.

Trustee to Act; Appointment of Successor. On and after the time the Subservicer Servicer receives a notice of termination pursuant to Section 7.01 hereof, the Trustee shall, to the extent provided in Section 3.04, be the successor to the Subservicer 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 Subservicer Servicer by the terms and provisions hereof and applicable law including the obligation to make advances pursuant to Section 4.01. As compensation therefor, subject to the last paragraph of Section 7.01, as applicable, the Trustee shall be entitled to all fees, compensation and reimbursement for costs and expenses relating to the Mortgage Loans that the Subservicer Servicer would have been entitled to hereunder if the Subservicer Servicer had continued to act hereunder. Notwithstanding the foregoing, if the Trustee has become the successor to the Subservicer Servicer in accordance with Section 7.01 hereof, the Trustee may, if it shall be unwilling to so act, or shall, if it is prohibited by applicable law from making Advances pursuant to Section 4.01 hereof or if it is otherwise unable to so act, appoint, or petition a court of competent jurisdiction to appoint, any established mortgage loan servicing institution the appointment of which successor does not adversely affect the then current rating of the Certificates by each Rating Agency as the successor to the Subservicer Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Subservicer Servicer hereunder. Any successor Subservicer servicer shall be an institution that is a FNMA ▇▇▇▇▇▇ ▇▇▇ and FHLMC ▇▇▇▇▇▇▇ Mac approved seller/servicer in 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 Subservicer Servicer (other than liabilities of the Subservicer Servicer under Section 6.03 hereof incurred prior to termination of the Subservicer Servicer under Section 7.01), with like effect as if originally named as a party to this Agreement; and provided further that each Rating Agency acknowledges that its rating of the Certificates in effect immediately prior to such assignment and delegation will not be qualified or reduced as a result of such assignment and delegation. No appointment of a successor to the Subservicer 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 resign as servicer until a successor servicer has been appointed and has accepted such appointment. Pending appointment of a successor to the Subservicer Servicer hereunder, the Trustee, unless the Trustee is prohibited by law from so acting, shall, subject to Section 3.04 hereof, act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on Mortgage Loans as it and such successor shall agree; provided, however, that no such compensation shall be in excess of that permitted the Subservicer 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 or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the failure of the Subservicer Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. In the event that the Servicer shall for any reason no longer be the Servicer hereunder (including by reason of any Event of Default), notwithstanding anything to the contrary above, the Trustee and the Depositor hereby agree that within ten (10) Business Days or delivery to the Trustee by the Servicing Rights Pledgee of a letter signed by the Servicer whereby the Servicer shall resign as Servicer under this Agreement, the Servicing Rights Pledgee or its designee shall be appointed as successor servicer (provided that at the time of such appointment the Servicing Rights Pledgee or such designee meets the requirements of a successor servicer set forth above) and the Servicing Rights Pledgee agrees to be subject to the terms of this Agreement. Any successor to the Subservicer Servicer as servicer shall give notice to 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 Subservicer Servicer is required to maintain pursuant to Section 6.05.

Trustee to Act; Appointment of Successor. On and after the time the Subservicer Servicer receives a notice of termination pursuant to Section 7.01 hereof, the Trustee shall, to the extent provided in Section 3.04, be the successor to the Subservicer 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 Subservicer Servicer by the terms and provisions hereof and applicable law including the obligation to make advances pursuant to Section 4.01. As compensation therefor, subject to the last paragraph of Section 7.01, the Trustee shall be entitled to all fees, compensation and reimbursement for costs and expenses relating to the Mortgage Loans that the Subservicer Servicer would have been entitled to hereunder if the Subservicer Servicer had continued to act hereunder. Notwithstanding the foregoing, if the Trustee has become the successor to the Subservicer Servicer in accordance with Section 7.01 hereof, the Trustee may, if it shall be unwilling to so act, or shall, if it is prohibited by applicable law from making Advances pursuant to Section 4.01 hereof or if it is otherwise unable to so act, appoint, or petition a court of competent jurisdiction to appoint, any established mortgage loan servicing institution the appointment of which and does not adversely affect the then current rating of the Certificates by each Rating Agency as the successor to the Subservicer Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Subservicer Servicer hereunder. Any successor Subservicer Servicer shall be an institution that is acceptable to the NIMs Insurer and is a FNMA ▇▇▇▇▇▇ ▇▇▇ and FHLMC ▇▇▇▇▇▇▇ Mac approved seller/servicer in 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 Subservicer Servicer (other than liabilities of the Subservicer Servicer under Section 6.03 hereof incurred prior to termination of the Subservicer Servicer under Section 7.01), with like effect as if originally named as a party to this Agreement; and provided further that each Rating Agency acknowledges that its rating of the Certificates in effect immediately prior to such assignment and delegation will not be qualified or reduced as a result of such assignment and delegation. No appointment of a successor to the Subservicer Servicer hereunder shall be effective until the Trustee shall have consented thereto, prior written consent of the NIMs Insurer is obtained (provided, that such prior written consent shall not be required in the event that the Servicing Rights Pledgee or its designee is so appointed as successor servicer) and written notice of such proposed appointment shall have been provided by the Trustee to each Certificateholder. The Trustee shall not resign as servicer until a successor servicer has been appointed and has accepted such appointment. Pending appointment of a successor to the Subservicer Servicer hereunder, the Trustee, unless the Trustee is prohibited by law from so acting, shall, subject to Section 3.04 hereof, act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on Mortgage Loans as it and such successor shall agree; provided, however, that no such compensation shall be in excess of that permitted the Subservicer 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 or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the failure of the Subservicer Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. Any successor to the Subservicer Servicer as servicer shall give notice to 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 Subservicer Servicer is required to maintain pursuant to Section 6.05.

Trustee to Act; Appointment of Successor. On and after the time the Subservicer Master Servicer receives a notice of termination pursuant to Section 7.01 7.1 hereof, the Trustee shall, subject to and to the extent provided in Section 3.043.4, be the successor to the Subservicer in its capacity as servicer Master 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 Subservicer Master Servicer by the terms and provisions hereof and applicable law including the obligation to make advances Advances pursuant to Section 4.014.1. As compensation therefor, the Trustee shall be entitled to all fees, costs and expenses funds relating to the Mortgage Loans that the Subservicer Master Servicer would have been entitled to charge to the Certificate Account or Distribution Account if the Subservicer Master Servicer had continued to act hereunder. Notwithstanding the foregoing, if the Trustee has become the successor to the Subservicer Master Servicer in accordance with Section 7.01 7.1 hereof, the Trustee may, if it shall be unwilling to so act, or shall, if it is prohibited by applicable law from making Advances pursuant to Section 4.01 4.1 hereof or if it is otherwise unable to so act, (i) appoint, or petition a court of competent jurisdiction to appoint, any established mortgage loan servicing institution the appointment of which does not adversely affect the then current rating of the Certificates by each Rating Agency as the successor to the Subservicer Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Subservicer Master Servicer hereunder. Any successor Subservicer to the Master Servicer shall be an institution that which is a FNMA and FHLMC approved seller/servicer in good standing, that which has a net worth of at least $15,000,00010,000,000, and that which 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 which contains an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of the Subservicer Master Servicer (other than liabilities of the Subservicer Master Servicer under Section 6.03 6.3 hereof incurred prior to termination of the Subservicer Master Servicer under Section 7.017.1), with like effect as if originally named as a party to this Agreement; and provided further that each Rating Agency acknowledges that its rating of the Certificates in effect immediately prior to such assignment and delegation will not be qualified or reduced reduced, as a result of such assignment and delegation. No appointment of a successor delegation and (ii) provide to the Subservicer hereunder shall be Depositor in writing, fifteen (15) days prior to the effective until date of such appointment, and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a replacement master servicer. The Trustee shall have consented thereto, and provide written notice to the Depositor of such proposed appointment shall have been provided by the Trustee successor pursuant to each Certificateholderthis Section. The Trustee shall not resign as servicer until a successor servicer has been appointed and has accepted such appointment. Pending appointment of a successor to the Subservicer Master Servicer hereunder, the Trustee, unless the Trustee is prohibited by law from so acting, shall, subject to Section 3.04 3.4 hereof, act in such capacity as hereinabove providedprovided above. 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 the Master Servicing Fee permitted the Subservicer Master Servicer hereunder. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Neither the Trustee nor any other successor master servicer shall be deemed to be in default hereunder by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the failure of the Subservicer Master Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. Any successor to the Subservicer Master Servicer as master servicer shall give notice to the Mortgagors of such change of servicer and shall, during the term of its service as master servicer maintain in force the policy or policies that the Subservicer Master Servicer is required to maintain pursuant to Section 6.053.18. In connection with the termination or resignation of the Master Servicer hereunder, either (i) the successor Master Servicer, including the Trustee if the Trustee is acting as successor Master Servicer, shall represent and warrant that it is a member of MERS in good standing and shall agree to comply in all material respects with the rules and procedures of MERS in connection with the servicing of the Mortgage Loans that are registered with MERS, or (ii) the predecessor Master Servicer shall cooperate with the successor Master Servicer either (x) in causing MERS to execute and deliver an assignment of Mortgage in recordable form to transfer the Mortgage from MERS to the Trustee and to execute and deliver such other notices, documents and other instruments as may be necessary or desirable to effect a transfer of such Mortgage Loan or servicing of such mortgage Loan on the MERS® System to the successor Master Servicer or (y) in causing MERS to designate on the MERS® System the successor Master Servicer as the servicer of such Mortgage Loan. The predecessor Master Servicer shall file or cause to be filed any such assignment in the appropriate recording office. The successor Master Servicer shall cause such assignment to be delivered to the Trustee promptly upon receipt of the original with evidence of recording thereon or a copy certified by the public recording office in which such assignment was recorded.

Trustee to Act; Appointment of Successor. On and after the time the Subservicer Servicer receives a notice of termination pursuant to Section 7.01 hereof, the Trustee shall, to the extent provided in Section 3.04, be the successor to the Subservicer 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 Subservicer Servicer by the terms and provisions hereof and applicable law including the obligation to make advances pursuant to Section 4.01. As compensation therefor, subject to the last paragraph of Section 7.01, the Trustee shall be entitled to all fees, costs and expenses relating to the Mortgage Loans that the Subservicer Servicer would have been entitled to if the Subservicer Servicer had continued to act hereunder. Notwithstanding the foregoing, if the Trustee has become the successor to the Subservicer Servicer in accordance with Section 7.01 hereof, the Trustee may, if it shall be unwilling to so act, or shall, if it is prohibited by applicable law from making Advances pursuant to Section 4.01 hereof or if it is otherwise unable to so act, appoint, or petition a court of competent jurisdiction to appoint, any established mortgage loan servicing institution the appointment of which does not adversely affect the then current rating of the Certificates by each Rating Agency as the successor to the Subservicer Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Subservicer Servicer hereunder. Any successor Subservicer Servicer shall be an institution that is a FNMA and FHLMC approved seller/servicer in 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 Subservicer Servicer (other than liabilities of the Subservicer under Section 6.03 hereof incurred prior to termination of the Subservicer under Section 7.01), with like effect as if originally named as a party to this Agreement; and provided further that each Rating Agency acknowledges that its rating of the Certificates in effect immediately prior to such assignment and delegation will not be qualified or reduced as a result of such assignment and delegation. No appointment of a successor to the Subservicer 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 resign as servicer until a successor servicer has been appointed and has accepted such appointment. Pending appointment of a successor to the Subservicer hereunder, the Trustee, unless the Trustee is prohibited by law from so acting, shall, subject to Section 3.04 hereof, act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on Mortgage Loans as it and such successor shall agree; provided, however, that no such compensation shall be in excess of that permitted the Subservicer 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 or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the failure of the Subservicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. Any successor to the Subservicer as servicer shall give notice to 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 Subservicer is required to maintain pursuant to Section 6.05.Servicer under

Trustee to Act; Appointment of Successor. On and after (a) Within 90 days of the time the Subservicer Servicer resigns pursuant to Section 6.04 or receives a notice of termination pursuant to Section 7.01 hereof7.01, the Trustee shall, to or a successor Servicer appointed by the extent provided in Section 3.04, Trustee hereunder shall be the successor in all respects to the Subservicer Servicer in its capacity as servicer Servicer under this Agreement and the transactions set forth or provided for herein and shall be subject thereafter to all the responsibilities, duties duties, liabilities and limitations on liabilities relating thereto placed on the Subservicer Servicer, including the obligation to make Advances which have been or will be required to be made, but excluding the representations of the Servicer contained in Section 2.03, by the terms and provisions hereof hereof; provided that any failure to perform such duties or responsibilities caused by the predecessor Servicer's failure to provide information required by Section 4.02 or 4.03 shall not be considered a default by the Trustee as successor Servicer hereunder; and applicable law including provided further that the Trustee shall have no obligation whatsoever with respect to make advances any liability (other than Advances deemed recoverable and not previously made) incurred by the predecessor Servicer at or prior to the time of receipt by such Servicer of the notice of termination pursuant to Section 4.017.01 or receipt by the Trustee of the Opinion of Counsel referred to in Section 6.04. As compensation therefor, the Trustee shall be entitled to the Servicing Fee and all fees, costs and expenses funds relating to the Mortgage Loans that which the Subservicer Servicer would have been entitled to charge to the Custodial Account if the Subservicer Servicer had continued to act hereunder, except for amounts that the Servicer shall be entitled to receive pursuant to Section 7.01. Notwithstanding the foregoing, if If the Trustee has become the successor to the Subservicer Servicer in accordance with Section 7.01 hereof6.04 or this Section 7.02, then notwithstanding the above, if the Trustee may, if it shall be unwilling to so act, or shall, if it is prohibited by applicable law from making Advances pursuant to Section 4.01 hereof or if it is otherwise shall be unable to so act, the Trustee may appoint, or petition a court of competent jurisdiction to appoint, any established mortgage loan servicing institution the appointment housing and home finance institution, which is also a Fannie Mae or Freddie Mac-approve▇ ▇▇▇▇g▇▇▇ ser▇▇▇▇▇▇ institution, having a net worth of which does not adversely affect the then current rating of the Certificates by each Rating Agency less than $9,500,000 as the successor to the Subservicer Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Subservicer Servicer hereunder. Any successor Subservicer shall be an institution that is a FNMA and FHLMC approved seller/servicer in 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 Subservicer (other than liabilities of the Subservicer under Section 6.03 hereof incurred prior to termination of the Subservicer under Section 7.01), with like effect as if originally named as a party to this Agreement; and provided further that each Rating Agency acknowledges that its rating of the Certificates in effect immediately prior to such assignment and delegation will not be qualified or reduced as a result of such assignment and delegation. No appointment of a successor to the Subservicer 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 resign as servicer until a successor servicer has been appointed and has accepted such appointment. Pending appointment of a successor to the Subservicer Servicer hereunder, the Trustee, unless the Trustee is prohibited by law from so acting, shall, subject to Section 3.04 hereof, shall act in such capacity as hereinabove herein above provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on Mortgage Loans as it and such successor shall agree; provided, however, that no such compensation shall be in excess of that permitted the Subservicer Servicer hereunder. The Each of the Seller, the Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Neither If 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 or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by becomes the failure of the Subservicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. Any successor to the Subservicer as servicer Servicer hereunder, the Trustee shall give notice be entitled to be reimbursed by the Servicer for all costs associated with the transfer of the servicing of the Mortgage Loans to the Mortgagors Trustee, including any costs or expenses associated with the complete transfer of all servicing data and the completion, correction or manipulation of such change servicing data as may be required by the Trustee to correct any errors or insufficiencies in the servicing data or otherwise to enable the Trustee to service the Mortgage Loans in accordance with this Agreement. To the extent that any such costs and expenses of servicer the Trustee resulting from the termination of the Servicer pursuant to this Section 7.02 are not reimbursed promptly by the terminated Servicer, the Trustee shall be entitled to reimbursement of such costs and shallexpenses from the Payment Account. Any successor, during including the term of its service as servicer Trustee, to the Servicer shall maintain in force the policy or during its term as Servicer hereunder insurance policies that the Subservicer is and fidelity bonds as may be required to maintain be maintained by the Servicer pursuant to Section 6.053.12. If the Trustee shall succeed to any duties of the Servicer with respect to the Mortgage Loans as provided herein, it shall do so in a separate capacity and not in its capacity as Trustee and, accordingly, the provisions of Article VIII shall be inapplicable to the Trustee in its duties as successor Servicer in the servicing of the Mortgage Loans (although such provisions shall continue to apply to the Trustee in its capacity as trustee); the provisions of Article III, however, shall apply to the Trustee in its capacity as successor Servicer. (b) In connection with the termination or resignation of the Servicer hereunder, either (i) the successor Servicer, including the Trustee if the Trustee is acting as successor Servicer, shall represent and warrant that it is a member of MERS in good standing and shall agree to comply in all material respects with the rules and procedures of MERS in connection with the servicing of the Mortgage Loans that are registered with MERS, 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, or (ii) the 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. 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 (b). The successor Servicer shall cause such assignment to be delivered to the Trustee or the Custodian promptly upon receipt of the original with evidence of recording thereon or a copy certified by the public recording office in which such assignment was recorded.

Trustee to Act; Appointment of Successor. On and after the time the Subservicer Servicer receives a notice of termination pursuant to Section 7.01 hereof, the Trustee shall, to the extent provided in Section 3.04, be the successor to the Subservicer 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 Subservicer Servicer by the terms and provisions hereof and applicable law including the obligation to make advances pursuant to Section 4.01. As compensation therefor, subject to the last paragraph of Section 7.01, the Trustee shall be entitled to all fees, compensation and reimbursement for costs and expenses relating to the Mortgage Loans that the Subservicer Servicer would have been entitled to hereunder if the Subservicer Servicer had continued to act hereunder. Notwithstanding the foregoing, if the Trustee has become the successor to the Subservicer Servicer in accordance with Section 7.01 hereof, the Trustee may, if it shall be unwilling to so act, or shall, if it is prohibited by applicable law from making Advances pursuant to Section 4.01 hereof or if it is otherwise unable to so act, appoint, or petition a court of competent jurisdiction to appoint, any established mortgage loan servicing institution the appointment of which and does not adversely affect the then current rating of the Certificates by each Rating Agency as the successor to the Subservicer Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Subservicer Servicer hereunder. Any successor Subservicer Servicer shall be an institution that is a FNMA ▇▇▇▇▇▇ ▇▇▇ and FHLMC ▇▇▇▇▇▇▇ Mac approved seller/servicer in 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 Subservicer Servicer (other than liabilities of the Subservicer Servicer under Section 6.03 hereof incurred prior to termination of the Subservicer Servicer under Section 7.01), with like effect as if originally named as a party to this Agreement; and provided further that each Rating Agency acknowledges that its rating of the Certificates in effect immediately prior to such assignment and delegation will not be qualified or reduced as a result of such assignment and delegation. No appointment of a successor to the Subservicer Servicer hereunder shall be effective until the Trustee shall have consented thereto, thereto and written notice of such proposed appointment shall have been provided by the Trustee to each Certificateholder. The Trustee shall not resign as servicer until a successor servicer has been appointed and has accepted such appointment. Pending appointment of a successor to the Subservicer Servicer hereunder, the Trustee, unless the Trustee is prohibited by law from so acting, shall, subject to Section 3.04 hereof, act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on Mortgage Loans as it and such successor shall agree; provided, however, that no such compensation shall be in excess of that permitted the Subservicer 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 or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the failure of the Subservicer Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. Any successor to the Subservicer Servicer as servicer shall give notice to 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 Subservicer Servicer is required to maintain pursuant to Section 6.05.

Trustee to Act; Appointment of Successor. On and after (a) Within 90 days of the time a Master Servicer (and the Subservicer Trustee if such notice of termination is delivered by the Depositor) receives a notice of termination pursuant to Section 7.01 hereof8.01, the Trustee shall, to the extent provided in Section 3.04, (or other named successor) shall be the successor in all respects to the Subservicer such Master Servicer in its capacity as master servicer under this Agreement and, with respect to the WMMSC Master Serviced Loans, under the Servicing Contracts, 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 Subservicer such Master Servicer by the terms and provisions hereof and applicable law including thereof, as applicable, or shall appoint a successor pursuant to Section 3.07. Notwithstanding the foregoing, (i) the parties hereto agree that the Trustee, in its capacity as successor Master Servicer, immediately will assume all of the obligations of such Master Servicer to make advances (including, without limitation, Advances pursuant to Section 3.21) under this Agreement, (ii) the Trustee, in its capacity as successor Master Servicer, shall not be responsible for the lack of information and/or documents that it cannot obtain through reasonable efforts and (iii) under no circumstances shall any provision of this Agreement be construed to require the Trustee, acting in its capacity as successor to such Master Servicer in its obligation to make advances (including Advances pursuant to Section 4.013.21) 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. As Subject to Section 8.05(b), as compensation therefor, the Trustee shall be entitled to all fees, costs and expenses relating to such compensation as the Mortgage Loans that the Subservicer terminated Master Servicer would have been entitled to hereunder if no such notice of termination had been given, except for those amounts due to the Subservicer had continued to act Master Servicer as reimbursement for advances previously made or amounts previously expended and are otherwise reimbursable hereunder. Notwithstanding the foregoing, if the Trustee has become the successor to the Subservicer in accordance with Section 7.01 hereofabove, the Trustee may, if it shall be unwilling so to so act, or shall, if it is prohibited by applicable law from making Advances pursuant legally unable so to Section 4.01 hereof or if it is otherwise unable to so act, appoint, or petition a court of competent jurisdiction to appoint, any established mortgage loan servicing housing and home finance institution the appointment having a net worth of which does not adversely affect the then current rating of the Certificates by each Rating Agency less than $10,000,000 as the successor to the Subservicer such terminated Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Subservicer such Master Servicer hereunder. Any successor Subservicer shall be an institution that is a FNMA and FHLMC approved seller/servicer in good standing; provided, however, that has any such institution appointed as a net worth successor Master Servicer shall not, as evidenced in writing by each Rating Agency, adversely affect the then current rating of at least $15,000,000, and that is willing to service the Mortgage Loans and executes and delivers any Class of Certificates immediately prior 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 Subservicer (other than liabilities of the Subservicer under Section 6.03 hereof incurred prior to termination of the Subservicer under Section 7.01), with like effect as if originally named as a party to this Agreement; and provided further that each Rating Agency acknowledges that its rating of the Certificates in effect immediately prior to such assignment and delegation will not be qualified or reduced as a result of such assignment and delegationterminated Master Servicer. No The appointment of a successor to the Subservicer 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 Master Servicer shall not resign affect any liability of the predecessor Master Servicer which may have arisen under this Agreement prior to its termination as servicer until a Master Servicer, nor shall any successor servicer has been appointed and has accepted Master Servicer be liable for any acts or omissions of the predecessor Master Servicer or for any breach by such appointmentMaster Servicer of any of its representations or warranties contained herein or in any related document or agreement. Pending appointment of a successor to the Subservicer a terminated Master Servicer hereunder, the Trustee, unless the Trustee is prohibited by law from so acting, shall, subject to Section 3.04 hereof, the Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on Mortgage Loans as it and such successor shall agree; provided, however, that no such compensation shall be in excess of that permitted the Subservicer hereunderprovided above. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Neither All Master Servicing Transfer Costs incurred in connection with transferring Mortgage Files to the successor Master Servicer and amending this Agreement to reflect such succession as Master Servicer pursuant to Section 8.01 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 nor any other (in which case the successor Master Servicer or the Trustee shall be entitled to reimbursement therefor from the assets of the Trust). (b) In connection with the appointment of a successor Master Servicer or the assumption of the duties of a Master Servicer, as specified in Section 8.05(a), the Trustee may make such arrangements for the compensation of such successor as it and such successor shall agree; provided however that such compensation shall not exceed the compensation of the Master Servicer being replaced. (c) Any successor, including the Trustee, to a Master Servicer as master servicer shall be deemed to be in default hereunder by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the failure of the Subservicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. Any successor to the Subservicer as servicer shall give notice to the Mortgagors of such change of servicer and shall, during the term of its service as master servicer maintain in force the (i) a policy or policies that of insurance covering errors and omissions in the Subservicer performance of its obligations as master servicer hereunder and (ii) a fidelity bond in respect of its officers, employees and agents to the same extent as such Master Servicer is so required to maintain pursuant to Section 6.053.03.

Trustee to Act; Appointment of Successor. On and after the time the Subservicer Servicer receives a notice of termination pursuant to Section 7.01 hereof or resigns pursuant to Section 6.06 hereof, the Trustee shall, to the extent provided in Section 3.04, shall be the successor in all respects to the Subservicer Servicer in its capacity as servicer under this the Pooling and Servicing Agreement and in connection with the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Subservicer Servicer by the terms and provisions hereof and applicable law including the obligation to make advances pursuant to Section 4.01hereof. As compensation therefor, the Trustee Trustee, except as provided in Section 7.01 hereof, shall be entitled to all fees, costs and expenses relating to such compensation (whether payable out of the Mortgage Loans that Distribution Account or otherwise) as the Subservicer Servicer would have been entitled to receive hereunder if no such notice of termination had been given, as well as all protections and indemnification afforded the Subservicer had continued Servicer pursuant to act hereunderSection 6.05 above. Notwithstanding the foregoing, if the Trustee has become the successor to the Subservicer in accordance with Section 7.01 hereofabove, the Trustee may, if it shall be unwilling so to so act, or shall, if it is prohibited by applicable law from making Advances pursuant legally unable so to Section 4.01 hereof or if it is otherwise unable to so act, appoint, or petition a court of competent jurisdiction to appoint, any established mortgage loan servicing housing finance institution having a net worth of not less than $40,000,000 and the appointment regular business of which does shall have included, for at least one year prior to such appointment, the servicing of a portfolio of manufactured housing receivables of not adversely affect the then current rating of the Certificates by each Rating Agency less than $100,000,000, as the successor to the Subservicer Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Subservicer Servicer hereunder. Any successor Subservicer shall be an institution that is a FNMA and FHLMC approved seller/servicer in 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 Subservicer (other than liabilities of the Subservicer under Section 6.03 hereof incurred prior to termination of the Subservicer under Section 7.01), with like effect as if originally named as a party to this Agreement; and provided further that each Rating Agency acknowledges that its rating of the Certificates in effect immediately prior to such assignment and delegation will not be qualified or reduced as a result of such assignment and delegation. No appointment of a successor to the Subservicer hereunder Servicer shall be effective until the Trustee shall have consented thereto, and written notice of such proposed appointment shall have been provided assumption by the Trustee to each Certificateholder. The Trustee shall not resign as servicer until a successor servicer has been appointed of all future responsibilities, duties and has accepted such appointmentliabilities of the Servicer under the Pooling and Servicing Agreement. Pending appointment of a successor to the Subservicer Servicer hereunder, the Trustee, unless the Trustee is prohibited by law from so acting, shallthe Trustee or an Affiliate of the Trustee shall act as Servicer hereunder as provided above. Notwithstanding any of the foregoing, subject the successor Servicer shall not be required to purchase any Assets from the Trust pursuant to these Standard Terms except (i) under Section 3.04 hereof2.06(a)(2) hereof to the extent the obligation to repurchase arose out of a breach of a representation, act warranty or covenant by the successor Servicer and (ii) under Section 2.06(b) hereof to the extent the Servicer's obligation to effect remedial action as described in such capacity Section arose after the successor Servicer began serving as hereinabove providedServicer. It is understood that any predecessor Servicer shall remain liable for any breaches of representations, warranties and covenants that it committed while it was the Servicer, and shall remain responsible for effecting remedial actions described in Section 2.06(b) hereof (and for repurchasing Assets pursuant to such Section 2.06(b)) to the extent the obligation to undertake such remedial action arose while such predecessor Servicer was the Servicer hereunder. In connection with such the appointment and assumptionof a successor Servicer, the Trustee may make such arrangements for the compensation of such successor servicer out of payments on Mortgage Loans the related Assets as it and such successor shall agree; providedPROVIDED, howeverHOWEVER, that no such compensation shall be in excess of that permitted the Subservicer hereunderServicer under the terms of the Pooling and Servicing Agreement. The Trustee and such successor servicer shall take such action, consistent with this the Pooling and Servicing 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 or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the failure of the Subservicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. Any successor to the Subservicer as servicer Servicer shall give notice to the Mortgagors of such change of servicer and shall, maintain in force during the term of its service as servicer maintain in force Servicer the policy or policies that the Subservicer Servicer is required to maintain pursuant to Section 6.053.16(c) hereof. Upon any Event of Default described hereunder, the Trustee, in addition to the rights specified in this Section, shall have the right, in its own name and as "Trustee," to take all actions now or hereafter existing at law, in equity or by statute to enforce its rights and remedies and to protect the interests of the Certificateholders, and enforce the rights and remedies of the Certificateholders (including the institution and prosecution of all judicial, administrative and other proceedings and the filings of proofs of claim and debt in connection therewith). No remedy provided for by the Pooling and Servicing Agreement shall be exclusive of any other remedy, and each and every remedy shall be cumulative and in addition to any other remedy and no delay or omission to exercise any right or remedy shall impair any such right or remedy or shall be deemed to be a waiver of any Event of Default. Amounts payable to the Trustee to reimburse it for any expenses it incurs in connection with any actions taken by it pursuant to this paragraph are intended to constitute administrative expenses. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Certificateholder any plan of reorganization, arrangement, adjustment or composition affecting the Certificates or the rights of any Holder thereof, or to authorize the Trustee to vote in respect of the claim of any Certificateholder in any such Proceeding. For the purposes of this Section 7.02 and Section 7.03 hereof, the Trustee shall not be deemed to have knowledge of a Default or an Event of Default hereunder unless an Officer of the Trustee having direct responsibility for the administration of the Pooling and Servicing Agreement has actual knowledge thereof or unless written notice of any Event of Default is received by the Trustee and such notice references the Certificates or the Trust.

Trustee to Act; Appointment of Successor. (a) On and after the time the Subservicer Servicer receives a notice of termination pursuant to Section 7.01 hereof8.01 or 7.04, the Trustee shall, to the extent provided in Section 3.04, shall be the successor in all respects to the Subservicer 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 Subservicer Servicer by the terms and provisions hereof arising on and applicable law including the obligation to make advances pursuant to Section 4.01after its succession. As compensation therefor, the Trustee shall be entitled to all fees, costs and expenses relating to such compensation as the Mortgage Loans that the Subservicer Servicer would have been entitled to hereunder if the Subservicer no such notice of termination had continued to act hereunderbeen given. Notwithstanding the foregoingabove, (i) if the Trustee has become is unwilling to act as successor Servicer or (ii) if the successor Trustee is legally unable so to the Subservicer in accordance with Section 7.01 hereofact, the Trustee may, if it shall be unwilling to so act, or shall, if it is prohibited by applicable law from making Advances pursuant to Section 4.01 hereof or if it is otherwise unable to so act, appoint, appoint or petition a court of competent jurisdiction to appoint, any established housing and home finance institution, bank or other mortgage loan servicing institution the appointment or home equity loan servicer having a net worth of which does not adversely affect the then current rating of the Certificates by each Rating Agency less than $25,000,000 as the successor to the Subservicer Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Subservicer Servicer hereunder. Any ; provided that the appointment of any such successor Subservicer shall be an institution that is a FNMA and FHLMC approved seller/servicer Servicer will not result in good standingthe qualification, that has a net worth reduction or withdrawal of at least $15,000,000, and that is willing to service the Mortgage Loans and executes and delivers ratings assigned 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 Subservicer (other than liabilities of the Subservicer under Section 6.03 hereof incurred prior to termination of the Subservicer under Section 7.01), with like effect as if originally named as a party to this Agreement; and provided further that each Rating Agency acknowledges that its rating of the Offered Certificates in effect immediately prior to such assignment and delegation will not be qualified or reduced as a result of such assignment and delegation. No appointment of a successor to the Subservicer 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 resign as servicer until a successor servicer has been appointed and has accepted such appointmentRating Agencies. Pending appointment of a successor to the Subservicer Servicer hereunder, the Trustee, unless the Trustee is prohibited by law from so acting, shall, subject to Section 3.04 hereof, the Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the successor shall be entitled to receive compensation of such successor out of payments on the Mortgage Loans in an amount equal to the compensation which the Servicer would otherwise have received pursuant to Section 3.08 (or such lesser compensation as it the Trustee and such successor shall agree; provided). 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 to pay any deductible under an insurance policy pursuant to Section 3.05 or to indemnify the Trustee pursuant to Section 7.06), however, that no nor shall any successor Servicer be liable for any acts or omissions of the predecessor Servicer or for any breach by such compensation shall be Servicer of any of its representations or warranties contained herein or in excess of that permitted the Subservicer hereunderany 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. 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 or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the failure of the Subservicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. Any successor to the Subservicer as servicer shall give notice to 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 Subservicer is required to maintain pursuant to Section 6.05.

Trustee to Act; Appointment of Successor. On and after the time the Subservicer 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 7.01 hereof7.01, the Trustee shall, to the extent provided in Section 3.04, shall be the successor in all respects to the Subservicer 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 Subservicer Master Servicer, the Special Servicer or the REMIC Administrator, as the case may be, by the terms and provisions hereof and applicable law including hereof, including, without limitation, if the Master Servicer is the resigning or terminated party, the Master Servicer's obligation to make advances 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 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 4.013.06 hereunder nor shall the Trustee nor any other successor be required to purchase any Loan hereunder. As compensation therefor, the Trustee shall be entitled to all fees, costs fees and expenses relating other compensation (subject to the Mortgage Loans Section 3.11) that the Subservicer resigning or terminated party would have been entitled to for future services rendered if the Subservicer resigning or terminated party had continued to act hereunder. Notwithstanding the foregoing, if the Trustee has become the successor to the Subservicer in accordance with Section 7.01 hereofabove, the Trustee may, if it shall be unwilling to so act, or shall, if it is prohibited by applicable law from making Advances pursuant to Section 4.01 hereof or if it is otherwise unable to so 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 mortgage loan servicing and qualified institution the appointment of which does not adversely affect the then current rating of the Certificates by each Rating Agency as the successor to the Subservicer 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 Subservicer Master Servicer, the Special Servicer or the REMIC Administrator, as the case may be, hereunder. Any ; provided that, in the case of a successor Subservicer 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 or Companion Loan Securities (as evidenced by written confirmation thereof from each Rating Agency); provided, further in the case of a resigning or terminated Special Servicer, such appointment shall be an institution that is a FNMA and FHLMC approved seller/servicer in 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 subject to the Depositor and the Trustee an agreement accepting such delegation and assignment, that contains an assumption by such Person rights of the rights, powers, duties, responsibilities, obligations and liabilities Majority Certificateholder of the Subservicer (other than liabilities of the Subservicer under Controlling Class to designate a successor pursuant to Section 6.03 hereof incurred prior to termination of the Subservicer under Section 7.01), with like effect as if originally named as a party to this Agreement; and provided further that each Rating Agency acknowledges that its rating of the Certificates in effect immediately prior to such assignment and delegation will not be qualified or reduced as a result of such assignment and delegation3.23. No appointment of a successor to the Subservicer Master Servicer, the Special Servicer or the REMIC Administrator hereunder shall be effective until the Trustee shall have consented theretoassumption of the successor to such party of all its responsibilities, duties and written notice of such proposed appointment shall have been provided by the Trustee to each Certificateholder. The Trustee shall not resign as servicer until a successor servicer has been appointed and has accepted such appointmentliabilities hereunder. Pending appointment of a successor to the Subservicer Master Servicer, the Special Servicer or the REMIC Administrator hereunder, the Trustee, unless the Trustee is prohibited by law from so acting, shall, subject to Section 3.04 hereof, shall act in such capacity as hereinabove provided. In 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 $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 or Companion Loan Securities), as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder (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 assumptionassumption 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 Subservicer resigning or terminated party hereunder. The Trustee and 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. Neither Any costs and expenses associated with the transfer of 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 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 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 provided, further, if the Trustee nor any other successor servicer shall be deemed is directed to be in default hereunder by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused do so by the failure of Directing Certificateholder, the Subservicer Trustee shall pursue any remedy against any party obligated to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. Any successor to the Subservicer as servicer shall give notice to the Mortgagors of make such change of servicer and shall, during the term of its service as servicer maintain in force the policy or policies that the Subservicer is required to maintain pursuant to Section 6.05reimbursement.

Trustee to Act; Appointment of Successor. On and after the time the Subservicer Servicer receives a notice of termination pursuant to Section 7.01 hereof7.01, the Trustee shall, subject to and to the extent provided in Section 3.043.24, be the successor to the Subservicer 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 Subservicer Servicer by the terms and provisions hereof and applicable law including the obligation to make advances P&I Advances and Servicing Advances pursuant to Section 4.01. It is understood and acknowledged by the parties hereto that there will be a period of transition before the transfer of servicing obligations is fully effective. Notwithstanding the foregoing, the Trustee will have a period (not to exceed 90 days) to complete the transfer of all servicing data and correct or manipulate such servicing data as may be required by the Trustee to correct any errors or insufficiencies in the servicing data or otherwise enable the Trustee to service the Mortgage Loans in accordance with Accepted Servicing Practices. As compensation therefor, the Trustee shall be entitled to all fees, costs and expenses funds relating to the Mortgage Loans that the Subservicer Servicer would have been entitled to charge to the Collection Account if the Subservicer Servicer had continued to act hereunderhereunder including, if the Servicer was receiving the Servicing Fee, the Servicing Fee and the income on investments or gain related to the Collection Account which the Servicer would be entitled to receive. Notwithstanding the foregoing, if the Trustee has become the successor to the Subservicer Servicer in accordance with Section 7.01 hereof7.02, the Trustee may, if it shall be unwilling to so act, or shall, if it is prohibited by applicable law from making P&I Advances and Servicing Advances pursuant to Section 4.01 hereof or 4.01, if it is otherwise unable to so actact or at the written request of Certificateholders entitled to at least a majority of the Voting Rights, appoint, or petition a court of competent jurisdiction to appoint, any established mortgage loan servicing institution the appointment of which does not adversely affect the then current rating of the Certificates by each Rating Agency Agency, as the successor to the Subservicer Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Subservicer Servicer hereunder. Any successor Subservicer to the Servicer shall make the covenant set forth in Section 6.02(b). Any successor to the Servicer shall be an institution that is a FNMA and FHLMC approved seller/servicer in good standing, that has a net worth of at least $15,000,000, and that which is willing to service the Mortgage Loans and which executes and delivers to the Depositor and the Trustee an agreement accepting such delegation and assignment, that contains containing an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of the Subservicer Servicer (other than liabilities of the Subservicer Servicer under Section 6.03 hereof incurred prior to termination of the Subservicer Servicer under Section 7.01), with like effect as if originally named as a party to this Agreement; and provided further provided, that each Rating Agency acknowledges that its rating of the Certificates in effect immediately prior to such assignment and delegation will not be qualified or reduced reduced, as a result of such assignment and delegation. No appointment of a successor to the Subservicer 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 resign as servicer until a successor servicer has been appointed and has accepted such appointment. Pending appointment of a successor to the Subservicer Servicer hereunder, the Trustee, unless the Trustee is prohibited by law from so acting, shall, subject to Section 3.04 hereof3.24, act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on Mortgage Loans as it and such successor shall agree; provided, however, that no such compensation shall be in excess of that permitted the Subservicer hereunderServicing Fee Rate and amounts paid to the Servicer from investments. The Trustee and such successor Servicer 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 to the Servicer shall be deemed to be in default hereunder by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the failure of the Subservicer Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. In the event that the Servicer is terminated pursuant to Section 7.01, the terminated Servicer shall provide notices to the Mortgagors, transfer the Servicing Files to a successor Servicer and pay all of its own out-of-pocket costs and expenses at its own expense. In addition, in the event that the Servicer is terminated pursuant to Section 7.01, the terminated Servicer shall pay all reasonable out-of-pocket costs and expenses of a servicing transfer incurred by parties other than the terminated Servicer (including, without limitation, any costs or expenses (including but not limited to personnel time) associated with the complete transfer of all servicing data and the completion, correction or manipulation of such servicing data as may be required by the Trustee or successor servicer to correct ay errors or insufficiencies in the servicing data or otherwise to enable the Trustee or successor servicer to service the Mortgage Loans properly and effectively, but excluding set-up costs and other administrative expenses of the successor Servicer, in which case the successor Servicer shall pay for such costs and expenses but shall not be entitled to reimbursement therefor from the Trust Fund), such an amount shall be paid by the terminated Servicer promptly upon presentation of reasonable documentation of such costs. If the Trustee is the predecessor Servicer (except in the case where the Trustee in its role as successor Servicer is being terminated pursuant to Section 7.01 by reason of an Event of Default caused solely by the Trustee as the successor Servicer and not by the predecessor Servicer's actions or omissions), such costs shall be paid by the prior terminated Servicer promptly upon presentation of reasonable documentation of such costs. If the terminated Servicer defaults in its obligation to pay such costs and expenses, the same shall be paid by the successor Servicer, in which case the successor Servicer shall be entitled to reimbursement therefor from the Trust Fund. Any successor to the Subservicer Servicer as servicer shall give notice to the Mortgagors of such change of servicer and shall, during the term of its service as servicer servicer, maintain in force the policy or policies that the Subservicer Servicer is required to maintain pursuant to Section 6.053.13.

Trustee to Act; Appointment of Successor. (1) On and after the time the Subservicer Servicer receives a notice of termination pursuant to Section 7.01 hereoftermination, the Trustee shall, shall separately assume and become the successor in all respects to the extent provided in Section 3.04, be the successor to the Subservicer Servicer in its capacity as servicer Servicer under this Agreement and the transactions set forth or provided for herein herein, and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on and arising thereafter shall be assumed by the Subservicer Trustee (except for any representations or warranties of the Servicer under this Agreement, the responsibilities, duties and liabilities contained in Section 2.05 and the obligation to deposit amounts in respect of losses pursuant to Section 3.12) by the terms and provisions hereof and applicable including, without limitation, the Servicer's obligations to make Advances pursuant to Section 4.03; provided, however, that if the Trustee is prohibited by law including the obligation or regulation from obligating itself to make advances regarding delinquent mortgage loans, then the Trustee shall not be obligated to make Advances pursuant to Section 4.014.03; and provided further, that any failure to perform such duties or responsibilities caused by the Servicer's failure to provide information required by Section 7.01 shall not be considered a default by the Trustee as successor to the Servicer hereunder. As compensation therefor, the Trustee shall be entitled to the Servicing Fee and all fees, costs and expenses funds relating to the Mortgage Loans that to which the Subservicer Servicer would have been entitled to if the Subservicer it had continued to act hereunder. Notwithstanding the foregoing, if the Trustee has become the successor above and subject to the Subservicer in accordance with Section 7.01 hereof7.02(a)(2) below, the Trustee may, if it shall be unwilling to so act, or shall, if it is prohibited by applicable law from making Advances pursuant unable to Section 4.01 hereof so act or if it is otherwise unable prohibited by law from making advances regarding delinquent mortgage loans or if the Holders of Certificates entitled to at least 51% of the Voting Rights so act, appoint, request in writing to the Trustee promptly appoint or petition a court of competent jurisdiction to appoint, any an established mortgage loan servicing institution acceptable to each Rating Agency without qualification, withdrawal or downgrading of the appointment of which does not adversely affect the ratings then current rating assigned to any of the Certificates by each Rating Agency and having a net worth of not less than $15,000,000, as the successor to the Subservicer hereunder Servicer under this Agreement in the assumption of all or any part of the responsibilities, duties or liabilities of the Subservicer hereunderServicer under this Agreement. Any successor Subservicer All Servicing Transfer Costs shall be an institution that is a FNMA and FHLMC approved seller/servicer in good standingpaid by the predecessor Servicer upon presentation of reasonable documentation of such costs (provided, that has a net worth if the Trustee is the predecessor Servicer by reason of at least $15,000,000this Section 7.02, such costs shall be paid by the Servicer preceding the Trustee as successor servicer), and that is willing if such predecessor or initial Servicer, as applicable, defaults in its obligation to service pay such costs, such costs shall be paid by the Mortgage Loans and executes and delivers to the Depositor and successor Servicer or the Trustee an agreement accepting such delegation and assignment(in which case the successor Servicer or the Trustee, that contains an assumption by such Person as applicable, shall be entitled to reimbursement therefor from the assets of the rights, powers, duties, responsibilities, obligations and liabilities of the Subservicer Trust Fund). (other than liabilities of the Subservicer under Section 6.03 hereof incurred prior to termination of the Subservicer under Section 7.01), with like effect as if originally named as a party to this Agreement; and provided further that each Rating Agency acknowledges that its rating of the Certificates in effect immediately prior to such assignment and delegation will not be qualified or reduced as a result of such assignment and delegation. 2) No appointment of a successor to the Subservicer hereunder Servicer under this Agreement shall be effective until the Trustee shall have consented thereto, and written notice of such proposed appointment shall have been provided assumption by the Trustee to each Certificateholder. The Trustee shall not resign as servicer until a successor servicer has been appointed of all of the Servicer's responsibilities, duties and has accepted such appointment. Pending appointment of a successor to the Subservicer liabilities hereunder, the Trustee, unless the Trustee is prohibited by law from so acting, shall, subject to Section 3.04 hereof, act in such capacity as hereinabove provided. In connection with such appointment and assumptionassumption described herein, the Trustee may make such arrangements for the compensation of such successor out of payments on Mortgage Loans as it and such successor shall agree; provided, however, that no such compensation shall be in excess of that permitted the Subservicer Servicer as such hereunder. The Depositor, the Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Neither the Trustee nor any other successor servicer shall be deemed to be in default hereunder by reason Pending appointment 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 Subservicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. Any a successor to the Subservicer Servicer under this Agreement, the Trustee shall act in such capacity as servicer shall give notice to 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 Subservicer is required to maintain pursuant to Section 6.05hereinabove provided.

Trustee to Act; Appointment of Successor. On and after the time the Subservicer Master Servicer receives a notice of termination pursuant to Section 7.01 hereof7.01, the Trustee shall, to the extent provided in Section 3.04, or its appointed agent shall be the successor in all respects to the Subservicer Master Servicer in its capacity as servicer Master Servicer under this Agreement and the transactions set forth or provided for herein and shall be subject thereafter to all the responsibilities, duties and liabilities relating thereto placed on the Subservicer Master Servicer including the obligation to make Advances which have been or will be required to be made (except for the responsibilities, duties and liabilities contained in Section 2.03 and its obligations to deposit amounts in respect of losses incurred prior to the date of succession pursuant to Section 3.12) by the terms and provisions hereof hereof; and applicable law including provided further, that any failure to perform such duties or responsibilities caused by the obligation Master Servicer's failure to make advances pursuant to provide information required by Section 4.014.03 shall not be considered a default by the Trustee hereunder. As compensation therefor, the Trustee shall be entitled to all fees, costs and expenses funds relating to the Mortgage Loans that which the Subservicer Master Servicer would have been entitled to charge to the Custodial Account and the Certificate Account if the Subservicer Master Servicer had continued to act hereunder. Notwithstanding the foregoing, if the Trustee has become the successor to the Subservicer in accordance with Section 7.01 hereofabove, the Trustee may, if it shall be unwilling to so act, or shall, if it is prohibited by applicable law from making Advances pursuant to Section 4.01 hereof or if it is otherwise unable to so actact or if the Holders of Certificates entitled to at least 51% of the Voting Rights so request in writing to the Trustee, appoint, or petition a court of competent jurisdiction to appoint, any established FNMA- or FHLMC-approved mortgage loan servicing institution the appointment having a net worth of which does not adversely affect the then current rating of the Certificates by each Rating Agency less than $10,000,000 as the successor to the Subservicer Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Subservicer Master Servicer hereunder. Any successor Subservicer shall be an institution that is a FNMA and FHLMC approved seller/servicer in 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 Subservicer (other than liabilities of the Subservicer under Section 6.03 hereof incurred prior to termination of the Subservicer under Section 7.01), with like effect as if originally named as a party to this Agreement; and provided further that each Rating Agency acknowledges that its rating of the Certificates in effect immediately prior to such assignment and delegation will not be qualified or reduced as a result of such assignment and delegation. No appointment of a successor to the Subservicer 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 resign as servicer until a successor servicer has been appointed and has accepted such appointment. Pending appointment of a successor to the Subservicer Master Servicer hereunder, the Trustee, unless the Trustee is prohibited by law from so acting, shall, subject to Section 3.04 hereof, shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on Mortgage Loans as it and such successor shall agree; provided, however, that no such compensation shall be in excess of that permitted the Subservicer Master Servicer hereunder. The Trustee Trust ee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Neither ; provided, however, that such succession shall not reduce 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 or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the failure ratings of the Subservicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to itCertificates below the original ratings thereof. Any successor successor, including the Trustee, to the Subservicer as servicer Master Servicer shall give notice to the Mortgagors of such change of servicer and shall, during the term of its service as servicer maintain in force during its term as master servicer hereunder the policy or policies that Insurance Policies and fidelity bonds to the Subservicer same extent as the Master Servicer is so required to maintain pursuant to Section 6.05Sections 3.13 and 3.18.

Trustee to Act; Appointment of Successor. On and after the time the Subservicer Master Servicer receives a notice of termination pursuant to Section 7.01 hereof, the Trustee shall, to the extent provided in Section 3.04, be the successor to the Subservicer 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 Subservicer Master Servicer by the terms and provisions hereof and applicable law including the obligation to make advances pursuant to Section 4.01. As compensation therefor, the Trustee shall be entitled to all fees, costs and expenses relating to the Mortgage Loans that the Subservicer Master Servicer would have been entitled to if the Subservicer Master Servicer had continued to act hereunder. Notwithstanding the foregoing, if the Trustee has become the successor to the Subservicer Master Servicer in accordance with Section 7.01 hereof, the Trustee may, if it shall be unwilling to so act, or shall, if it is prohibited by applicable law from making Advances pursuant to Section 4.01 hereof or if it is otherwise unable to so act, appoint(i) appoint any established mortgage loan servicing institution reasonably acceptable to the NIM Insurer (as evidenced by the prior written consent of the NIM Insurer), or (ii) if it is unable for 60 days to appoint a successor servicer reasonably acceptable to the NIM Insurer, petition a court of competent jurisdiction to appoint, appoint any established mortgage loan servicing institution institution, the appointment of which does not adversely affect the then then-current rating of the Certificates (without regard to the Class AF-5B Policy, in the case of the Class AF-5B Certificates) and the NIM Insurer guaranteed notes (without giving any effect to any policy or guaranty provided by the NIM Insurer) by each Rating Agency as the successor to the Subservicer Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Subservicer Master Servicer hereunder. Any successor Subservicer Master Servicer shall be an institution that is a FNMA Fannie Mae and FHLMC Freddie Mac approved sellerse▇▇▇▇/servicer ▇▇rvicer in good standing, that has a net worth of at least $15,000,000, 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 Subservicer Master Servicer (other than liabilities and indemnities of the Subservicer Master Servicer under Section 6.03 hereof incurred prior to termination of the Subservicer Master Servicer under Section 7.01), with like effect as if originally named as a party to this Agreement; and provided further that each Rating Agency acknowledges that its rating of the Certificates in effect immediately prior to such assignment and delegation will not be qualified or reduced as a result of such assignment and delegationdelegation (without regard to the Class AF-5B Policy, in the case of the Class AF-5B Certificates). No appointment of a successor to the Subservicer 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 CertificateholderCertificateholder and the Class AF-5B Insurer. The Trustee shall not resign as servicer until a successor servicer has been appointed and has accepted such appointment. Pending appointment of a successor to the Subservicer Master Servicer hereunder, the Trustee, unless the Trustee is prohibited by law from so acting, shall, subject to Section 3.04 hereof, act in such capacity as hereinabove herein above provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on Mortgage Loans as it and such successor shall agree; provided, however, provided that no such compensation shall be in excess of that permitted the Subservicer Master Servicer hereunder. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Neither the Trustee nor any other successor servicer shall be deemed to be in default hereunder by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the failure of the Subservicer Master Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. Any successor to the Subservicer 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 Subservicer 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 member of MERS in good standing and shall agree to comply in all material respects with the rules and procedures of MERS in connection with the servicing of the Mortgage Loans that are registered with MERS, or (ii) the predecessor Master Servicer shall cooperate with the successor Master Servicer in causing MERS to execute and deliver an assignment of Mortgage in recordable form to transfer the Mortgage from MERS to the Trustee and to execute and deliver such other notices, documents and other instruments as may be necessary or desirable to effect a transfer of such Mortgage Loan or servicing of such Mortgage Loan on the MERS(R) System to the successor Master Servicer. The predecessor Master Servicer shall file or cause to be filed any such assignment in the appropriate recording office. The successor Master Servicer shall cause such assignment to be delivered to the Co-Trustee promptly upon receipt of the original with evidence 160 of recording thereon or a copy certified by the public recording office in which such assignment was recorded.

Trustee to Act; Appointment of Successor. On and after the time the Subservicer Master Servicer receives a notice of termination pursuant to Section 7.01 hereof, the Trustee shall, to the extent provided in Section 3.04, be the successor to the Subservicer 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 Subservicer Master Servicer by the terms and provisions hereof and applicable law including the obligation to make advances pursuant to Section 4.01. As compensation therefor, the Trustee shall be entitled to all fees, costs and expenses relating to the Mortgage Loans that the Subservicer Master Servicer would have been entitled to if the Subservicer Master Servicer had continued to act hereunder. Notwithstanding the foregoing, if the Trustee has become the successor to the Subservicer Master Servicer in accordance with Section 7.01 hereof, the Trustee may, if it shall be unwilling to so act, or shall, if it is prohibited by applicable law from making Advances pursuant to Section 4.01 hereof or if it is otherwise unable to so act, appoint, or petition a court of competent jurisdiction to appoint, any established mortgage loan servicing institution the appointment of which does not adversely affect the then current rating of the Certificates by each Rating Agency as the successor to the Subservicer Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Subservicer Master Servicer hereunder. Any successor Subservicer Master Servicer shall be an institution that is a FNMA ▇▇▇▇▇▇ ▇▇▇ and FHLMC Freddie Mac approved seller/servicer in 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 Subservicer Master Servicer (other than liabilities of the Subservicer Master Servicer under Section 6.03 hereof incurred prior to termination of the Subservicer Master Servicer under Section 7.01), with like effect as if originally named as a party to this Agreement; and provided further that each Rating Agency acknowledges that its rating of the Certificates in effect immediately prior to such assignment and delegation will not be qualified or reduced as a result of such assignment and delegation. No appointment of a successor to the Subservicer 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 resign as servicer until a successor servicer has been appointed and has accepted such appointment. Pending appointment of a successor to the Subservicer Master Servicer hereunder, the Trustee, unless the Trustee is prohibited by law from so acting, shall, subject to Section 3.04 hereof, act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on Mortgage Loans as it and such successor shall agree; provided, however, provided that no such compensation shall be in excess of that permitted the Subservicer Master Servicer hereunder. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Neither the Trustee nor any other successor servicer shall be deemed to be in default hereunder by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the failure of the Subservicer Master Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. Any successor to the Subservicer Master Servicer as servicer shall give notice to 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 Subservicer 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 member of MERS in good standing and shall agree to comply in all material respects with the rules and procedures of MERS in connection with the servicing of the Mortgage Loans that are registered with MERS, or (ii) the predecessor Master Servicer shall cooperate with the successor Master Servicer in causing MERS to execute and deliver an assignment of Mortgage in recordable form to transfer the Mortgage from MERS to the Trustee and to execute and deliver such other notices, documents and other instruments as may be necessary or desirable to effect a transfer of such Mortgage Loan or servicing of such Mortgage Loan on the MERS® System to the successor Master Servicer. The predecessor Master Servicer shall file or cause to be filed any such assignment in the appropriate recording office. The successor Master Servicer shall cause such assignment to be delivered to the Trustee or the Custodian promptly upon receipt of the original with evidence of recording thereon or a copy certified by the public recording office in which such assignment was recorded.

Trustee to Act; Appointment of Successor. On and after the time the Subservicer Servicer receives a notice of termination pursuant to Section 7.01 hereof3.24 or Section 7.01, the Trustee shall, subject to and to the extent provided in Section 3.043.05, be the successor to the Subservicer 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 Subservicer Servicer by the terms and provisions hereof and applicable law including the obligation to make advances P&I Advances or Servicing Advances pursuant to Section 4.013.24 or Section 7.01. As compensation therefor, the Trustee shall be entitled to all fees, costs and expenses funds relating to the Mortgage Loans that the Subservicer Servicer would have been entitled to charge to the Collection Account if the Subservicer Servicer had continued to act hereunderhereunder including, if the Servicer was receiving the Servicing Fee, the Servicing Fee and the income on investments or gain related to the Collection Account and the Distribution Account which the Servicer would be entitled to receive (in addition to income on investments or gain related to the Distribution Account for the benefit of the Trustee during the Trustee Float Period). Notwithstanding the foregoing, if the Trustee has become the successor to the Subservicer Servicer in accordance with Section 7.01 hereof7.01, (a) the Trustee shall have a period not to exceed 90 days to complete the transfer of servicing and all data and to correct or manipulate such servicing data as may be required by the Trustee to correct any errors or insufficiencies in the servicing data or otherwise enable the Trustee or other successor servicer to service the Mortgage Loans in accordance with Accepted Servicing Practices and (b) the Trustee may, if it shall be unwilling to so act, or shall, if it is prohibited by applicable law from making P&I Advances and Servicing Advances pursuant to Section 4.01 hereof or 4.01, if it is otherwise unable to so actact or at the written request of Certificateholders entitled to at least a majority of the Voting Rights, appoint, or petition a court of competent jurisdiction to appoint, any established mortgage loan servicing institution the appointment of which does not adversely affect the then current rating of the Certificates by each Rating Agency Agency, as the successor to the Subservicer such servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Subservicer such servicer hereunder. Any successor Subservicer to such servicer shall be an institution that which is a FNMA Fannie Mae and FHLMC Freddie Mac approved seller/servicer in good standing, that has a net worth of at least which ha▇ ▇ ▇▇t ▇▇rth o▇ ▇▇ ▇▇ast $15,000,00030,000,000, and that which is willing to service the Mortgage Loans and which executes and delivers to the Depositor and the Trustee an agreement accepting such delegation and assignment, that contains containing an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of the Subservicer such terminated servicer (other than liabilities of the Subservicer such terminated servicer under Section 6.03 hereof incurred prior to termination of the Subservicer Servicer under Section 7.01), with like effect as if originally named as a party to this Agreement; and provided further provided, that each Rating Agency acknowledges that its rating of the Certificates in effect immediately prior to such assignment and delegation will not be qualified or reduced reduced, as a result of such assignment and delegation. No appointment of a successor to the Subservicer 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 resign as servicer until a successor servicer has been appointed and has accepted such appointment. Pending appointment of a successor to the Subservicer a servicer hereunder, the Trustee, unless the Trustee is prohibited by law from so acting, shall, subject to Section 3.04 hereof3.05, act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on Mortgage Loans as it and such successor shall agree; provided, however, that no such compensation shall be in excess of that permitted the Subservicer hereunderServicing Fee Rate and amounts paid to the predecessor servicer from investments. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Neither the Trustee nor any other successor servicer shall be deemed to be in default hereunder by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the failure of the Subservicer predecessor servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. In the event that the Servicer is terminated pursuant to Section 7.01, the terminated Servicer shall be responsible for the servicing transfer, provide notices to the Mortgagors, arrange for and transfer the Servicing Files to a successor servicer, pay all of its own out-of-pocket costs and expenses at its own expense and pay all costs and expenses of all other parties hereto relating to the transfer of the related Servicing Files to a successor servicer (excluding set-up costs and other administrative expenses of the successor servicer), and in all other cases the successor servicer shall pay for such costs and expenses but shall not be entitled to reimbursement therefor from the Trust Fund. Such amounts payable by the terminated Servicer shall be paid by the terminated Servicer promptly upon presentation of reasonable documentation of such costs. If the Trustee is the predecessor Servicer (except in the case where the Trustee in its role as successor servicer is being terminated pursuant to Section 7.01 by reason of an Event of Default caused solely by the Trustee as the successor servicer and not by the predecessor Servicer's actions or omissions), such costs shall be paid by the prior terminated Servicer promptly upon presentation of reasonable documentation of such costs. Any successor to the Subservicer Servicer as servicer shall give notice to the related Mortgagors of such change of servicer and shall, during the term of its service as servicer servicer, maintain in force the policy or policies that the Subservicer Servicer is required to maintain pursuant to Section 6.053.13.

Trustee to Act; Appointment of Successor. (a) On and after the time the Subservicer Servicer receives a notice of termination pursuant to Section 7.01 hereof10.02 of the Contribution and Servicing Agreement, the Trustee shall, (subject to the extent provided in Section 3.04, subsection (b) hereof) shall be the successor in all respects to the Subservicer Servicer in its capacity as servicer under this the Contribution and Servicing Agreement and of the transactions set forth or provided for herein and Contracts and, to such extent, shall be subject to all the responsibilities, duties and liabilities (other than the duty to advance funds and indemnify) relating thereto placed on the Subservicer Servicer by the terms and provisions hereof thereof (but not the obligations of the Contributor contained therein which shall survive any such termination as provided in Section 10.02 thereof) and applicable law including the obligation to make advances pursuant to Section 4.01. As compensation therefor, the Trustee shall be entitled to all fees, costs receive from the Issuer the Servicing Fee and expenses relating to other servicing compensation provided for in Section 4.04 of the Mortgage Loans Contribution and Servicing Agreement; PROVIDED that the Subservicer would have been entitled to if Trustee shall in no way be responsible or liable for any action or actions of the Subservicer had continued to act hereunder. Notwithstanding Servicer before the foregoing, if time the Trustee has become the successor to the Subservicer in accordance with Section 7.01 hereof, the Servicer receives such a notice of termination. (b) The Trustee may, if it shall be is unwilling to so act, or shall, if it is prohibited by applicable law from making Advances pursuant to Section 4.01 hereof or if it is otherwise unable to act as the successor Servicer, give notice of such fact to each Noteholder and (i) appoint a successor Servicer with a net worth of at least $15,000,000 and reasonably acceptable to Noteholders evidencing more than 50% of the Voting Rights and whose regular business includes the servicing of a similar type of contracts and the financing of medical diagnostic imaging equipment, as the successor Servicer under the Contribution and Servicing Agreement to assume all of the rights and obligations of the Servicer thereunder, including, without limitation, the Servicer's right thereunder to receive the Servicing Fee (but not the obligations of the Contributor contained therein) or, (ii) if no such institution is so actappointed, appoint, or petition a court of competent jurisdiction to appoint, any established mortgage loan servicing appoint an institution the appointment of which does not adversely affect the then current rating of the Certificates by each Rating Agency meeting such criteria as the successor to the Subservicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Subservicer hereunder. Any successor Subservicer shall be an institution that is a FNMA and FHLMC approved seller/servicer in 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 Subservicer (other than liabilities of the Subservicer under Section 6.03 hereof incurred prior to termination of the Subservicer under Section 7.01), with like effect as if originally named as a party to this Agreement; and provided further that each Rating Agency acknowledges that its rating of the Certificates in effect immediately prior to such assignment and delegation will not be qualified or reduced as a result of such assignment and delegation. No appointment of a successor to the Subservicer 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 resign as servicer until a successor servicer has been appointed and has accepted such appointmentServicer thereunder. Pending appointment of a successor to Servicer under the Subservicer hereunderContribution and Servicing Agreement, the Trustee, unless the Trustee is prohibited by law from so acting, shall, subject to Section 3.04 hereof, shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee shall cause such successor Servicer to enter into a servicing agreement substantially in the form of the Contribution and Servicing Agreement except that such agreement shall not include any of the Contributor's representations, warranties or obligations and the Trustee may make such arrangements for the compensation of such successor Servicer out of payments on Mortgage Loans Contracts and the related Contracts as it and such successor Servicer shall agree; providedPROVIDED, howeverHOWEVER, that no such compensation shall be in excess of that permitted the Subservicer 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 provided in default hereunder by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the failure Section 4.04 of the Subservicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. Any successor to the Subservicer as servicer shall give notice to the Mortgagors of such change of servicer Contribution and shall, during the term of its service as servicer maintain in force the policy or policies that the Subservicer is required to maintain pursuant to Section 6.05Servicing Agreement.

Trustee to Act; Appointment of Successor. On and after (a) (1) From the time the Subservicer Servicer (and the Trustee, if notice is sent by the Holders of Certificates entitled to at least 51% of Voting Rights or the NIMS Insurer) receives a notice of termination pursuant to Section 7.01 hereoftermination, the Trustee shall, (or such other successor Servicer as is acceptable to the extent provided in Section 3.04, NIMS Insurer) shall be the successor in all respects to the Subservicer Servicer in its capacity as servicer Servicer under this Agreement and the transactions set forth or provided for herein herein, and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on and arising thereafter shall be assumed by the Subservicer Trustee (except for any representations or warranties of the Servicer under this Agreement, the responsibilities, duties and liabilities contained in Section 2.05 (other than with respect to Section 2.05(x)) and the obligation to deposit amounts in respect of losses pursuant to Section 3.12) by the terms and provisions hereof and applicable hereof; provided, however, the Trustee shall immediately assume the Servicer's obligations to make Advances pursuant to Section 4.03; provided, further, however, that if the Trustee is prohibited by law including the obligation or regulation from obligating itself to make advances regarding delinquent mortgage loans, then the Trustee shall not be obligated to make Advances pursuant to Section 4.014.03; and provided further, that any failure to perform such duties or responsibilities caused by the Servicer's failure to provide information required by Section 7.01 shall not be considered a default by the Trustee as successor to the Servicer hereunder. As compensation therefor, the Trustee shall be entitled to the Servicing Fee and all fees, costs and expenses funds relating to the Mortgage Loans that to which the Subservicer Servicer would have been entitled to if the Subservicer it had continued to act hereunder. Notwithstanding the foregoing, if the Trustee has become the successor above and subject to the Subservicer in accordance with Section 7.01 hereof7.02(a)(2) below, the Trustee may, if it shall be unwilling to so act, or shall, if it is prohibited by applicable law from making Advances pursuant unable to Section 4.01 hereof so act or if it is otherwise unable prohibited by law from making advances regarding delinquent mortgage loans or if the Holders of Certificates entitled to at least 51% of the Voting Rights or the NIMS Insurer so actrequest in writing to the Trustee, appoint, promptly appoint or petition a court of competent jurisdiction to appoint, any an established mortgage loan servicing institution the appointment of which does not adversely affect the then current rating of the Certificates by acceptable to each Rating Agency and the NIMS Insurer and having a net worth of not less than $15,000,000, as the successor to the Subservicer hereunder Servicer under this Agreement in the assumption of all or any part of the responsibilities, duties or liabilities of the Subservicer hereunder. Any successor Subservicer shall be an institution that is a FNMA and FHLMC approved seller/servicer in 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 Subservicer (other than liabilities of the Subservicer Servicer under Section 6.03 hereof incurred prior to termination of the Subservicer under Section 7.01), with like effect as if originally named as a party to this Agreement; and provided further that each Rating Agency acknowledges that its rating of the Certificates in effect immediately prior to such assignment and delegation will not be qualified or reduced as a result of such assignment and delegation. No appointment of a successor to the Subservicer 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 resign as servicer until a successor servicer has been appointed and has accepted such appointment. Pending appointment of a successor to the Subservicer Servicer hereunder, the Trustee, unless the Trustee is prohibited by law from so acting, shall, subject to Section 3.04 hereof, the Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the successor shall be entitled to receive compensation of such successor out of payments on Mortgage Loans in an amount equal to the compensation which the Servicer would otherwise have received pursuant to Section 3.18 (or such other compensation as it the Trustee and such successor shall agree; provided, howevernot to exceed the Servicing Fee). 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 to pay any deductible under an insurance policy pursuant to Section 3.14 or to indemnify the NIMS Insurer pursuant to Section 6.03, that no nor shall any successor Servicer be liable for any acts or omissions of the predecessor Servicer or for any breach by such compensation shall be Servicer of any of its representations or warranties contained herein or in excess of that permitted the Subservicer hereunderany 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. Neither All reasonable Servicing Transfer Costs shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs, and if such predecessor Servicer defaults in its obligation to pay such costs, such costs shall be paid by the successor Servicer or the Trustee nor any other (in which case the successor servicer Servicer or the Trustee, as applicable, shall be deemed entitled to be in default hereunder by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by reimbursement therefor from the failure assets of the Subservicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. Any successor to the Subservicer as servicer shall give notice to 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 Subservicer is required to maintain Trust Fund pursuant to Section 6.053.11(b)).

Trustee to Act; Appointment of Successor. On and after the time the Subservicer Master Servicer receives a notice of termination pursuant to Section 7.01 hereof, 8.01 hereof the Trustee shall, to the extent provided in Section 3.04, be shall automatically become the successor to the Subservicer in its capacity as servicer under this Agreement and Master Servicer with respect to the transactions set forth or provided for herein and after a transition period (not to exceed 90 days), shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Subservicer Master Servicer by the terms and provisions hereof and applicable law including including, if applicable, the obligation to make advances Advances pursuant to Section 4.015.01 hereof, and payments of Compensating Interest pursuant to Section 5.02 hereof, except as otherwise provided herein. As Effective on the date of such notice of termination, as compensation therefor, the Trustee shall be entitled to all fees, costs and expenses relating to the Mortgage Loans that the Subservicer Master Servicer would have been entitled to if the Subservicer it had continued to act hereunder, provided, however, that the Trustee shall not be (i) liable for any losses pursuant to Section 3.09 or Section 4.02(c) or as a result of any acts or omissions of the Master Servicer, (ii) obligated to make Advances if it is prohibited from doing so under applicable law, (iii) obligated to effectuate any repurchases or substitutions of Mortgage Loans hereunder, including pursuant to Section 2.02 or 2.03 hereof, (iv) responsible for expenses of the Master Servicer pursuant to Section 2.03 or (v) deemed to have made any representations and warranties hereunder, including pursuant to Section 2.03. Notwithstanding the foregoing, if the Trustee has become the successor to the Subservicer in accordance with Section 7.01 hereof, the Trustee may, if it shall be unwilling to so act, or shall, if it is prohibited by applicable law from making Advances pursuant to Section 4.01 hereof 5.01 hereof, or if it is otherwise unable to so act, appoint, or petition a court of competent jurisdiction to appoint, any established mortgage loan servicing institution the appointment of which does not adversely affect the then current rating of the Certificates by each Rating Agency as the successor to the Subservicer Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Subservicer Master Servicer hereunder. Any successor Subservicer Successor Master Servicer shall (i) be an institution that is a FNMA ▇▇▇▇▇▇ Mae and FHLMC ▇▇▇▇▇▇▇ Mac approved seller/servicer in good standing, that has a net worth of at least $15,000,00015,000,000 and (ii) be willing to act as Master Servicer of the Mortgage Loans, and that is willing to service the Mortgage Loans shall have executed and executes and delivers 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 Subservicer Master Servicer (other than any liabilities of the Subservicer under Section 6.03 Master Servicer hereof incurred prior to termination of the Subservicer Master Servicer under Section 7.018.01 or as otherwise set forth herein), with like effect as if originally named as a party to this Agreement; and , provided further that each Rating Agency acknowledges shall have acknowledged in writing that its rating of the Certificates in effect immediately prior to such assignment and delegation will not be qualified or reduced as a result of such assignment and delegation. No appointment of a successor to the Subservicer hereunder shall be effective until If the Trustee shall have consented theretoassumes the duties and responsibilities of the Master Servicer in accordance with this Section 8.02, and written notice of such proposed appointment shall have been provided by the Trustee to each Certificateholder. The Trustee shall not resign as servicer Master Servicer until a successor servicer Successor Master Servicer has been appointed and has accepted such appointment. Pending appointment of a successor to the Subservicer Master Servicer hereunder, the Trustee, unless the Trustee is prohibited by law from so acting, shall, subject to Section 3.04 hereof, act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on Mortgage Loans or otherwise as it and such successor shall agree; provided, however, provided that no such compensation shall be in excess of that permitted the Subservicer Master Servicer hereunder. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Neither the Trustee nor any other successor servicer Successor Master Servicer shall be deemed to be in default hereunder by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the failure of the Subservicer Master Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. Any successor The costs and expenses of the Trustee and the Successor Master Servicer in connection with the termination of the Master Servicer, appointment of a Successor Master Servicer and, if applicable, any transfer of servicing, including, without limitation, all costs and expenses associated with the complete transfer of all servicing data and the completion, correction or manipulation of such servicing data as may be required by the Trustee to correct any errors or insufficiencies in the servicing data or otherwise to enable the Trustee or the Successor Master Servicer to service the related Mortgage Loans properly and effectively, to the Subservicer as servicer extent not paid by the terminated Master Servicer, shall give notice be payable to the Mortgagors of such change of servicer Trustee and shall, during the term of its service as servicer maintain in force the policy or policies that the Subservicer is required to maintain Successor Master Servicer pursuant to Section 6.059.05.

Trustee to Act; Appointment of Successor. On and after the time the Subservicer Servicer receives a notice of termination pursuant to Section 7.01 hereofof this Agreement, the Trustee shall, subject to and to the extent provided in Section 3.04herein, be the successor to the Subservicer 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 Subservicer Servicer by the terms and provisions hereof and applicable law including the obligation to make advances Advances pursuant to Section 4.01. As compensation therefor, the Trustee shall be entitled to all fees, costs and expenses funds relating to the related Mortgage Loans that the Subservicer Servicer would have been entitled to if charge to a Collection Account, provided that the Subservicer had continued terminated Servicer shall nonetheless be entitled to act hereunderpayment or reimbursement as provided in Section 3.08(a) to the extent that such payment or reimbursement relates to the period prior to termination of the Servicer. Notwithstanding the foregoing, if the Trustee has become the successor to the Subservicer Servicer in accordance with Section 7.01 hereof7.01, the Trustee may, if it shall be unwilling to so act, or shall, if it is prohibited by applicable law from making Advances pursuant to Section 4.01 hereof hereof, or if it is otherwise unable to so act, appoint, or petition a court of competent jurisdiction to appoint, any established mortgage loan servicing institution the appointment of which does not adversely affect the then current rating of the Certificates by each Rating Agency Agency, as the successor to the Subservicer Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Subservicer Servicer hereunder. Any successor Subservicer to the Servicer shall be an institution that which is a FNMA and FHLMC approved seller/servicer in good standing, that which has a net worth of at least $15,000,00010,000,000, and that 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, that contains containing an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of the Subservicer Servicer (other than liabilities of the Subservicer Servicer under Section 6.03 hereof incurred prior to termination of the Subservicer Servicer under Section 7.017.01 hereunder), with like effect as if originally named as a party to this Agreement; and provided further that each Rating Agency acknowledges that its rating of the Certificates in effect immediately prior to such assignment and delegation will not be qualified or reduced as a result of such assignment and delegation. No appointment of a successor to the Subservicer 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 resign as servicer until a successor servicer has been appointed and has accepted such appointment. Pending appointment of a successor to the Subservicer Servicer hereunder, the Trustee, unless the Trustee is prohibited by law from so acting, shall, subject to Section 3.04 hereofthe limitations described herein, act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on the related Mortgage Loans as it and such successor shall agree; provided, however, that no such compensation shall be in excess of that permitted the Subservicer hereunderServicing Fee. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Neither the Trustee nor any other successor servicer shall be deemed to be in default hereunder by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the failure of the Subservicer Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. Any successor to the Subservicer as servicer a Servicer shall give notice to the Mortgagors of such change of servicer and shall, during the term of its service as servicer servicer, maintain in force the policy or policies that the Subservicer Servicer is required to maintain pursuant to Section 6.05this Agreement.

Trustee to Act; Appointment of Successor. (1) On and after the time the Subservicer Servicer receives a notice of termination pursuant to in accordance with Section 7.01 13.05 hereof, the Trustee, or such other person appointed by the Trustee shallpursuant to this paragraph, shall separately assume and become the successor in all respects to the extent provided in Section 3.04, be the successor to the Subservicer Servicer in its capacity as servicer Servicer under this Agreement and the transactions set forth or provided for herein herein, and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on and arising thereafter shall be assumed by the Subservicer Trustee (except for any representations or warranties of the Servicer under this Agreement, the responsibilities, duties and liabilities contained in Section 2.05 and the obligation to deposit amounts in respect of losses pursuant to Section 3.12) by the terms and provisions hereof and applicable including, without limitation, the Servicer’s obligations to make Advances pursuant to Section 4.03; provided, however, that if the Trustee is prohibited by law including the obligation or regulation from obligating itself to make advances regarding delinquent mortgage loans, then the Trustee shall not be obligated to make Advances pursuant to Section 4.014.03; and provided further, that any failure to perform such duties or responsibilities caused by the Servicer’s failure to provide information required by Section 7.01 shall not be considered a default by the Trustee as successor to the Servicer hereunder. As compensation therefor, the Trustee shall be entitled to the Servicing Fee and all fees, costs and expenses funds relating to the Mortgage Loans that to which the Subservicer Servicer would have been entitled to if the Subservicer it had continued to act hereunder. Notwithstanding the foregoing, if the Trustee has become the successor above and subject to the Subservicer in accordance with Section 7.01 hereof7.02(a)(2) below, the Trustee may, if it shall be unwilling to so act, or shall, if it is prohibited by applicable law from making Advances pursuant unable to Section 4.01 hereof so act or if it is otherwise unable prohibited by law from making advances regarding delinquent mortgage loans or if the Holders of Certificates entitled to at least 66% of the Voting Rights so act, appoint, request in writing to the Trustee promptly appoint or petition a court of competent jurisdiction to appoint, any established a ▇▇▇▇▇▇ ▇▇▇ or ▇▇▇▇▇▇▇ Mac approved mortgage loan servicing institution acceptable to each Rating Agency without qualification, withdrawal or downgrading of the appointment of which does not adversely affect the ratings then current rating assigned to any of the Certificates by each Rating Agency and having a net worth of not less than $10,000,000, as the successor to the Subservicer hereunder Servicer under this Agreement in the assumption of all or any part of the responsibilities, duties or liabilities of the Subservicer hereunderServicer under this Agreement. Any successor Subservicer All Servicing Transfer Costs shall be an institution that is a FNMA and FHLMC approved seller/servicer in good standingpaid by the predecessor Servicer upon presentation of reasonable documentation of such costs (provided, that has a net worth if the Trustee is the predecessor Servicer by reason of at least $15,000,000this Section 7.02, such costs shall be paid by the Servicer preceding the Trustee as successor servicer), and that is willing if such predecessor or initial Servicer, as applicable, defaults in its obligation to service pay such costs, such costs shall be paid by the Mortgage Loans and executes and delivers to the Depositor and successor Servicer or the Trustee an agreement accepting such delegation and assignment(in which case the successor Servicer or the Trustee, that contains an assumption by such Person as applicable, shall be entitled to reimbursement therefor from the assets of the rights, powers, duties, responsibilities, obligations and liabilities of the Subservicer Trust Fund). (other than liabilities of the Subservicer under Section 6.03 hereof incurred prior to termination of the Subservicer under Section 7.01), with like effect as if originally named as a party to this Agreement; and provided further that each Rating Agency acknowledges that its rating of the Certificates in effect immediately prior to such assignment and delegation will not be qualified or reduced as a result of such assignment and delegation. 2) No appointment of a successor to the Subservicer hereunder Servicer under this Agreement shall be effective until the Trustee shall have consented thereto, and written notice of such proposed appointment shall have been provided assumption by the Trustee to each Certificateholder. The Trustee shall not resign as servicer until a successor servicer has been appointed of all of the Servicer’s responsibilities, duties and has accepted such appointment. Pending appointment of a successor to the Subservicer liabilities hereunder, the Trustee, unless the Trustee is prohibited by law from so acting, shall, subject to Section 3.04 hereof, act in such capacity as hereinabove provided. In connection with such appointment and assumptionassumption described herein, the Trustee may make such arrangements for the compensation of such successor out of payments on Mortgage Loans as it and such successor shall agree; provided, however, that no such compensation shall be in excess of that permitted the Subservicer Servicer as such hereunder. The Depositor, the Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Neither the Trustee nor any other successor servicer shall be deemed to be in default hereunder by reason Pending appointment 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 Subservicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. Any a successor to the Subservicer Servicer under this Agreement, the Trustee shall act in such capacity as servicer shall give notice to 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 Subservicer is required to maintain pursuant to Section 6.05hereinabove provided.

Trustee to Act; Appointment of Successor. (a) On and after the time the Subservicer Servicer receives a notice of termination pursuant to Section 7.01 hereof7.01, or the Trustee receives the resignation of the Servicer evidenced by an Opinion of Counsel pursuant to Section 5.21, the Trustee shallshall promptly notify the Rating Agencies, to the extent except as otherwise provided in Section 3.047.01, the Trustee or such other Person as may be specified by the Certificate Insurer shall be the successor in all respects to the Subservicer 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 Subservicer Servicer by the terms and provisions hereof arising on or after the date of succession; provided, however, that the Trustee shall not be liable for any actions or the representations and applicable law including warranties of any servicer prior to it and including, without limitation, the obligation obligations of the Servicer set forth in Sections 2.06 and 3.03. The Trustee, as successor servicer, shall be obligated to pay Compensating Interest pursuant to Section 6.09 in any event and to make advances pursuant to Section 4.01. As compensation therefor5.18 unless, and only to the extent the Trustee shall determines reasonably and in good faith that such advances would not be entitled recoverable pursuant to all feesSection 5.04, costs and expenses relating such determination to be evidenced by a certification of a Responsible Officer of the Trustee delivered to the Mortgage Loans that the Subservicer would have been entitled to if the Subservicer had continued to act hereunder. Certificate Insurer. (b) Notwithstanding the foregoing, if the Trustee has become the successor to the Subservicer in accordance with Section 7.01 hereofabove, the Trustee may, if it shall be unwilling to so act, or shall, if it is prohibited by applicable law from making Advances pursuant to Section 4.01 hereof or if it is otherwise unable to so actact or if the Certificate Insurer so requests in writing to the Trustee, appoint, pursuant to such direction of the Certificate Insurer, or if no such direction is provided to the Trustee, pursuant to the provisions set forth in paragraph (c) below, or petition a court of competent jurisdiction to appoint, any established mortgage loan servicing institution acceptable to the appointment Certificate Insurer that has a net worth of which does not adversely affect the then current rating of the Certificates by each Rating Agency less than $15,000,000 as the successor to the Subservicer Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Subservicer Servicer hereunder. (c) In the event the Trustee is the successor servicer, it shall be entitled to the same Servicing Compensation (including the Servicing Fee as adjusted pursuant to the definition thereof) and other funds pursuant to Section 5.08 hereof as the Servicer if the Servicer had continued to act as servicer hereunder. Any In the event the Trustee is unable or unwilling to act as successor Subservicer servicer, the Trustee shall solicit, by public announcement, bids from housing and home finance institutions, banks and mortgage servicing institutions meeting the qualifications set forth above. Such public announcement shall specify that the successor servicer shall be an institution that is a FNMA entitled to the full amount of the aggregate Servicing Fees hereunder as servicing compensation, together with the other Servicing Compensation. Within thirty days after any such public announcement, the Trustee shall negotiate and FHLMC approved seller/effect the sale, transfer and assignment of the servicing rights and responsibilities hereunder to the qualified party submitting the highest qualifying bid. The Trustee shall deduct from any sum received by the Trustee from the successor to the Servicer in respect of such sale, transfer and assignment all costs and expenses of any public announcement and of any sale, transfer and assignment of the servicing rights and responsibilities hereunder and the amount of any unreimbursed Servicing Advances and Periodic Advances owed to the Trustee. After such deductions, the remainder of such sum shall be paid by the Trustee to the Servicer at the time of such sale, transfer and assignment to the Servicer's successor. (d) The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. The Servicer agrees to cooperate with the Trustee and any successor servicer in good standing, that has a net worth of at least $15,000,000, and that is willing to service effecting 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 Subservicer (other than liabilities of the Subservicer under Section 6.03 hereof incurred prior to termination of the Subservicer under Section 7.01)Servicer's servicing responsibilities and rights hereunder and shall promptly provide the Trustee or such successor servicer, as applicable, at the Servicer's cost and expense, all documents and records reasonably requested by it to enable it to assume the Servicer's functions hereunder and shall promptly also transfer to the Trustee or such successor servicer, as applicable, all amounts that then have been or should have been deposited in the Collection Account by the Servicer or that are thereafter received with like effect as if originally named as a party respect to this Agreement; the Mortgage Loans. Any collections received by the Servicer after such removal or resignation shall be endorsed by it to the Trustee and provided further that each Rating Agency acknowledges that its rating remitted directly to the Trustee or, at the direction of the Certificates Trustee, to the successor servicer. Neither the Trustee nor any other successor servicer shall be held liable by reason of any failure to make, or any delay in effect immediately prior making, any distribution hereunder or any portion thereof caused by (i) the failure of the Servicer to such assignment and delegation will not be qualified deliver, or reduced as a result of such assignment and delegationany delay in delivering, cash, documents or records to it, or (ii) restrictions imposed by any regulatory authority having jurisdiction over the Servicer hereunder. No Notwithstanding anything to the contrary herein, no appointment of a successor to the Subservicer hereunder Servicer under this Agreement shall be effective until the Trustee Certificate Insurer shall have consented thereto, and written notice of such proposed appointment shall have been provided by the Trustee to the Certificate Insurer and to each Certificateholder. The Trustee shall not resign as servicer until a successor servicer reasonably acceptable to the Certificate Insurer has been appointed or until a successor servicer has been appointed in accordance with paragraph (c) above. The Certificate Insurer shall have the right to remove the Trustee (or any Successor Servicer) as successor Servicer under this Section 7.02 without cause, and has accepted the Trustee shall appoint such appointment. other successor Servicer as directed by the Certificate Insurer. (e) Pending appointment of a successor to the Subservicer Servicer hereunder, the Trustee, unless the Trustee is prohibited by law from so acting, shall, subject to Section 3.04 hereof, shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on Mortgage Loans as it the Certificate Insurer and such successor shall agree; provided, however, that unless otherwise agreed by the Certificate Insurer, no such compensation shall be in excess of that permitted the Subservicer hereunderServicer pursuant to Section 5.08, together with other Servicing Compensation. The Servicer, 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 or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the failure of the Subservicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. Any successor to the Subservicer as servicer shall give notice to 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 Subservicer is required to maintain pursuant to Section 6.05.

Trustee to Act; Appointment of Successor. On and after the time the Subservicer Servicer receives a notice of termination pursuant to Section 7.01 hereof7.01, the Trustee shall, subject to and to the extent provided in Section 3.043.24, be the successor to the Subservicer 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 Subservicer Servicer by the terms and provisions hereof and applicable law including the obligation to make advances P&I Advances and Servicing Advances pursuant to Section 4.01. It is understood and acknowledged by the parties hereto that there will be a period of transition before the transfer of servicing obligations is fully effective. Notwithstanding the foregoing, the Trustee will have a period (not to exceed 90 days) to complete the transfer of all servicing data and correct or manipulate such servicing data as may be required by the Trustee to correct any errors or insufficiencies in the servicing data or otherwise enable the Trustee to service the Mortgage Loans in accordance with Accepted Servicing Practices. As compensation therefor, the Trustee shall be entitled to all fees, costs and expenses funds relating to the Mortgage Loans that the Subservicer Servicer would have been entitled to charge to the Collection Account if the Subservicer Servicer had continued to act hereunderhereunder including, if the Servicer was receiving the Servicing Fee, the Servicing Fee and the income on investments or gain related to the Collection Account which the Servicer would be entitled to receive. Notwithstanding the foregoing, if the Trustee has become the successor to the Subservicer Servicer in accordance with Section 7.01 hereof7.02, the Trustee may, if it shall be unwilling to so act, or shall, if it is prohibited by applicable law from making P&I Advances and Servicing Advances pursuant to Section 4.01 hereof or 4.01, if it is otherwise unable to so actact or at the written request of Certificateholders entitled to at least a majority of the Voting Rights or of the NIM Insurer, appoint, or petition a court of competent jurisdiction to appoint, any established mortgage loan servicing institution the appointment of which (i) does not adversely affect the then current rating of the Certificates by each Rating Agency and (ii) is acceptable to the NIM Insurer, as the successor to the Subservicer Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Subservicer Servicer hereunder. Any successor Subservicer to the Servicer shall make the covenant set forth in Section 6.02(b). Any successor to the Servicer shall be an institution that is a FNMA and FHLMC approved seller/servicer in good standing, that has a net worth of at least $15,000,000, and that which is willing to service the Mortgage Loans and which executes and delivers to the Depositor and the Trustee an agreement accepting such delegation and assignment, that contains containing an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of the Subservicer Servicer (other than liabilities of the Subservicer Servicer under Section 6.03 hereof incurred prior to termination of the Subservicer Servicer under Section 7.01), with like effect as if originally named as a party to this Agreement; and provided further provided, that each Rating Agency acknowledges that its rating of the Certificates in effect immediately prior to such assignment and delegation will not be qualified or reduced reduced, as a result of such assignment and delegation. No appointment of a successor to the Subservicer 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 resign as servicer until a successor servicer has been appointed and has accepted such appointment. Pending appointment of a successor to the Subservicer Servicer hereunder, the Trustee, unless the Trustee is prohibited by law from so acting, shall, subject to Section 3.04 hereof3.24, act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on Mortgage Loans as it and such successor shall agree; provided, however, that no such compensation shall be in excess of that permitted the Subservicer hereunderServicing Fee Rate and amounts paid to the Servicer from investments. The Trustee and such successor Servicer 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 to the Servicer shall be deemed to be in default hereunder by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the failure of the Subservicer Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. In the event that the Servicer is terminated pursuant to Section 7.01, the terminated Servicer shall provide notices to the Mortgagors, transfer the Servicing Files to a successor Servicer and pay all of its own out-of-pocket costs and expenses at its own expense. In addition, in the event that the Servicer is terminated pursuant to Section 7.01, the terminated Servicer shall pay all reasonable out-of-pocket costs and expenses of a servicing transfer incurred by parties other than the terminated Servicer (including, without limitation, any costs or expenses (including but not limited to personnel time) associated with the complete transfer of all servicing data and the completion, correction or manipulation of such servicing data as may be required by the Trustee or successor servicer to correct ay errors or insufficiencies in the servicing data or otherwise to enable the Trustee or successor servicer to service the Mortgage Loans properly and effectively, but excluding set-up costs and other administrative expenses of the successor Servicer, in which case the successor Servicer shall pay for such costs and expenses but shall not be entitled to reimbursement therefor from the Trust Fund), such an amount shall be paid by the terminated Servicer promptly upon presentation of reasonable documentation of such costs. If the Trustee is the predecessor Servicer (except in the case where the Trustee in its role as successor Servicer is being terminated pursuant to Section 7.01 by reason of an Event of Default caused solely by the Trustee as the successor Servicer and not by the predecessor Servicer's actions or omissions), such costs shall be paid by the prior terminated Servicer promptly upon presentation of reasonable documentation of such costs. If the terminated Servicer defaults in its obligation to pay such costs and expenses, the same shall be paid by the successor Servicer, in which case the successor Servicer shall be entitled to reimbursement therefor from the Trust Fund. Any successor to the Subservicer Servicer as servicer shall give notice to the Mortgagors of such change of servicer and shall, during the term of its service as servicer servicer, maintain in force the policy or policies that the Subservicer Servicer is required to maintain pursuant to Section 6.053.13.

Trustee to Act; Appointment of Successor. On and after the time the Subservicer Servicer receives a notice of termination pursuant to Section 7.01 hereof, the Trustee shall, to the extent provided in Section 3.04, be the successor to the Subservicer 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 Subservicer Servicer by the terms and provisions hereof and applicable law including the obligation to make advances pursuant to Section 4.01. As compensation therefor, subject to the last paragraph of Section 7.01, the Trustee shall be entitled to all fees, costs and expenses relating to the Mortgage Loans that the Subservicer Servicer would have been entitled to if the Subservicer Servicer had continued to act hereunder. Notwithstanding the foregoing, if the Trustee has become the successor to the Subservicer Servicer in accordance with Section 7.01 hereof, the Trustee may, if it shall be unwilling to so act, or shall, if it is prohibited by applicable law from making Advances pursuant to Section 4.01 hereof or if it is otherwise unable to so act, appoint, or petition a court of competent jurisdiction to appoint, any established mortgage loan servicing institution the appointment of which does not adversely affect the then current rating of the Certificates by each Rating Agency as the successor to the Subservicer Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Subservicer Servicer hereunder. Any successor Subservicer Servicer shall be an institution that is a FNMA ▇▇▇▇▇▇ ▇▇▇ and FHLMC ▇▇▇▇▇▇▇ Mac approved seller/servicer in 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 Subservicer Servicer (other than liabilities of the Subservicer Servicer under Section 6.03 hereof incurred prior to termination of the Subservicer Servicer under Section 7.01), with like effect as if originally named as a party to this Agreement; and provided further that each Rating Agency acknowledges that its rating of the Certificates in effect immediately prior to such assignment and delegation will not be qualified or reduced as a result of such assignment and delegation. No appointment of a successor to the Subservicer 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 resign as servicer until a successor servicer has been appointed and has accepted such appointment. Pending appointment of a successor to the Subservicer Servicer hereunder, the Trustee, unless the Trustee is prohibited by law from so acting, shall, subject to Section 3.04 hereof, act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on Mortgage Loans as it and such successor shall agree; provided, however, that no such compensation shall be in excess of that permitted the Subservicer 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 or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the failure of the Subservicer Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. Any successor to the Subservicer Servicer as servicer shall give notice to 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 Subservicer Servicer is required to maintain pursuant to Section 6.05.

Trustee to Act; Appointment of Successor. On and after (a) Within 90 days of the time the Subservicer Servicer resigns pursuant to Section 6.04 or receives a notice of termination pursuant to Section 7.01 hereof7.01, the Trustee shall, to or a successor Servicer appointed by the extent provided in Section 3.04, Trustee hereunder shall be the successor in all respects to the Subservicer Servicer in its capacity as servicer Servicer under this Agreement and the transactions set forth or provided for herein and shall be subject thereafter to all the responsibilities, duties duties, liabilities and limitations on liabilities relating thereto placed on the Subservicer Servicer, including the obligation to make Advances which have been or will be required to be made, but excluding the representations of the Servicer contained in Section 2.03, by the terms and provisions hereof hereof; provided that any failure to perform such duties or responsibilities caused by the predecessor Servicer's failure to provide information required by Section 4.02 or 4.03 shall not be considered a default by the Trustee as successor Servicer hereunder; and applicable law including provided further that the Trustee shall have no obligation whatsoever with respect to make advances any liability (other than Advances deemed recoverable and not previously made) incurred by the predecessor Servicer at or prior to the time of receipt by such Servicer of the notice of termination pursuant to Section 4.017.01 or receipt by the Trustee of the Opinion of Counsel referred to in Section 6.04. As compensation therefor, the Trustee shall be entitled to the Servicing Fee and all fees, costs and expenses funds relating to the Mortgage Loans that which the Subservicer Servicer would have been entitled to charge to the Custodial Account if the Subservicer Servicer had continued to act hereunder, except for amounts that the Servicer shall be entitled to receive pursuant to Section 7.01. Notwithstanding the foregoing, if If the Trustee has become the successor to the Subservicer Servicer in accordance with Section 7.01 hereof6.04 or this Section 7.02, then notwithstanding the above, if the Trustee may, if it shall be unwilling to so act, or shall, if it is prohibited by applicable law from making Advances pursuant to Section 4.01 hereof or if it is otherwise shall be unable to so act, the Trustee may appoint, or petition a court of competent jurisdiction to appoint, any established housing and home finance institution, which is also a Fannie Mae or Freddie Mac-approved mortgage loan servicing institution the appointment instituti▇▇, ▇a▇▇▇g a ▇▇▇ ▇▇▇th of which does not adversely affect the then current rating of the Certificates by each Rating Agency less than $9,500,000 as the successor to the Subservicer Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Subservicer Servicer hereunder. Any successor Subservicer shall be an institution that is a FNMA and FHLMC approved seller/servicer in 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 Subservicer (other than liabilities of the Subservicer under Section 6.03 hereof incurred prior to termination of the Subservicer under Section 7.01), with like effect as if originally named as a party to this Agreement; and provided further that each Rating Agency acknowledges that its rating of the Certificates in effect immediately prior to such assignment and delegation will not be qualified or reduced as a result of such assignment and delegation. No appointment of a successor to the Subservicer 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 resign as servicer until a successor servicer has been appointed and has accepted such appointment. Pending appointment of a successor to the Subservicer Servicer hereunder, the Trustee, unless the Trustee is prohibited by law from so acting, shall, subject to Section 3.04 hereof, shall act in such capacity as hereinabove herein above provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on Mortgage Loans as it and such successor shall agree; provided, however, that no such compensation shall be in excess of that permitted the Subservicer Servicer hereunder. The Each of the Seller, the Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Neither If 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 or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by becomes the failure of the Subservicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. Any successor to the Subservicer as servicer Servicer hereunder, the Trustee shall give notice be entitled to be reimbursed by the Servicer for all costs associated with the transfer of the servicing of the Mortgage Loans to the Mortgagors Trustee, including any costs or expenses associated with the complete transfer of all servicing data and the completion, correction or manipulation of such change servicing data as may be required by the Trustee to correct any errors or insufficiencies in the servicing data or otherwise to enable the Trustee to service the Mortgage Loans in accordance with this Agreement. To the extent that any such costs and expenses of servicer the Trustee resulting from the termination of the Servicer pursuant to this Section 7.02 are not reimbursed promptly by the terminated Servicer, the Trustee shall be entitled to reimbursement of such costs and shallexpenses from the Payment Account. Any successor, during including the term of its service as servicer Trustee, to the Servicer shall maintain in force the policy or during its term as Servicer hereunder insurance policies that the Subservicer is and fidelity bonds as may be required to maintain be maintained by the Servicer pursuant to Section 6.053.12. If the Trustee shall succeed to any duties of the Servicer with respect to the Mortgage Loans as provided herein, it shall do so in a separate capacity and not in its capacity as Trustee and, accordingly, the provisions of Article VIII shall be inapplicable to the Trustee in its duties as successor Servicer in the servicing of the Mortgage Loans (although such provisions shall continue to apply to the Trustee in its capacity as trustee); the provisions of Article III, however, shall apply to the Trustee in its capacity as successor Servicer. (b) In connection with the termination or resignation of the Servicer hereunder, either (i) the successor Servicer, including the Trustee if the Trustee is acting as successor Servicer, shall represent and warrant that it is a member of MERS in good standing and shall agree to comply in all material respects with the rules and procedures of MERS in connection with the servicing of the Mortgage Loans that are registered with MERS, 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, or (ii) the 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. 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 (b). The successor Servicer shall cause such assignment to be delivered to the Trustee or the Custodian promptly upon receipt of the original with evidence of recording thereon or a copy certified by the public recording office in which such assignment was recorded.

Trustee to Act; Appointment of Successor. On and after the time the Subservicer Servicer receives a notice of termination pursuant to Section 7.01 6.01 hereof, the Trustee Master Servicer shall, when and to the extent provided in Section 3.04, be the successor to the Subservicer 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 Subservicer Servicer by the terms and provisions hereof and applicable law including the obligation to make advances pursuant to Section 4.01. As compensation therefor, subject to the Trustee last paragraph of Section 6.01, the Master Servicer shall be entitled to all fees, compensation and reimbursement for costs and expenses relating to the Mortgage Loans that the Subservicer Servicer would have been entitled to hereunder if the Subservicer Servicer had continued to act hereunder. Notwithstanding the foregoing, if the Trustee Master Servicer has become the successor to the Subservicer Servicer in accordance with Section 7.01 6.01 hereof, the Trustee Master Servicer may, if it shall be unwilling to so act, or shall, if it is prohibited by applicable law from making Advances pursuant to Section 4.01 hereof or if it is otherwise unable to so act, appoint, or petition a court of competent jurisdiction to appoint, any established mortgage loan servicing institution the appointment of which does not adversely affect the then current rating of the Certificates by each Rating Agency as the successor to the Subservicer Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Subservicer Servicer hereunder. Any successor Subservicer Servicer shall be an institution that is a FNMA ▇▇▇▇▇▇ ▇▇▇ and FHLMC ▇▇▇▇▇▇▇ Mac approved seller/servicer in 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 Master Servicer an agreement accepting such delegation and assignment, that contains an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of the Subservicer Servicer (other than liabilities of the Subservicer Servicer under Section 6.03 5.03 hereof incurred prior to termination of the Subservicer Servicer under Section 7.016.01), with like effect as if originally named as a party to this Agreement; and provided further that each Rating Agency acknowledges that its rating of the Certificates in effect immediately prior to such assignment and delegation will not be qualified or reduced as a result of such assignment and delegation. No appointment of a successor to the Subservicer Servicer hereunder shall be effective until the Trustee Master Servicer shall have consented thereto, thereto and written notice of such proposed appointment shall have been provided by the Trustee Master Servicer to each Certificateholder. The Trustee Master Servicer shall not resign as servicer until a successor servicer has been appointed and has accepted such appointment. Pending appointment of a successor to the Subservicer Servicer hereunder, the TrusteeMaster Servicer, unless the Trustee Master Servicer is prohibited by law from so acting, shall, subject to Section 3.04 hereof, act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee Master Servicer may make such arrangements for the compensation of such successor out of payments on Mortgage Loans as it and such successor shall agree; provided, however, that no such compensation shall be in excess of that permitted the Subservicer Servicer hereunder. The Trustee Master Servicer and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Neither the Trustee Master Servicer nor any other successor servicer shall be deemed to be in default hereunder by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the failure of the Subservicer Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. Any successor to the Subservicer Servicer as servicer shall give notice to 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 Subservicer Servicer is required to maintain pursuant to Section 6.055.05.

Trustee to Act; Appointment of Successor. On and after the time the Subservicer Servicer receives a notice of termination pursuant to Section 7.01 hereofof this Agreement, the Trustee shall, subject to and to the extent provided in Section 3.04herein, be the successor to the Subservicer 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 Subservicer Servicer by the terms and provisions hereof and applicable law including the obligation to make advances Advances pursuant to Section 4.01. As compensation therefor, the Trustee shall be entitled to all fees, costs and expenses funds relating to the related Mortgage Loans that the Subservicer Servicer would have been entitled to if charge to a Collection Account, provided that the Subservicer had continued terminated Servicer shall nonetheless be entitled to act hereunderpayment or reimbursement as provided in Section 3.08(a) to the extent that such payment or reimbursement relates to the period prior to termination of the Servicer. Notwithstanding the foregoing, if the Trustee has become the successor to the Subservicer Servicer in accordance with Section 7.01 hereof7.01, the Trustee may, if it shall be unwilling to so act, or shall, if it is prohibited by applicable law from making Advances pursuant to Section 4.01 hereof hereof, or if it is otherwise unable to so act, appoint, or petition a court of competent jurisdiction to appoint, any established mortgage loan servicing institution the appointment of which does not adversely affect the then current rating of the Certificates by each Rating Agency Agency, as the successor to the Subservicer Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Subservicer Servicer hereunder. Any successor Subservicer to the Servicer shall be an institution that which is a FNMA and or FHLMC approved seller/servicer in good standing, that which has a net worth of at least $15,000,00010,000,000, and that 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, that contains containing an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of the Subservicer Servicer (other than liabilities of the Subservicer Servicer under Section 6.03 hereof incurred prior to termination of the Subservicer Servicer under Section 7.017.01 hereunder), with like effect as if originally named as a party to this Agreement; and provided further that each Rating Agency acknowledges that its rating of the Certificates in effect immediately prior to such assignment and delegation will not be qualified or reduced as a result of such assignment and delegation. No appointment of a successor to the Subservicer 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 resign as servicer until a successor servicer has been appointed and has accepted such appointment. Pending appointment of a successor to the Subservicer Servicer hereunder, the Trustee, unless the Trustee is prohibited by law from so acting, shall, subject to Section 3.04 hereofthe limitations described herein, act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on the related Mortgage Loans as it and such successor shall agree; provided, however, that no such compensation shall be in excess of that permitted the Subservicer hereunderServicing Fee. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Neither the Trustee nor any other successor servicer shall be deemed to be in default hereunder by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the failure of the Subservicer Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. Any successor to the Subservicer as servicer Servicer shall give notice to the Mortgagors of such change of servicer and shall, during the term of its service as servicer servicer, maintain in force the policy or policies that the Subservicer Servicer is required to maintain pursuant to Section 6.05this Agreement.

Trustee to Act; Appointment of Successor. On and after the time the Subservicer Servicer receives a notice of termination pursuant to Section 7.01 hereof3.24 or Section 7.01, the Trustee shall, subject to and to the extent provided in Section 3.043.05, be the successor to the Subservicer 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 Subservicer Servicer by the terms and provisions hereof and applicable law including the obligation to make advances P&I Advances and Servicing Advances, pursuant to Section 4.013.24 or Section 7.01. It is understood and acknowledged by the parties hereto that there will be a period of transition before the transfer of servicing obligations is fully effective. Notwithstanding the foregoing, the Trustee will have a period (not to exceed 90 days) to complete the transfer of all servicing data and correct or manipulate such servicing data as may be required by the Trustee to correct any errors or insufficiencies in the servicing data or otherwise enable the Trustee to service the Mortgage Loans in accordance with Accepted Servicing Practices. As compensation therefor, the Trustee shall be entitled to all fees, costs and expenses funds relating to the Mortgage Loans that the Subservicer Servicer would have been entitled to charge to the Collection Account if the Subservicer Servicer had continued to act hereunderhereunder including, if the Servicer was receiving the Servicing Fee, the Servicing Fee and, subject to Section 3.21(c), the income on investments or gain related to the Collection Account which the Servicer would be entitled to receive. Notwithstanding the foregoing, if the Trustee has become the successor to the Subservicer Servicer in accordance with Section 7.01 hereof7.01, the Trustee may, if it shall be unwilling to so act, or shall, if it is prohibited by applicable law from making P&I Advances and Servicing Advances pursuant to Section 4.01 hereof or 4.01, if it is otherwise unable to so actact or at the written request of Certificateholders entitled to at least a majority of the Voting Rights, appoint, or petition a court of competent jurisdiction to appoint, any established mortgage loan servicing institution the appointment of which does not adversely affect the then current rating of the Certificates by each Rating Agency Agency, as the successor to the Subservicer Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Subservicer Servicer hereunder. Any successor Subservicer to the Servicer shall make the covenant set forth in Section 6.02(b). Any successor to the Servicer shall be an institution that is a FNMA and FHLMC approved seller/servicer in good standing, that has a net worth of at least $15,000,000, and that which is willing to service the Mortgage Loans and which executes and delivers to the Depositor and the Trustee an agreement accepting such delegation and assignment, that contains containing an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of the Subservicer Servicer (other than liabilities of the Subservicer Servicer under Section 6.03 hereof incurred prior to termination of the Subservicer Servicer under Section 7.01), with like effect as if originally named as a party to this Agreement; and provided further provided, that each Rating Agency acknowledges that its rating of the Certificates in effect immediately prior to such assignment and delegation will not be qualified or reduced reduced, as a result of such assignment and delegation. No appointment of a successor to the Subservicer 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 resign as servicer until a successor servicer has been appointed and has accepted such appointment. Pending appointment of a successor to the Subservicer Servicer hereunder, the Trustee, unless the Trustee is prohibited by law from so acting, shall, subject to Section 3.04 hereof3.05, act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on Mortgage Loans as it and such successor shall agree; provided, however, that no such compensation shall be in excess of that permitted the Subservicer hereunderServicing Fee Rate and amounts paid to the Servicer from investments (subject to Section 3.21(c)). The Trustee and such successor Servicer 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 to the Servicer shall be deemed to be in default hereunder by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the failure of the Subservicer Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. In the event that the Servicer is terminated pursuant to Section 7.01, the terminated Servicer shall be responsible for the servicing transfer, provide notices to the Mortgagors, arrange for and transfer the Servicing Files to a successor Servicer and pay all of its own out-of-pocket costs and expenses at its own expense. In addition, in the event that the Servicer is terminated pursuant to Section 7.01, the terminated Servicer shall pay all reasonable out-of-pocket costs and expenses of a servicing transfer incurred by parties other than the terminated Servicer promptly upon presentation of reasonable documentation of such costs. If the Trustee is the terminated Servicer (except in the case where the Trustee in its role as successor Servicer is being terminated pursuant to Section 7.01 by reason of an Event of Default caused solely by the Trustee as the successor Servicer and not by the predecessor Servicer's actions or omissions), such costs shall be paid by the prior terminated Servicer promptly upon presentation of reasonable documentation of such costs. If the terminated Servicer defaults in its obligation to pay such costs and expenses, the same shall be paid by the successor Servicer or the Trustee, in which case the successor Servicer or the Trustee, as applicable, shall be entitled to reimbursement therefor from the Trust Fund. Any successor to the Subservicer Servicer as servicer shall give notice to the Mortgagors of such change of servicer and shall, during the term of its service as servicer servicer, maintain in force the policy or policies that the Subservicer Servicer is required to maintain pursuant to Section 6.053.13.

Trustee to Act; Appointment of Successor. On and after the time the Subservicer Servicer receives a notice of termination pursuant to Section 7.01 hereof7.01, the Trustee shall, subject to and to the extent provided in Section 3.043.05, be the successor to the Subservicer Servicer in its capacity as servicer Servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities (other than any liabilities incurred by the Servicer prior to its termination hereunder) relating thereto placed on the Subservicer Servicer by the terms and provisions hereof and applicable law law, including the obligation to make advances Advances pursuant to Section 4.01. As compensation therefor, the Trustee shall be entitled to all fees, costs and expenses funds relating to the Mortgage Loans that the Subservicer Servicer would have been entitled to charge to the Certificate Account or Distribution Account if the Subservicer Servicer had continued to act hereunder. Notwithstanding the foregoing, if the Trustee has become the successor to the Subservicer Servicer in accordance with Section 7.01 hereof7.01, the Trustee may, if it shall be unwilling to so act, or shall, if it is prohibited by applicable law from making Advances pursuant to Section 4.01 hereof or if it is otherwise unable to so act, appoint, or petition a court of competent jurisdiction to appoint, any established mortgage loan servicing institution reasonably acceptable to the Depositor, the appointment of which does not adversely affect the then current rating of the Certificates by each Rating Agency (without regard to the Policy), as the successor to the Subservicer Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities obligations of the Subservicer Servicer hereunder. Any successor Subservicer to the Servicer shall be an institution that is a FNMA and FHLMC approved seller/servicer in good standing, that has a net worth of at least $15,000,000, and that is willing to service the Mortgage Loans and that executes and delivers to the Depositor and the Trustee an agreement accepting such delegation and assignment, that contains containing an assumption by such Person it of the rights, powers, duties, responsibilities, rights and obligations and liabilities of the Subservicer Servicer (other than liabilities of the Subservicer Servicer under Section 6.03 hereof incurred prior to before termination of the Subservicer Servicer under Section 7.01), with like effect as if originally named as a party to this Agreement; and provided further provided, that each Rating Agency acknowledges that its rating of the Certificates (without regard to the Policy) in effect immediately prior to such before the assignment and delegation will not be qualified or reduced as a result of such the assignment and delegation. No appointment of a successor to the Subservicer 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 resign as servicer until a successor servicer has been appointed and has accepted such appointment. Pending appointment of a successor to the Subservicer Servicer hereunder, the Trustee, unless the Trustee is prohibited by law from so acting, shall, subject to Section 3.04 hereof3.05, act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such the successor out of payments on Mortgage Loans as it and such the successor shall agree; provided, however, that no . No such compensation shall be in excess of that permitted exceed the Subservicer hereunderServicing Fee Rate. The Trustee and such the successor shall take such any action, consistent with this Agreement, as shall be necessary to effectuate any such the succession. Neither the Trustee nor any other successor servicer Servicer shall be deemed to be in default hereunder by reason because of any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the failure of the Subservicer Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. The appointment of a successor Servicer shall not affect any liability of the predecessor Servicer that my have arisen under this Agreement before its termination as Servicer to pay any deductible under an insurance policy, to indemnify any person, or otherwise, nor shall any successor Servicer be liable for any acts or omissions of the predecessor Servicer or for any breach by the Servicer of any of its representations and warranties contained in this Agreement. In connection with the termination or resignation of the Servicer hereunder, either (i) the successor Servicer, including the Trustee if the Trustee is acting as successor Servicer, shall represent and warrant that it is a member of MERS in good standing and shall agree to comply in all material respects with the rules and procedures of MERS in connection with the servicing of the Mortgage Loans that are registered with MERS, or (ii) the predecessor Servicer shall cooperate with the successor Servicer either (x) in causing MERS to execute and deliver an assignment of Mortgage in recordable form to transfer the Mortgage from MERS to the Trustee and to execute and deliver such other notices, documents and other instruments as may be necessary or desirable to effect a transfer of such Mortgage Loan or servicing of such Mortgage Loan on the MERS® 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. 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. Each of the Certificate Insurer and the Pool Insurer must consent to any successor servicer. Any successor to the Subservicer Servicer as servicer Servicer shall give notice to of the Mortgagors of such change of servicer to the Seller and Certificate Insurer and the Mortgagors and shall, during the term of its service as servicer Servicer, maintain in force the policy or policies that the Subservicer Servicer is required to maintain pursuant to Section 6.05.

Trustee to Act; Appointment of Successor. (a) On and after the time the Subservicer Servicer receives a notice of termination or the Servicer's term is not extended pursuant to Section 7.01 hereof7.01, the Trustee shall, to the extent provided in Section 3.04, shall be the successor in all respects to the Subservicer Servicer in its capacity as servicer 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 and arising thereafter placed on the Subservicer Servicer (except for any representations or warranties of the Servicer under this Agreement and its obligation to deposit amounts in respect of losses pursuant to Section 3.12) by the terms and provisions hereof and applicable including, without limitation, the Servicer's obligations to make Monthly Advances pursuant to Section 4.03; provided, however, that if the Trustee is prohibited by law including the obligation or regulation from obligating itself to make advances regarding delinquent mortgage loans, then the Trustee shall not be obligated to make Monthly Advances pursuant to Section 4.014.03 or to make payments in respect of Prepayment Interest Shortfalls pursuant to Section 3.24; and provided, further, that any failure to perform such duties or responsibilities caused by the Servicer's failure to provide information required by Section 7.01 shall not be considered a default by the Trustee as successor to the Servicer hereunder. As compensation therefor, the Trustee shall be entitled to the Servicing Fees and all fees, costs and expenses funds relating to the Mortgage Loans that to which the Subservicer Servicer would have been entitled to if the Subservicer it had continued to act hereunder. Notwithstanding the foregoing, if the Trustee has become the successor to the Subservicer in accordance with Section 7.01 hereofabove, the Trustee may, if it shall be unwilling to so act, or shall, if it is prohibited by applicable law from making Advances pursuant unable to Section 4.01 hereof so act or if it is otherwise unable prohibited by law from making advances regarding delinquent mortgage loans or if the Certificate Insurer or if the Holders of Certificates entitled to at least 51% of the Voting Rights so actrequest in writing to the Trustee, promptly appoint, with the consent of the Certificate Insurer, or petition a court of competent jurisdiction to appoint, any an established mortgage loan servicing institution the appointment of which does not adversely affect the then current rating of the Certificates by acceptable to each Rating Agency and the Certificate Insurer and having a net worth of not less than $15,000,000 and which is a FNMA and FHLMC approved Seller/Servicer, as the successor to the Subservicer hereunder Servicer under this Agreement in the assumption of all or any part of the responsibilities, duties or liabilities of the Subservicer hereunder. Any successor Subservicer shall be an institution that is a FNMA and FHLMC approved seller/servicer in 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 Subservicer (other than liabilities of the Subservicer Servicer under Section 6.03 hereof incurred prior to termination of the Subservicer under Section 7.01), with like effect as if originally named as a party to this Agreement; and provided further that each Rating Agency acknowledges that its rating of the Certificates in effect immediately prior to such assignment and delegation will not be qualified or reduced as a result of such assignment and delegation. No appointment of a successor to the Subservicer hereunder Servicer under this Agreement shall be effective until the Trustee shall have consented thereto, and written notice of such proposed appointment shall have been provided assumption by the Trustee to each Certificateholder. The Trustee shall not resign as servicer until a successor servicer has been appointed of all of the Servicer's responsibilities, duties and has accepted such appointment. Pending appointment of a successor to the Subservicer liabilities hereunder, the Trustee, unless the Trustee is prohibited by law from so acting, shall, subject to Section 3.04 hereof, act in such capacity as hereinabove provided. In connection with such appointment and assumptionassumption described herein, the Trustee may make such arrangements for the compensation of such successor out of payments on Mortgage Loans as it and such successor shall agree; provided, however, that no such compensation shall be in excess of that permitted the Subservicer Servicer as such hereunder. The Depositor, the Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Neither Pending appointment of a successor to the Servicer under this Agreement, the Trustee nor shall act in such capacity as hereinabove provided. (b) If the Servicer fails to remit to the Trustee for distribution to the Certificateholders any other successor servicer payment required to be made under the terms of the Certificates and this Agreement (for purposes of this Section 7.02(b), a "Remittance") because the Servicer is the subject of a proceeding under the federal Bankruptcy Code and the making of such Remittance is prohibited by Section 362 of the federal Bankruptcy Code, the Trustee shall upon notice of such prohibition, regardless of whether it has received a notice of termination under Section 7.01, advance the amount of such Remittance by depositing such amount in the Distribution Account on the related Distribution Date. The Trustee shall be obligated to make such advance only if (i) such advance, in the good faith judgment of the Trustee, can reasonably be expected to be ultimately recoverable from funds which are in the custody of the Servicer, a trustee in bankruptcy or a federal bankruptcy court and should have been the subject of such Remittance absent such prohibition (the "Stayed Funds") and (ii) the Trustee is not prohibited by law from making such advance or obligating itself to do so. Upon remittance of the Stayed Funds to the Trustee or the deposit thereof in the Distribution Account by the Servicer, a trustee in bankruptcy or a federal bankruptcy court, the Trustee may recover the amount so advanced, without interest, by withdrawing such amount from the Distribution Account; provided, however, that nothing in this Agreement shall be deemed to be affect the Trustee's rights to recover from the Servicer's own funds interest at the prime rate (as set forth in default hereunder by reason the Wall Street Journal) as of the date of such advance on the amount of any failure such advance. If the Trustee at any time makes an advance under this subsection which it later determines in its good faith judgment will not be ultimately recoverable from the Stayed Funds with respect to makewhich such advance was made, or the Trustee shall be entitled to reimburse itself for such advance, without interest, by withdrawing from the Distribution Account, out of amounts on deposit therein, an amount equal to the portion of such advance attributable to the Stayed Funds. The Servicer shall pay the Trustee, from the Servicer's own funds, interest on 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 advance made by the failure Trustee pursuant to this paragraph at a rate equal to the prime rate (as set forth in the Wall Street Journal) as of the Subservicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. Any successor to the Subservicer as servicer shall give notice to the Mortgagors date of such change of servicer and shall, during the term of its service as servicer maintain in force the policy or policies that the Subservicer is required to maintain pursuant to Section 6.05advance.

Trustee to Act; Appointment of Successor. On and after (a) From the time the Subservicer Servicer (and the Trustee, if notice is sent by the Holders of Certificates entitled to at least 51% of Voting Rights or the NIMS Insurer) receives a notice of termination pursuant to Section 7.01 hereoftermination, the Trustee shall, (or such other successor Servicer as is acceptable to the extent provided in Section 3.04, NIMS Insurer) shall be the successor in all respects to the Subservicer Servicer in its capacity as servicer Servicer under this Agreement and the transactions set forth or provided for herein herein, and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on and arising thereafter shall be assumed by the Subservicer Trustee (except for any representations or warranties of the Servicer under this Agreement, the responsibilities, duties and liabilities contained in Section 2.05 (other than with respect to Section 2.05(x)) and the obligation to deposit amounts in respect of losses pursuant to Section 3.12) by the terms and provisions hereof and applicable hereof; provided, however, the Trustee shall immediately assume the Servicer’s obligations to make Advances pursuant to Section 4.03; provided, further, however, that if the Trustee is prohibited by law including the obligation or regulation from obligating itself to make advances regarding delinquent mortgage loans, then the Trustee shall not be obligated to make Advances pursuant to Section 4.014.03; and provided further, that any failure to perform such duties or responsibilities caused by the Servicer’s failure to provide information required by Section 7.01 shall not be considered a default by the Trustee as successor to the Servicer hereunder. It is understood and acknowledged by the parties hereto that there will be a period of transition (not to exceed 90 days) before the transition of servicing obligations is fully effective. As compensation therefor, the Trustee shall be entitled to the Servicing Fee and all fees, costs and expenses funds relating to the Mortgage Loans that to which the Subservicer Servicer would have been entitled to if the Subservicer it had continued to act hereunder. Notwithstanding the foregoing, if the Trustee has become the successor above and subject to the Subservicer in accordance with Section 7.01 hereof7.02(b) below, the Trustee may, if it shall be unwilling to so act, or shall, if it is prohibited by applicable law from making Advances pursuant unable to Section 4.01 hereof so act or if it is otherwise unable prohibited by law from making advances regarding delinquent mortgage loans or if the Holders of Certificates entitled to at least 51% of the Voting Rights or the NIMS Insurer so actrequest in writing to the Trustee, appoint, promptly appoint or petition a court of competent jurisdiction to appoint, any an established mortgage loan servicing institution the appointment of which does not adversely affect the then current rating of the Certificates by acceptable to each Rating Agency and the NIMS Insurer and having a net worth of not less than $15,000,000, as the successor to the Subservicer hereunder Servicer under this Agreement in the assumption of all or any part of the responsibilities, duties or liabilities of the Subservicer hereunder. Any successor Subservicer shall be an institution that is a FNMA and FHLMC approved seller/servicer in 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 Subservicer (other than liabilities of the Subservicer Servicer under Section 6.03 hereof incurred prior to termination of the Subservicer under Section 7.01), with like effect as if originally named as a party to this Agreement; and provided further that each Rating Agency acknowledges that its rating of the Certificates in effect immediately prior to such assignment and delegation will not be qualified or reduced as a result of such assignment and delegation. No appointment of a successor to the Subservicer 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 resign as servicer until a successor servicer has been appointed and has accepted such appointment. Pending appointment of a successor to the Subservicer Servicer hereunder, the Trustee, unless the Trustee is prohibited by law from so acting, shall, subject to Section 3.04 hereof, 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 3.18 (or such other compensation as the Trustee and such successor shall agree, not to exceed the Servicing Fee). 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 to pay any deductible under an insurance policy pursuant to Section 3.14 or to indemnify the NIMS Insurer pursuant to Section 6.03, nor shall any successor Servicer be liable for any acts or omissions of the predecessor Servicer or for any breach by such 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 reasonable Servicing Transfer Costs shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs, and if such predecessor Servicer defaults in its obligation to pay such costs, such costs shall be paid by the successor Servicer or the Trustee (in which case the successor Servicer or the Trustee, as applicable, shall be entitled to reimbursement therefor from the assets of the Trust Fund). (b) No appointment of a successor to the Servicer under this Agreement shall be effective until the assumption by the successor of all of the Servicer’s responsibilities, duties and liabilities hereunder. 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 Subservicer Servicer as such hereunder. The Depositor, the Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Neither Pending appointment of a successor to the Servicer under this Agreement or the Trustee nor any other successor servicer shall be deemed to be act in default hereunder by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the failure of the Subservicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to itsuch capacity as hereinabove provided. Any successor to the Subservicer as servicer Servicer, including the Trustee, shall give notice to the Mortgagors of such change of servicer and 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 the a policy or policies that of insurance covering errors and omissions in the Subservicer performance of its obligations as Servicer hereunder and a fidelity bond in respect of its officers, employees and agents to the same extent as the Servicer is so required to maintain pursuant to Section 6.053.14. (c) In connection with the termination or resignation of the Servicer hereunder, either (i) the successor Servicer, including the Trustee if the Trustee is acting as successor Servicer, shall represent and warrant that it is a member of MERS in good standing and shall agree to comply in all material respects with the rules and procedures of MERS in connection with the servicing of the Mortgage Loans that are registered with MERS, 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, or (ii) the 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® System to the successor Servicer. 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 Section 7.02(d).

Trustee to Act; Appointment of Successor. On and after (a) (1) From the time the Subservicer Servicer (and the Trustee, if notice is sent by the Holders of Certificates entitled to at least 51% of Voting Rights or the NIMS Insurer) receives a notice of termination pursuant to Section 7.01 hereoftermination, the Trustee shall, (or such other successor Servicer as is acceptable to the extent provided in Section 3.04, NIMS Insurer) shall be the successor in all respects to the Subservicer Servicer in its capacity as servicer Servicer under this Agreement and the transactions set forth or provided for herein herein, and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on and arising thereafter shall be assumed by the Subservicer Trustee (except for any representations or warranties of the Servicer under this Agreement, the responsibilities, duties and liabilities contained in Section 2.05 (other than with respect to Section 2.05(x)) and the obligation to deposit amounts in respect of losses pursuant to Section 3.12) by the terms and provisions hereof and applicable hereof; provided, however, the Trustee shall immediately assume the Servicer's obligations to make Advances pursuant to Section 4.03; provided, further, however, that if the Trustee is prohibited by law including the obligation or regulation from obligating itself to make advances regarding delinquent mortgage loans, then the Trustee shall not be obligated to make Advances pursuant to Section 4.014.03; and provided further, that any failure to perform such duties or responsibilities caused by the Servicer's failure to provide information required by Section 7.01 shall not be considered a default by the Trustee as successor to the Servicer hereunder. It is understood and acknowledged by the parties hereto that there will be a period of transition (not to exceed 90 days) before the transition of servicing obligations is fully effective. As compensation therefor, the Trustee shall be entitled to the Servicing Fee and all fees, costs and expenses funds relating to the Mortgage Loans that to which the Subservicer Servicer would have been entitled to if the Subservicer it had continued to act hereunder. Notwithstanding the foregoing, if the Trustee has become the successor above and subject to the Subservicer in accordance with Section 7.01 hereof7.02(a)(2) below, the Trustee may, if it shall be unwilling to so act, or shall, if it is prohibited by applicable law from making Advances pursuant unable to Section 4.01 hereof so act or if it is otherwise unable prohibited by law from making advances regarding delinquent mortgage loans or if the Holders of Certificates entitled to at least 51% of the Voting Rights or the NIMS Insurer so actrequest in writing to the Trustee, appoint, promptly appoint or petition a court of competent jurisdiction to appoint, any an established mortgage loan servicing institution the appointment of which does not adversely affect the then current rating of the Certificates by acceptable to each Rating Agency and the NIMS Insurer and having a net worth of not less than $15,000,000, as the successor to the Subservicer hereunder Servicer under this Agreement in the assumption of all or any part of the responsibilities, duties or liabilities of the Subservicer hereunder. Any successor Subservicer shall be an institution that is a FNMA and FHLMC approved seller/servicer in 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 Subservicer (other than liabilities of the Subservicer Servicer under Section 6.03 hereof incurred prior to termination of the Subservicer under Section 7.01), with like effect as if originally named as a party to this Agreement; and provided further that each Rating Agency acknowledges that its rating of the Certificates in effect immediately prior to such assignment and delegation will not be qualified or reduced as a result of such assignment and delegation. No appointment of a successor to the Subservicer 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 resign as servicer until a successor servicer has been appointed and has accepted such appointment. Pending appointment of a successor to the Subservicer Servicer hereunder, the Trustee, unless the Trustee is prohibited by law from so acting, shall, subject to Section 3.04 hereof, the Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the successor shall be entitled to receive compensation of such successor out of payments on Mortgage Loans in an amount equal to the compensation which the Servicer would otherwise have received pursuant to Section 3.18 (or such other compensation as it the Trustee and such successor shall agree; provided, howevernot to exceed the Servicing Fee). 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 to pay any deductible under an insurance policy pursuant to Section 3.14 or to indemnify the NIMS Insurer pursuant to Section 6.03, that no nor shall any successor Servicer be liable for any acts or omissions of the predecessor Servicer or for any breach by such compensation shall be Servicer of any of its representations or warranties contained herein or in excess of that permitted the Subservicer hereunderany 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. Neither All reasonable Servicing Transfer Costs shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs, and if such predecessor Servicer defaults in its obligation to pay such costs, such costs shall be paid by the successor Servicer or the Trustee nor any other (in which case the successor servicer Servicer or the Trustee, as applicable, shall be deemed entitled to be in default hereunder by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by reimbursement therefor from the failure assets of the Subservicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. Any successor to the Subservicer as servicer shall give notice to 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 Subservicer is required to maintain Trust Fund pursuant to Section 6.053.11(b)).

Trustee to Act; Appointment of Successor. On and after the time the Subservicer Master Servicer receives a notice of termination pursuant to Section 7.01 hereof7.01, the Trustee shall, subject to and to the extent provided in Section 3.043.05, be the successor to the Subservicer Master Servicer in its capacity as servicer Master Servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities (other than any liabilities incurred by the Master Servicer prior to its termination hereunder) relating thereto placed on the Subservicer Master Servicer by the terms and provisions hereof and applicable law law, including the obligation to make advances Advances pursuant to Section 4.01. As compensation therefor, the Trustee shall be entitled to all fees, costs and expenses funds relating to the Mortgage Loans that the Subservicer Master Servicer would have been entitled to charge to the Certificate Account or Distribution Account if the Subservicer Master Servicer had continued to act hereunder. Notwithstanding the foregoing, if the Trustee has become the successor to the Subservicer Master Servicer in accordance with Section 7.01 hereof7.01, the Trustee may, if it shall be unwilling to so act, or shall, if it is prohibited by applicable law from making Advances pursuant to Section 4.01 hereof or if it is otherwise unable to so act, appoint, or petition a court of competent jurisdiction to appoint, any established mortgage loan servicing institution reasonably acceptable to the NIM Insurer (as evidenced by the prior written consent of the NIM Insurer) the appointment of which does not adversely affect the then current rating of the Certificates and the NIM Insurer guaranteed notes by each Rating Agency Agency, as the successor to the Subservicer Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities obligations of the Subservicer Master Servicer hereunder. Any successor Subservicer to the Master Servicer shall be an institution that is a FNMA and FHLMC approved seller/servicer in good standing, that has a net worth of at least $15,000,000, and that is willing to service the Mortgage Loans Loans, and that executes and delivers to the Depositor and the Trustee an agreement accepting such delegation and assignment, that contains containing an assumption by such Person it of the rights, powers, duties, responsibilities, rights and obligations and liabilities of the Subservicer Master Servicer (other than liabilities of the Subservicer Master Servicer under Section 6.03 hereof incurred prior to before termination of the Subservicer Master Servicer under Section 7.01), with like effect as if originally named as a party to this Agreement; and provided further PROVIDED that each Rating Agency acknowledges that its rating of the Certificates in effect immediately prior to such before the assignment and delegation will not be qualified or reduced reduced, as a result of such the assignment and delegation. No appointment of a successor to the Subservicer 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 resign as servicer until a successor servicer has been appointed and has accepted such appointment. Pending appointment of a successor to the Subservicer Master Servicer hereunder, the Trustee, unless the Trustee is prohibited by law from so acting, shall, subject to Section 3.04 hereof3.05, act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such the successor out of payments on Mortgage Loans as it and such the successor shall agree; provided, however, that no . No such compensation shall be in excess of that permitted exceed the Subservicer hereunderMaster Servicing Fee Rate. The Trustee and such the successor shall take such any action, consistent with this Agreement, as shall be necessary to effectuate any such the succession. Neither the Trustee nor any other successor servicer Master Servicer shall be deemed to be in default hereunder by reason because of any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the failure of the Subservicer Master Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents documents, or records to it. The appointment of a successor Master Servicer shall not affect any liability of the predecessor Master Servicer that my have arisen under this Agreement before its termination as Master Servicer to pay any deductible under an insurance policy, to indemnify any person, or otherwise, nor shall any successor Master Servicer be liable for any acts or omissions of the predecessor Master Servicer or for any breach by the Master Servicer of any of its representations and warranties contained in this Agreement. In connection with the termination or resignation of the Master Servicer hereunder, either (i) the successor Master Servicer, including the Trustee if the Trustee is acting as successor Master Servicer, shall represent and warrant that it is a member of MERS in good standing and shall agree to comply in all material respects with the rules and procedures of MERS in connection with the servicing of the Mortgage Loans that are registered with MERS, or (ii) the predecessor Master Servicer shall cooperate with the successor Master Servicer either (x) in causing MERS to execute and deliver an assignment of Mortgage in recordable form to transfer the Mortgage from MERS to the Trustee and to execute and deliver such other notices, documents and other instruments as may be necessary or desirable to effect a transfer of such Mortgage Loan or servicing of such Mortgage Loan on the MERS(R) System to the successor Master Servicer or (y) in causing MERS to designate on the MERS(R) System the successor Master Servicer as the servicer of such Mortgage Loan. The predecessor Master Servicer shall file or cause to be filed any such assignment in the appropriate recording office. The successor Master Servicer shall cause such assignment to be delivered to the Trustee promptly upon receipt of the original with evidence of recording thereon or a copy certified by the public recording office in which such assignment was recorded. Any successor to the Subservicer Master Servicer as servicer Master Servicer shall give notice to the NIM Insurer and the Mortgagors of such the change of servicer and shall, during the term of its service as servicer Master Servicer, maintain in force the policy or policies that the Subservicer Master Servicer is required to maintain pursuant to Section 6.05.

Trustee to Act; Appointment of Successor. On and after (a) Upon the time receipt by the Subservicer receives Master Servicer of a notice of termination pursuant to Section 7.01 hereof8.01 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, shall automatically become the successor in all respects to the extent provided in Section 3.04, be the successor to the Subservicer 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 Subservicer Master Servicer by the terms and provisions hereof and applicable law including hereof; PROVIDED, HOWEVER, that the Trustee (i) shall be under no obligation to make advances purchase any Mortgage Loan pursuant to Section 4.0110.01; and (ii) 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 receipt by the Master Servicer of such notice or by the Trustee of such Opinion of Independent Counsel, including any liabilities associated with the Master Servicer's failure to modify its computer and any other systems in a manner such that the Master Servicer can service the Mortgage Loans in accordance with the terms of this Agreement on and after January 1, 2000. As compensation therefor, but subject to Section 7.06, the Trustee shall be entitled to all fees, costs and expenses funds relating to the Mortgage Loans that which the Subservicer Master Servicer would have been entitled to retain if the Subservicer 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 foregoing, if the Trustee has become the successor to the Subservicer in accordance with Section 7.01 hereofabove, the Trustee may, if it shall be unwilling so to so act, or shall, if it is prohibited by applicable law from making Advances pursuant legally unable so to Section 4.01 hereof or if it is otherwise unable to so act, appoint, appoint or petition a court of competent jurisdiction to appoint, any established mortgage loan servicing housing and home finance institution which is a ▇▇▇▇▇▇ Mae- or ▇▇▇▇▇▇▇ Mac-approved servicer, and with respect to a successor to the appointment Master Servicer only, having a net worth of which does not adversely affect the then current rating of the Certificates by each Rating Agency less than $10,000,000, as the successor to the Subservicer Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Subservicer Master Servicer hereunder. Any successor Subservicer shall be an institution that is a FNMA and FHLMC approved seller/servicer in 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 Subservicer (other than liabilities of the Subservicer under Section 6.03 hereof incurred prior to termination of the Subservicer under Section 7.01), with like effect as if originally named as a party to this Agreement; and provided further that each Rating Agency acknowledges that its rating of the Certificates in effect immediately prior to such assignment and delegation will not be qualified or reduced as a result of such assignment and delegation. No appointment of a successor to the Subservicer 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 resign as servicer until a successor servicer has been appointed and has accepted such appointment. Pending appointment of a successor to the Subservicer Master Servicer hereunder, the Trustee, unless the Trustee is prohibited by law from so acting, shall, subject to Section 3.04 hereof, shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on the Mortgage Loans as it and such successor shall agree; providedPROVIDED, howeverHOWEVER, that the provisions of Section 7.06 shall apply, no such compensation shall be in excess of that permitted the Subservicer 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. Neither . (b) If the Trustee nor shall succeed to any other successor servicer duties of the Master Servicer respecting the Mortgage Loans as provided herein, it shall do so in a separate capacity and not in its capacity as Trustee and, accordingly, the provisions of Article IX shall be deemed inapplicable to be the Trustee in default hereunder by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any its duties or responsibilities hereunder, in either case caused by as the failure of the Subservicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. Any successor to the Subservicer as servicer Master Servicer in the servicing of the Mortgage Loans (although such provisions shall give notice continue to apply to the Mortgagors Trustee in its capacity as Trustee); the provisions of such change of servicer and shallArticle VII, during the term of however, shall apply to it in its service capacity as servicer maintain in force the policy or policies that the Subservicer is required to maintain pursuant to Section 6.05successor master servicer.

Trustee to Act; Appointment of Successor. On and after the time the Subservicer Servicer receives a notice of termination pursuant to Section 7.01 hereofof this Agreement, the Trustee shallor a successor servicer appointed pursuant to Section 7.01, subject to and to the extent provided in Section 3.04herein, either shall be the successor to the Subservicer 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 Subservicer Servicer by the terms and provisions hereof and applicable law including the obligation to make advances Advances pursuant to Section 4.01. As compensation therefor, the Trustee successor servicer shall be entitled to all fees, costs and expenses funds relating to the related Mortgage Loans that the Subservicer terminated Servicer would have been entitled to if charge to a Collection Account, provided that the Subservicer had continued terminated Servicer shall nonetheless be entitled to act hereunderpayment or reimbursement as provided in Section 3.09(a) to the extent that such payment or reimbursement relates to the period prior to the completion of the transfer of servicing to a successor servicer. Notwithstanding the foregoing, if the Trustee has become the successor to the Subservicer terminated Servicer in accordance with Section 7.01 hereof7.01, the Trustee may, if it shall be unwilling to so act, or shall, if it is prohibited by applicable law from making Advances pursuant to Section 4.01 hereof hereof, or if it is otherwise unable to so act, appoint, or petition a court of competent jurisdiction to appoint, any established mortgage loan servicing institution the appointment of which does not adversely affect the then current rating of the Certificates by each Rating Agency Agency, as the successor to the Subservicer terminated Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Subservicer Servicer hereunder. Any successor Subservicer to the Servicer shall be an institution that which is a FNMA and or FHLMC approved seller/servicer in good standing, that which has a net worth of at least $15,000,00010,000,000, and that 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, that contains containing an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of the Subservicer Servicer (other than liabilities of the Subservicer Servicer under Section 6.03 hereof incurred prior to termination of the Subservicer Servicer under Section 7.017.01 hereunder), with like effect as if originally named as a party to this Agreement; and provided further that each Rating Agency acknowledges that its rating of the Certificates in effect immediately prior to such assignment and delegation will not be qualified or reduced as a result of such assignment and delegation. No appointment of a successor to the Subservicer 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 resign as servicer until a successor servicer has been appointed and has accepted such appointment. Pending appointment of a successor to the Subservicer Servicer hereunder, the Trustee, Trustee or other successor servicer unless the Trustee such entity is prohibited by law from so acting, shall, subject to Section 3.04 hereofthe limitations described herein, act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on the related Mortgage Loans as it and such successor shall agree; provided, however, that no such compensation shall be in excess of the Servicing Fee, assuming for this purpose that permitted the Subservicer hereunderServicing Fee Rate is 0.50% per annum, for any other successor. To the extent that the compensation of any successor to the Servicer is calculated using a rate exceeding the then-current rate used to calculate the Ocwen Servicing Fee Rate (as defined in the Ocwen Side Letter), as the case may be, each Holder of a Class A-IO-S Certificate hereby agrees to a decrease in the Excess Servicing Fee Rate in an amount equal to such excess. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Neither the Trustee nor any other successor servicer shall be deemed to be in default hereunder by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the failure of the Subservicer terminated Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. Any successor to the Subservicer as servicer Servicer or shall give notice to the Mortgagors of such change of servicer and servicer. Any successor to the Servicer shall, during the term of its service as servicer the Servicer maintain in force the policy or policies of the type that the Subservicer Servicer is required to maintain pursuant to Section 6.05this Agreement. In connection with the termination or resignation of the Servicer hereunder, either (i) the successor Servicer, including the Trustee if the Trustee is acting as successor Servicer, shall represent and warrant that it is a member of MERS in good standing and shall agree to comply in all material respects with the rules and procedures of MERS in connection with the servicing of the Mortgage Loans that are registered with MERS, or (ii) the predecessor Servicer, at its sole expense, shall cooperate with the successor Servicer either (x) in causing MERS to execute and deliver an Assignment of Mortgage in recordable form to transfer the Mortgage from MERS to the Trustee and to execute and deliver such other notices, documents and other instruments as may be necessary or desirable to effect a transfer of such Mortgage Loan or servicing of such Mortgage Loan on the MERS® System to the successor Servicer or (y) in causing MERS to designate on the MERS® System the successor Servicer as the servicer of such Mortgage Loan (at the cost and expense of the successor Servicer to the extent such costs relate to the qualification of such successor Servicer as a member of MERS, otherwise at the cost and expense of the predecessor Servicer). The predecessor Servicer shall file or cause to be filed any such assignment in the appropriate recording office. The successor Servicer shall cause such assignment to be delivered to the Trustee promptly upon receipt of the original with evidence of recording thereon or a copy certified by the public recording office in which such assignment was recorded.

Trustee to Act; Appointment of Successor. On and after (a) Upon the time receipt by the Subservicer receives Master Servicer of a notice of termination pursuant to Section 7.01 hereof8.01 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, shall automatically become the successor in all respects to the extent provided in Section 3.04, be the successor to the Subservicer 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 Subservicer 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 (b) select a successor Master Servicer; provided further, however, that the Trustee shall have no obligation whatsoever with respect to any liability (other than advances deemed recoverable and applicable law including not previously made) incurred by the obligation Master Servicer at or prior to make advances pursuant to Section 4.01the time of termination. As compensation therefor, but subject to Section 7.06, the Trustee shall be entitled to all fees, costs and expenses relating to compensation which the Mortgage Loans that the Subservicer Master Servicer would have been entitled to retain if the Subservicer 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 foregoing, if the Trustee has become the successor to the Subservicer in accordance with Section 7.01 hereofabove, the Trustee may, if it shall be unwilling so to so act, or shall, if it is prohibited by applicable law from making Advances pursuant legally unable so to Section 4.01 hereof or if it is otherwise unable to so act, appoint, appoint or petition a court of competent jurisdiction to appoint, any established mortgage loan servicing housing and home finance institution which is a F▇▇▇▇▇ Mae- or F▇▇▇▇▇▇ Mac-approved servicer, and with respect to a successor to the appointment Master Servicer only, having a net worth of which does not adversely affect the then current rating of the Certificates by each Rating Agency less than $10,000,000, as the successor to the Subservicer Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Subservicer Master Servicer hereunder. Any successor Subservicer shall be an institution that is a FNMA and FHLMC approved seller/servicer in good standing; provided, 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 Subservicer (other than liabilities of the Subservicer under Section 6.03 hereof incurred prior to termination of the Subservicer under Section 7.01), with like effect as if originally named as shall obtain a party to this Agreement; and provided further that letter from each Rating Agency acknowledges that its rating the ratings, if any, on each of the Certificates in effect immediately prior to such assignment and delegation will not be qualified or reduced lowered as a result of such assignment and delegation. No appointment the selection of a the successor to the Subservicer 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 resign as servicer until a successor servicer has been appointed and has accepted such appointmentMaster Servicer. Pending appointment of a successor to the Subservicer Master Servicer hereunder, the Trustee, unless the Trustee is prohibited by law from so acting, shall, subject to Section 3.04 hereof, shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on the Mortgage Loans as it and such successor shall agree; provided, however, that no such the provisions of Section 7.06 shall apply, the compensation shall not be in excess of that permitted which the Subservicer 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. Neither . (b) If the Trustee nor shall succeed to any other successor servicer duties of the Master Servicer respecting the Mortgage Loans as provided herein, it shall do so in a separate capacity and not in its capacity as Trustee and, accordingly, the provisions of Article IX shall be deemed inapplicable to be the Trustee in default hereunder by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any its duties or responsibilities hereunder, in either case caused by as the failure of the Subservicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. Any successor to the Subservicer as servicer Master Servicer in the servicing of the Mortgage Loans (although such provisions shall give notice continue to apply to the Mortgagors Trustee in its capacity as Trustee); the provisions of such change of servicer and shallArticle VII, during the term of however, shall apply to it in its service capacity as servicer maintain in force the policy or policies that the Subservicer is required to maintain pursuant to Section 6.05successor master servicer.

Trustee to Act; Appointment of Successor. On and after the time the Subservicer Servicer or the Countrywide Servicer, as applicable, receives a notice of termination pursuant to Section 3.24 or Section 7.01 hereofor pursuant to the CHL Agreements, as applicable, the Trustee shall, subject to and to the extent provided in Section 3.043.05, be the successor to the Subservicer Servicer or the Countrywide Servicer, as applicable, in its capacity as servicer under this Agreement or the CHL Agreements 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 Subservicer Servicer or the Countrywide Servicer, as applicable, by the terms and provisions hereof or thereof and applicable law including the obligation to make advances P&I Advances or Servicing Advances pursuant to Section 4.013.24 or Section 7.01 or pursuant to the CHL Agreements, as applicable. As compensation therefor, the Trustee shall be entitled to all fees, costs and expenses funds relating to the Mortgage Loans that the Subservicer Servicer or the Countrywide Servicer, as applicable, would have been entitled to charge to its Collection Account if the Subservicer Servicer or the Countrywide Servicer, as applicable, had continued to act hereunderhereunder or thereunder, including, if the Servicer or the Countrywide Servicer, as applicable, was receiving the Servicing Fee, the Servicing Fee and the income on investments or gain related to its Collection Account and the Distribution Account which the Servicer or the Countrywide Servicer, as applicable, would be entitled to receive (in addition to income on investments or gain related to the Distribution Account for the benefit of the Trustee during the Trustee Float Period). Notwithstanding the foregoing, if the Trustee has become the successor to the Subservicer Servicer or the Countrywide Servicer, as applicable, in accordance with Section 7.01 hereof7.01, the Trustee may, if it shall be unwilling to so act, or shall, if it is prohibited by applicable law from making P&I Advances and Servicing Advances pursuant to Section 4.01 hereof or pursuant to the CHL Agreements, as applicable, if it is otherwise unable to so actact or at the written request of Certificateholders entitled to at least a majority of the Voting Rights, appoint, or petition a court of competent jurisdiction to appoint, any established mortgage loan servicing institution the appointment of which does not adversely affect the then current rating of the Certificates by each Rating Agency Agency, as the successor to the Subservicer such servicer hereunder or thereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Subservicer hereundersuch servicer hereunder or thereunder. Any successor Subservicer to such servicer shall be an institution that which is a FNMA Fannie Mae and FHLMC Freddie Mac approved seller/servicer in good standing, that has a net worth of at least which ha▇ ▇ ▇▇t ▇▇rth o▇ ▇▇ ▇▇ast $15,000,00030,000,000, and that which is willing to service the Mortgage Loans and which executes and delivers to the Depositor and the Trustee an agreement accepting such delegation and assignment, that contains containing an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of the Subservicer such terminated servicer (other than liabilities of the Subservicer such terminated servicer under Section 6.03 hereof incurred prior to termination of the Subservicer such servicer under Section 7.01), with like effect as if originally named as a party to this Agreement; and provided further provided, that each Rating Agency acknowledges that its rating of the Certificates in effect immediately prior to such assignment and delegation will not be qualified or reduced reduced, as a result of such assignment and delegation. No appointment of a successor to the Subservicer 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 resign as servicer until a successor servicer has been appointed and has accepted such appointment. Pending appointment of a successor to the Subservicer hereundera servicer hereunder or thereunder, the Trustee, unless the Trustee is prohibited by law from so acting, shall, subject to Section 3.04 hereof3.05, act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on Mortgage Loans as it and such successor shall agree; provided, however, that no such compensation shall be in excess of that permitted the Subservicer hereunderServicing Fee Rate and amounts paid to the predecessor servicer from investments. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Neither the Trustee nor any other successor servicer Servicer shall be deemed to be in default hereunder by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the failure of the Subservicer predecessor servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. In the event that the Servicer is terminated pursuant to Section 7.01, the terminated Servicer shall be responsible for the servicing transfer, provide notices to the Mortgagors, arrange for and transfer the Servicing Files to a successor Servicer, pay all of its own out-of-pocket costs and expenses at its own expense and pay all costs and expenses of all other parties hereto relating to the transfer of the related Servicing Files to a successor Servicer (excluding set-up costs and other administrative expenses of the successor Servicer), and in all other cases the successor Servicer shall pay for such costs and expenses but shall not be entitled to reimbursement therefor from the Trust Fund. Such amounts payable by the terminated Servicer shall be paid by the terminated Servicer promptly upon presentation of reasonable documentation of such costs. If the Trustee is the predecessor Servicer (except in the case where the Trustee in its role as successor Servicer is being terminated pursuant to Section 7.01 by reason of an Event of Default caused solely by the Trustee as the successor servicer and not by the predecessor Servicer's actions or omissions), such costs shall be paid by the prior terminated Servicer promptly upon presentation of reasonable documentation of such costs. Any successor to the Subservicer Servicer as servicer shall give notice to the related Mortgagors of such change of servicer and shall, during the term of its service as servicer servicer, maintain in force the policy or policies that the Subservicer Servicer is required to maintain pursuant to Section 6.053.13.

Trustee to Act; Appointment of Successor. On and after the time the Subservicer Servicer receives a notice of termination pursuant to Section 7.01 hereofof this Agreement, the Trustee shallor a successor servicer appointed pursuant to Section 7.01, subject to and to the extent provided in Section 3.04herein, either shall be the successor to the Subservicer 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 Subservicer Servicer by the terms and provisions hereof and applicable law including the obligation to make advances Advances pursuant to Section 4.01. As compensation therefor, the Trustee successor servicer shall be entitled to all fees, costs and expenses funds relating to the related Mortgage Loans that the Subservicer terminated Servicer would have been entitled to if charge to a Collection Account, provided that the Subservicer had continued terminated Servicer shall nonetheless be entitled to act hereunderpayment or reimbursement as provided in Section 3.09(a) to the extent that such payment or reimbursement relates to the period prior to the completion of the transfer of servicing to a successor servicer. Notwithstanding the foregoing, if the Trustee has become the successor to the Subservicer terminated Servicer in accordance with Section 7.01 hereof7.01, the Trustee may, if it shall be unwilling to so act, or shall, if it is prohibited by applicable law from making Advances pursuant to Section 4.01 hereof hereof, or if it is otherwise unable to so act, appoint, or petition a court of competent jurisdiction to appoint, any established mortgage loan servicing institution the appointment of which does not adversely affect the then current rating of the Certificates by each Rating Agency Agency, as the successor to the Subservicer terminated Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Subservicer Servicer hereunder. Any successor Subservicer to the Servicer shall be an institution that which is a FNMA and or FHLMC approved seller/servicer in good standing, that which has a net worth of at least $15,000,00010,000,000, and that 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, that contains containing an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of the Subservicer Servicer (other than liabilities of the Subservicer Servicer under Section 6.03 hereof incurred prior to termination of the Subservicer Servicer under Section 7.017.01 hereunder), with like effect as if originally named as a party to this Agreement; and provided further that each Rating Agency acknowledges that its rating of the Certificates in effect immediately prior to such assignment and delegation will not be qualified or reduced as a result of such assignment and delegation. No appointment of a Any successor to the Subservicer hereunder servicer appointed by DLJMC shall be effective until the Trustee shall have consented thereto, and written notice rated as a servicer of such proposed appointment shall have been provided subprime mortgage loans as “average” (or its equivalent) or better by the Trustee to each Certificateholder. The Trustee shall not resign as Rating Agency that maintains a servicer until a successor servicer has been appointed and has accepted such appointmentrating system. Pending appointment of a successor to the Subservicer Servicer hereunder, the Trustee, Trustee or other successor servicer unless the Trustee such entity is prohibited by law from so acting, shall, subject to Section 3.04 hereofthe limitations described herein, act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on the related Mortgage Loans as it and such successor shall agree; provided, however, that no such compensation shall be in excess of that permitted the Subservicer hereundera servicing fee rate of 0.50% per annum. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Neither the Trustee nor any other successor servicer shall be deemed to be in default hereunder by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the failure of the Subservicer terminated Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. Any successor to the Subservicer as servicer Servicer shall give notice to the Mortgagors of such change of servicer and servicer. Any successor to the Servicer shall, during the term of its service as servicer the Servicer maintain in force the policy or policies of the type that the Subservicer Servicer is required to maintain pursuant to Section 6.05this Agreement. In connection with the termination or resignation of the Servicer hereunder, either (i) the successor Servicer, including the Trustee if the Trustee is acting as successor Servicer, shall represent and warrant that it is a member of MERS in good standing and shall agree to comply in all material respects with the rules and procedures of MERS in connection with the servicing of the Mortgage Loans that are registered with MERS, or (ii) the predecessor Servicer, at its sole expense, shall cooperate with the successor Servicer either (x) in causing MERS to execute and deliver an Assignment of Mortgage in recordable form to transfer the Mortgage from MERS to the Trustee and to execute and deliver such other notices, documents and other instruments as may be necessary or desirable to effect a transfer of such Mortgage Loan or servicing of such Mortgage Loan on the MERS® System to the successor Servicer or (y) in causing MERS to designate on the MERS® System the successor Servicer as the servicer of such Mortgage Loan (at the cost and expense of the successor Servicer to the extent such costs relate to the qualification of such successor Servicer as a member of MERS, otherwise at the cost and expense of the predecessor Servicer). The predecessor Servicer shall file or cause to be filed any such assignment in the appropriate recording office. The successor Servicer shall cause such assignment to be delivered to the Trustee promptly upon receipt of the original with evidence of recording thereon or a copy certified by the public recording office in which such assignment was recorded.

Trustee to Act; Appointment of Successor. On and after the time the Subservicer Servicer receives a notice of termination pursuant to Section 7.01 hereof, the Trustee shall, subject to and to the extent provided in Section 3.04, be the successor to the Subservicer 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 Subservicer Servicer by the terms and provisions hereof and applicable law including the obligation to make advances Advances pursuant to Section 4.01. As compensation therefor, the Trustee shall be entitled to all fees, costs and expenses funds relating to the Mortgage Loans that the Subservicer Servicer would have been entitled to charge to the Certificate Account or Distribution Account if the Subservicer Servicer had continued to act hereunder. Notwithstanding the foregoing, if the Trustee has become the successor to the Subservicer Servicer in accordance with Section 7.01 hereof, the Trustee may, if it shall be unwilling to so act, or shall, if it is prohibited by applicable law from making Advances pursuant to Section 4.01 hereof or if it is otherwise unable to so act, appoint, or petition a court of competent jurisdiction to appoint, any established mortgage loan servicing institution the appointment of which does not adversely affect the then current rating of the Certificates by each Rating Agency as the successor to the Subservicer Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Subservicer Servicer hereunder. Any successor Subservicer to the Servicer shall be reasonably acceptable to the Insurer and shall be an institution that which is a FNMA and FHLMC approved seller/servicer in good standing, that which has a net worth of at least $15,000,00010,000,000, and that which 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 which contains an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of the Subservicer Servicer (other than liabilities of the Subservicer Servicer under Section 6.03 hereof incurred prior to termination of the Subservicer Servicer under Section 7.01), with like effect as if originally named as a party to this Agreement; and provided further that each Rating Agency acknowledges that its rating of the Certificates in effect immediately prior to such assignment and delegation will not be qualified or reduced as a result of such assignment and delegation. No appointment of a successor to delegation without taking the Subservicer 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 resign as servicer until a successor servicer has been appointed and has accepted such appointmentPolicy into account. Pending appointment of a successor to the Subservicer Servicer hereunder, the Trustee, unless the Trustee is prohibited by law from so acting, shall, subject to Section 3.04 hereof, act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on Mortgage Loans as it and such successor shall agree; provided, however, that no such compensation shall be in excess of that the Servicing Fee permitted the Subservicer 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 or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the failure of the Subservicer Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. Any successor to the Subservicer Servicer as servicer shall give notice to 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 Subservicer is required to maintain pursuant to Section 6.05servicer.

Trustee to Act; Appointment of Successor. On and after the time the Subservicer a Servicer receives a notice of termination pursuant to Section 7.01 hereof3.24 or Section 7.01, the Trustee shall, subject to and to the extent provided in Section 3.043.05, be the successor to the Subservicer 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 Subservicer such Servicer by the terms and provisions hereof and applicable law including the obligation to make advances P&I Advances or Servicing Advances pursuant to Section 4.013.24 or Section 7.01. As compensation therefor, the Trustee shall be entitled to all fees, costs and expenses funds relating to the Mortgage Loans that the Subservicer such Servicer would have been entitled to charge to its Collection Account if the Subservicer such Servicer had continued to act hereunderhereunder including, if such Servicer was receiving the Servicing Fee, the Servicing Fee and the income on investments or gain related to its Collection Account and the Distribution Account which such Servicer would be entitled to receive (in addition to income on investments or gain related to the Distribution Account for the benefit of the Trustee during the Trustee Float Period). Notwithstanding the foregoing, if the Trustee has become the successor to the Subservicer such Servicer in accordance with Section 7.01 hereof7.01, (a) the Trustee shall have a period not to exceed 90 days to complete the transfer of servicing and all data and to correct or manipulate such servicing data as may be required by the Trustee to correct any errors or insufficiencies in the servicing data or otherwise enable the Trustee or other successor Servicer to service the Mortgage Loans in accordance with Accepted Servicing Practices and (b) the Trustee may, if it shall be unwilling to so act, or shall, if it is prohibited by applicable law from making P&I Advances and Servicing Advances pursuant to Section 4.01 hereof or 4.01, if it is otherwise unable to so actact or at the written request of Certificateholders entitled to at least a majority of the Voting Rights, appoint, or petition a court of competent jurisdiction to appoint, any established mortgage loan servicing institution the appointment of which does not adversely affect the then current rating of the Certificates by each Rating Agency Agency, as the successor to the Subservicer such servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Subservicer such servicer hereunder. Any successor Subservicer to such servicer shall be an institution that which is a FNMA Fannie Mae and FHLMC Freddie Mac approved seller/servicer in good standing, that has a net which ha▇ ▇ ▇▇t worth of at least o▇ ▇▇ ▇▇ast $15,000,00030,000,000, and that which is willing to service the Mortgage Loans and which executes and delivers to the Depositor and the Trustee an agreement accepting such delegation and assignment, that contains containing an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of the Subservicer such terminated servicer (other than liabilities of the Subservicer such terminated servicer under Section 6.03 hereof incurred prior to termination of the Subservicer such Servicer under Section 7.01), with like effect as if originally named as a party to this Agreement; and provided further provided, that each Rating Agency acknowledges that its rating of the Certificates in effect immediately prior to such assignment and delegation will not be qualified or reduced reduced, as a result of such assignment and delegation. No appointment of a successor to the Subservicer 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 resign as servicer until a successor servicer has been appointed and has accepted such appointment. Pending appointment of a successor to the Subservicer a servicer hereunder, the Trustee, unless the Trustee is prohibited by law from so acting, shall, subject to Section 3.04 hereof3.05, act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on Mortgage Loans as it and such successor shall agree; provided, however, that no such compensation shall be in excess of that permitted the Subservicer hereunderServicing Fee Rate and amounts paid to the predecessor servicer from investments. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Neither the Trustee nor any other successor servicer Servicer shall be deemed to be in default hereunder by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the failure of the Subservicer predecessor servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. In the event that a Servicer is terminated pursuant to Section 7.01, such terminated Servicer shall be responsible for the servicing transfer, provide notices to the Mortgagors, arrange for and transfer the Servicing Files to a successor Servicer, pay all of its own out-of-pocket costs and expenses at its own expense and pay all costs and expenses of all other parties hereto relating to the transfer of the related Servicing Files to a successor Servicer (excluding set-up costs and other administrative expenses of the successor Servicer), and in all other cases the successor Servicer shall pay for such costs and expenses but shall not be entitled to reimbursement therefor from the Trust Fund. Such amounts payable by the terminated Servicer shall be paid by the terminated Servicer promptly upon presentation of reasonable documentation of such costs. If the Trustee is the predecessor Servicer (except in the case where the Trustee in its role as successor Servicer is being terminated pursuant to Section 7.01 by reason of an Event of Default caused solely by the Trustee as the successor Servicer and not by the predecessor Servicer's actions or omissions), such costs shall be paid by the prior terminated Servicer promptly upon presentation of reasonable documentation of such costs. Any successor to the Subservicer a Servicer as servicer shall give notice to the related Mortgagors of such change of servicer and shall, during the term of its service as servicer servicer, maintain in force the policy or policies that the Subservicer each Servicer is required to maintain pursuant to Section 6.053.13.

Trustee to Act; Appointment of Successor. (1) On and after the time the Subservicer Servicer receives a notice of termination pursuant to in accordance with Section 7.01 13.05 hereof, the Trustee, or such other person appointed by the Trustee shallpursuant to this paragraph, shall separately assume and become the successor in all respects to the extent provided in Section 3.04, be the successor to the Subservicer Servicer in its capacity as servicer Servicer under this Agreement and the transactions set forth or provided for herein herein, and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on and arising thereafter shall be assumed by the Subservicer Trustee (except for any representations or warranties of the Servicer under this Agreement, the responsibilities, duties and liabilities contained in Section 2.05 and the obligation to deposit amounts in respect of losses pursuant to Section 3.12) by the terms and provisions hereof and applicable including, without limitation, the Servicer's obligations to make Advances pursuant to Section 4.03; provided, however, that if the Trustee is prohibited by law including the obligation or regulation from obligating itself to make advances regarding delinquent mortgage loans, then the Trustee shall not be obligated to make Advances pursuant to Section 4.014.03; and provided further, that any failure to perform such duties or responsibilities caused by the Servicer's failure to provide information required by Section 7.01 shall not be considered a default by the Trustee as successor to the Servicer hereunder. As compensation therefor, the Trustee shall be entitled to the Servicing Fee and all fees, costs and expenses funds relating to the Mortgage Loans that to which the Subservicer Servicer would have been entitled to if the Subservicer it had continued to act hereunder. Notwithstanding the foregoing, if the Trustee has become the successor above and subject to the Subservicer in accordance with Section 7.01 hereof7.02(a)(2) below, the Trustee may, if it shall be unwilling to so act, or shall, if it is prohibited by applicable law from making Advances pursuant unable to Section 4.01 hereof so act or if it is otherwise unable prohibited by law from making advances regarding delinquent mortgage loans or if the Holders of Certificates entitled to at least 66% of the Voting Rights so act, appoint, request in writing to the Trustee promptly appoint or petition a court of competent jurisdiction to appoint, any established a ▇▇▇▇▇▇ ▇▇▇ or ▇▇▇▇▇▇▇ Mac approved mortgage loan servicing institution acceptable to each Rating Agency without qualification, withdrawal or downgrading of the appointment of which does not adversely affect the ratings then current rating assigned to any of the Certificates by each Rating Agency and having a net worth of not less than $10,000,000, as the successor to the Subservicer hereunder Servicer under this Agreement in the assumption of all or any part of the responsibilities, duties or liabilities of the Subservicer hereunderServicer under this Agreement. Any successor Subservicer All Servicing Transfer Costs shall be an institution that is a FNMA and FHLMC approved seller/servicer in good standingpaid by the predecessor Servicer upon presentation of reasonable documentation of such costs (provided, that has a net worth if the Trustee is the predecessor Servicer by reason of at least $15,000,000this Section 7.02, such costs shall be paid by the Servicer preceding the Trustee as successor servicer), and that is willing if such predecessor or initial Servicer, as applicable, defaults in its obligation to service pay such costs, such costs shall be paid by the Mortgage Loans and executes and delivers to the Depositor and successor Servicer or the Trustee an agreement accepting such delegation and assignment(in which case the successor Servicer or the Trustee, that contains an assumption by such Person as applicable, shall be entitled to reimbursement therefor from the assets of the rights, powers, duties, responsibilities, obligations and liabilities of the Subservicer Trust Fund). (other than liabilities of the Subservicer under Section 6.03 hereof incurred prior to termination of the Subservicer under Section 7.01), with like effect as if originally named as a party to this Agreement; and provided further that each Rating Agency acknowledges that its rating of the Certificates in effect immediately prior to such assignment and delegation will not be qualified or reduced as a result of such assignment and delegation. 2) No appointment of a successor to the Subservicer hereunder Servicer under this Agreement shall be effective until the Trustee shall have consented thereto, and written notice of such proposed appointment shall have been provided assumption by the Trustee to each Certificateholder. The Trustee shall not resign as servicer until a successor servicer has been appointed of all of the Servicer's responsibilities, duties and has accepted such appointment. Pending appointment of a successor to the Subservicer liabilities hereunder, the Trustee, unless the Trustee is prohibited by law from so acting, shall, subject to Section 3.04 hereof, act in such capacity as hereinabove provided. In connection with such appointment and assumptionassumption described herein, the Trustee may make such arrangements for the compensation of such successor out of payments on Mortgage Loans as it and such successor shall agree; provided, however, that no such compensation shall be in excess of that permitted the Subservicer Servicer as such hereunder. The Depositor, the Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Neither the Trustee nor any other successor servicer shall be deemed to be in default hereunder by reason Pending appointment 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 Subservicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. Any a successor to the Subservicer Servicer under this Agreement, the Trustee shall act in such capacity as servicer shall give notice to 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 Subservicer is required to maintain pursuant to Section 6.05hereinabove provided.

Trustee to Act; Appointment of Successor. On and after the time the Subservicer Servicer receives a notice of termination pursuant to Section 7.01 hereofof this Agreement, the Trustee shall, subject to and to the extent provided in Section 3.04herein, be the successor to the Subservicer 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 Subservicer Servicer by the terms and provisions hereof and applicable law including the obligation to make advances Advances pursuant to Section 4.01. As compensation therefor, the Trustee shall be entitled to all fees, costs and expenses funds relating to the related Mortgage Loans that the Subservicer Servicer would have been entitled to if charge to a Collection Account, provided that the Subservicer had continued terminated Servicer shall nonetheless be entitled to act hereunderpayment or reimbursement as provided in Section 3.09(a) to the extent that such payment or reimbursement relates to the period prior to termination of the Servicer. Notwithstanding the foregoing, if the Trustee has become the successor to the Subservicer Servicer in accordance with Section 7.01 hereof7.01, the Trustee may, if it shall be unwilling to so act, or shall, if it is prohibited by applicable law from making Advances pursuant to Section 4.01 hereof hereof, or if it is otherwise unable to so act, appoint, or petition a court of competent jurisdiction to appoint, any established mortgage loan servicing institution the appointment of which does not adversely affect the then current rating of the Certificates by each Rating Agency Agency, as the successor to the Subservicer Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Subservicer Servicer hereunder. Any successor Subservicer to the Servicer shall be an institution that which is a FNMA and or FHLMC approved seller/servicer in good standing, that which has a net worth of at least $15,000,00010,000,000, and that 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, that contains containing an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of the Subservicer Servicer (other than liabilities of the Subservicer Servicer under Section 6.03 hereof incurred prior to termination of the Subservicer Servicer under Section 7.017.01 hereunder), with like effect as if originally named as a party to this Agreement; and provided further that each Rating Agency acknowledges that its rating of the Certificates in effect immediately prior to such assignment and delegation will not be qualified or reduced as a result of such assignment and delegation. No appointment of a successor to the Subservicer 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 resign as servicer until a successor servicer has been appointed and has accepted such appointment. Pending appointment of a successor to the Subservicer a Servicer hereunder, the Trustee, unless the Trustee is prohibited by law from so acting, shall, subject to Section 3.04 hereofthe limitations described herein, act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on the related Mortgage Loans as it and such successor shall agree; provided, however, that no such compensation shall be in excess of that permitted the Subservicer hereunderServicing Fee. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Neither the Trustee nor any other successor servicer shall be deemed to be in default hereunder by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the failure of the Subservicer Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. Any successor to the Subservicer as servicer Servicer shall give notice to the Mortgagors of such change of servicer and shall, during the term of its service as servicer servicer, maintain in force the policy or policies that the Subservicer Servicer is required to maintain pursuant to Section 6.05this Agreement.

Trustee to Act; Appointment of Successor. On and after the time the Subservicer Servicer receives a notice of termination pursuant to Section 7.01 hereof, the Trustee shall, to the extent provided in Section 3.04, be the successor to the Subservicer 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 Subservicer Servicer by the terms and provisions hereof and applicable law including the obligation to make advances pursuant to Section 4.01. As compensation therefor, subject to the last paragraph of Section 7.01, the Trustee shall be entitled to all fees, compensation and reimbursement for costs and expenses relating to the Mortgage Loans that the Subservicer Servicer would have been entitled to hereunder if the Subservicer Servicer had continued to act hereunder. Notwithstanding the foregoing, if the Trustee has become the successor to the Subservicer Servicer in accordance with Section 7.01 hereof, the Trustee may, if it shall be unwilling to so act, or shall, if it is prohibited by applicable law from making Advances pursuant to Section 4.01 hereof or if it is otherwise unable to so act, appoint, or petition a court of competent jurisdiction to appoint, any established mortgage loan servicing institution the appointment of which does successor shall not adversely affect the then current rating of the Certificates by each Rating Agency as the successor to the Subservicer Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Subservicer Servicer hereunder. Any successor Subservicer Servicer shall be an institution that is a FNMA ▇▇▇▇▇▇ ▇▇▇ and FHLMC ▇▇▇▇▇▇▇ Mac approved seller/servicer in 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 Subservicer Servicer (other than liabilities of the Subservicer Servicer under Section 6.03 hereof incurred prior to termination of the Subservicer Servicer under Section 7.01), with like effect as if originally named as a party to this Agreement; and provided further that each Rating Agency acknowledges that its rating of the Certificates in effect immediately prior to such assignment and delegation will not be qualified or reduced as a result of such assignment and delegation. No appointment of a successor to the Subservicer Servicer hereunder shall be effective until the Trustee shall have consented thereto, thereto and written notice of such proposed appointment shall have been provided by the Trustee to each Certificateholder. The Trustee shall not resign as servicer until a successor servicer has been appointed and has accepted such appointment. Pending appointment of a successor to the Subservicer Servicer hereunder, the Trustee, unless the Trustee is prohibited by law from so acting, shall, subject to Section 3.04 hereof, act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on Mortgage Loans as it and such successor shall agree; provided, however, that no such compensation shall be in excess of that permitted the Subservicer 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 or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the failure of the Subservicer Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. Any successor to the Subservicer Servicer as servicer shall give notice to 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 Subservicer Servicer is required to maintain pursuant to Section 6.05.

Trustee to Act; Appointment of Successor. On and after the time the Subservicer 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 7.01 hereof7.01, the Trustee shall, to the extent provided in Section 3.04, shall be the successor in all respects to the Subservicer 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 Subservicer Master Servicer, the Special Servicer or the REMIC Administrator, as the case may be, by the terms and provisions hereof and applicable law including hereof, including, without limitation, if the Master Servicer is the resigning or terminated party, the Master Servicer's obligation to make advances 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 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 4.013.06 hereunder nor shall the Trustee nor any other successor be required to purchase any Loan hereunder. As compensation therefor, the Trustee shall be entitled to all fees, costs fees and expenses relating other compensation (subject to the Mortgage Loans Section 3.11) that the Subservicer resigning or terminated party would have been entitled to for future services rendered if the Subservicer resigning or terminated party had continued to act hereunder. Notwithstanding the foregoing, if the Trustee has become the successor to the Subservicer in accordance with Section 7.01 hereofabove, the Trustee may, if it shall be unwilling to so act, or shall, if it is prohibited by applicable law from making Advances pursuant to Section 4.01 hereof or if it is otherwise unable to so 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 mortgage loan servicing and qualified institution the appointment of which does not adversely affect the then current rating of the Certificates by each Rating Agency as the successor to the Subservicer 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 Subservicer Master Servicer, the Special Servicer or the REMIC Administrator, as the case may be, hereunder. Any ; provided, in the case of a successor Subservicer shall be an institution that is a FNMA and FHLMC Master Servicer, such successor has been approved seller/servicer in good standingby the Directing Certificateholder, that has a net worth of at least $15,000,000, and that is willing to service the Mortgage Loans and executes and delivers which consent with respect to the Depositor and Master Servicer shall not be unreasonably withheld or delayed; provided that such appointment does not result in the Trustee an agreement accepting such delegation and assignmentdowngrading, that contains an assumption qualification (if applicable) or withdrawal of any rating then assigned by such Person any Rating Agency to any Class of the rights, powers, duties, responsibilities, obligations and liabilities of the Subservicer Certificates (other than liabilities of the Subservicer under Section 6.03 hereof incurred prior to termination of the Subservicer under Section 7.01as evidenced by written confirmation thereof from each Rating Agency), with like effect as if originally named as a party to this Agreement; and provided further that each Rating Agency acknowledges that its rating in the case of a resigning or terminated Special Servicer, such appointment shall be subject to the rights of the Certificates in effect immediately prior Majority Certificateholder of the Controlling Class to such assignment and delegation will not be qualified or reduced as designate a result of such assignment and delegationsuccessor pursuant to Section 3.23. No appointment of a successor to the Subservicer Master Servicer, the Special Servicer or the REMIC Administrator hereunder shall be effective until the Trustee shall have consented theretoassumption of the successor to such party of all its responsibilities, duties and written notice of such proposed appointment shall have been provided by the Trustee to each Certificateholder. The Trustee shall not resign as servicer until a successor servicer has been appointed and has accepted such appointmentliabilities hereunder. Pending appointment of a successor to the Subservicer Master Servicer, the Special Servicer or the REMIC Administrator hereunder, the Trustee, unless the Trustee is prohibited by law from so acting, shall, subject to Section 3.04 hereof, shall act in such capacity as hereinabove provided. In 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 $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 Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder (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 assumptionassumption 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 Subservicer resigning or terminated party hereunder. The Trustee and 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. Neither Any costs and expenses associated with the transfer of 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 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 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 provided, further, that if the Trustee nor any other successor servicer shall be deemed is directed to be in default hereunder by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused do so by the failure of Directing Certificateholder, the Subservicer Trustee shall pursue any remedy against any party obligated to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. Any successor to the Subservicer as servicer shall give notice to the Mortgagors of make such change of servicer and shall, during the term of its service as servicer maintain in force the policy or policies that the Subservicer is required to maintain pursuant to Section 6.05reimbursement.

Trustee to Act; Appointment of Successor. On and after the time the Subservicer Master Servicer receives a notice of termination pursuant to Section 7.01 hereof, the Trustee shall, to the extent provided in Section 3.04, be the successor to the Subservicer 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 Subservicer Master Servicer by the terms and provisions hereof and applicable law including the obligation to make advances pursuant to Section 4.01. As compensation therefor, the Trustee shall be entitled to all fees, costs and expenses relating to the Mortgage Loans that the Subservicer Master Servicer would have been entitled to if the Subservicer Master Servicer had continued to act hereunder. Notwithstanding the foregoing, if the Trustee has become the successor to the Subservicer Master Servicer in accordance with Section 7.01 hereof, the Trustee may, if it shall be unwilling to so act, or shall, if it is prohibited by applicable law from making Advances pursuant to Section 4.01 hereof or if it is otherwise unable to so act, appoint, or petition a court of competent jurisdiction to appoint, any established mortgage loan servicing institution the appointment of which does not adversely affect the then current rating of the Certificates by each Rating Agency as the successor to the Subservicer Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Subservicer Master Servicer hereunder. Any successor Subservicer Master Servicer shall be an institution that is a FNMA ▇▇▇▇▇▇ Mae and FHLMC ▇▇▇▇▇▇▇ Mac approved seller/servicer in 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 Subservicer Master Servicer (other than liabilities of the Subservicer Master Servicer under Section 6.03 hereof incurred prior to termination of the Subservicer Master Servicer under Section 7.01), with like effect as if originally named as a party to this Agreement; and provided further that each Rating Agency acknowledges that its rating of the Certificates in effect immediately prior to such assignment and delegation will not be qualified or reduced as a result of such assignment and delegation. No appointment of a successor to the Subservicer 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 resign as servicer until a successor servicer has been appointed and has accepted such appointment. Pending appointment of a successor to the Subservicer Master Servicer hereunder, the Trustee, unless the Trustee is prohibited by law from so acting, shall, subject to Section 3.04 hereof, act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on Mortgage Loans as it and such successor shall agree; provided, however, provided that no such compensation shall be in excess of that permitted the Subservicer Master Servicer hereunder. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Neither the Trustee nor any other successor servicer shall be deemed to be in default hereunder by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the failure of the Subservicer Master Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. Any successor to the Subservicer Master Servicer as servicer shall give notice to 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 Subservicer 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 member of MERS in good standing and shall agree to comply in all material respects with the rules and procedures of MERS in connection with the servicing of the Mortgage Loans that are registered with MERS, or (ii) the predecessor Master Servicer shall cooperate with the successor Master Servicer in causing MERS to execute and deliver an assignment of Mortgage in recordable form to transfer the Mortgage from MERS to the Trustee and to execute and deliver such other notices, documents and other instruments as may be necessary or desirable to effect a transfer of such Mortgage Loan or servicing of such Mortgage Loan on the MERS(R) System to the successor Master Servicer. The predecessor Master Servicer shall file or cause to be filed any such assignment in the appropriate recording office. The successor Master Servicer shall cause such assignment to be delivered to the Trustee or the Custodian promptly upon receipt of the original with evidence of recording thereon or a copy certified by the public recording office in which such assignment was recorded.

Trustee to Act; Appointment of Successor. On and after the time the Subservicer Servicer receives a notice of termination pursuant to Section 7.01 hereof7.01, the Trustee shall, subject to and to the extent provided in Section 3.043.05, be the successor to the Subservicer 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 Subservicer Servicer by the terms and provisions hereof and applicable law including the obligation to make advances Advances pursuant to Section 4.01. As compensation therefor, the Trustee shall be entitled to all fees, costs and expenses funds relating to the Mortgage Loans that the Subservicer Servicer would have been entitled to charge to the Certificate Account or Distribution Account if the Subservicer Servicer had continued to act hereunder, including, if the Servicer was receiving the Servicing Fee, the Servicing Fee. Notwithstanding the foregoing, if the Trustee has become the successor to the Subservicer Servicer in accordance with Section 7.01 hereof7.01, the Trustee may, if it shall be unwilling to so act, or shall, if it is prohibited by applicable law from making Advances pursuant to Section 4.01 hereof or if it is otherwise unable to so act, appoint, or petition a court of competent jurisdiction to appoint, any established mortgage loan servicing institution the appointment of which does not adversely affect the then current rating of the Certificates by each Rating Agency Agency, as the successor to the Subservicer Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Subservicer Servicer hereunder. Any successor Subservicer to the Servicer shall be an institution that which is a FNMA and FHLMC approved seller/servicer in good standing, that which has a net worth of at least $15,000,000, and that which is willing to service the Mortgage Loans and which executes and delivers to the Depositor and the Trustee an agreement accepting such delegation and assignment, that contains containing an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of the Subservicer Servicer (other than liabilities of the Subservicer Servicer under Section 6.03 hereof incurred prior to before termination of the Subservicer Servicer under Section 7.01), with like effect as if originally named as a party to this Agreement; and provided further that each Rating Agency acknowledges that its rating of the Certificates in effect immediately prior to before such assignment and delegation will not be qualified or reduced as a result of such assignment and delegation. No appointment of a successor to the Subservicer 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 resign as servicer until a successor servicer has been appointed and has accepted such appointment. Pending appointment of a successor to the Subservicer Servicer hereunder, the Trustee, unless the Trustee is prohibited by law from so acting, shall, subject to Section 3.04 hereof, shall act in such capacity as hereinabove providedprovided above, subject to section 3.03 and unless prohibited by law. In connection with such appointment and assumption, the Trustee may make such arrangements for the 84 compensation of such successor out of payments on Mortgage Loans as it and such successor shall agree; provided, however, that in no case shall the rate of such compensation shall be in excess of that permitted exceed the Subservicer hereunderServicing Fee Rate. 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 because of any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the failure of the Subservicer Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. In connection with the termination or resignation of the Servicer hereunder, either (i) the successor Servicer, including the Trustee if the Trustee is acting as successor Servicer, shall represent and warrant that it is a member of MERS in good standing and shall agree to comply in all material respects with the rules and procedures of MERS in connection with the servicing of the Mortgage Loans that are registered with MERS, or (ii) the predecessor Servicer shall cooperate with the successor Servicer either (x) in causing MERS to execute and deliver an assignment of Mortgage in recordable form to transfer the Mortgage from MERS to the Trustee and to execute and deliver such other notices, documents and other instruments as may be necessary or desirable to effect a transfer of such Mortgage Loan or servicing of such Mortgage Loan on the MERS(R) System to the successor Servicer or (y) in causing MERS to designate on the MERS(R) System the successor Servicer as the servicer of such Mortgage Loan. The predecessor Servicer shall file or cause to be filed any such assignment in the appropriate recording office. The successor Servicer shall cause such assignment to be delivered to the Trustee promptly upon receipt of the original with evidence of recording thereon or a copy certified by the public recording office in which such assignment was recorded. Any successor to the Subservicer Servicer as servicer shall give notice to the Mortgagors of such change of servicer and shall, during the term of its service as servicer servicer, maintain in force the policy or policies that the Subservicer Servicer is required to maintain pursuant to Section 6.05this Agreement.

Trustee to Act; Appointment of Successor. On and after the time the Subservicer Master Servicer receives a notice of termination pursuant to Section 7.01 hereof, the Trustee shall, to the extent provided in Section 3.04, be the successor to the Subservicer 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 Subservicer Master Servicer by the terms and provisions hereof and applicable law including the obligation to make advances pursuant to Section 4.01. As compensation therefor, the Trustee shall be entitled to all fees, costs and expenses relating to the Mortgage Loans that the Subservicer Master Servicer would have been entitled to if the Subservicer Master Servicer had continued to act hereunder. Notwithstanding the foregoing, if the Trustee has become the successor to the Subservicer Master Servicer in accordance with Section 7.01 hereof, the Trustee may, if it shall be unwilling to so act, or shall, if it is prohibited by applicable law from making Advances pursuant to Section 4.01 hereof or if it is otherwise unable to so act, appoint, or petition a court of competent jurisdiction to appoint, any established mortgage loan servicing institution the appointment of which does not adversely affect the then current rating of the Certificates by each Rating Agency as the successor to the Subservicer Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Subservicer Master Servicer hereunder. Any successor Subservicer Master Servicer shall be an institution that is a FNMA and FHLMC approved seller/servicer in 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 Subservicer Master Servicer (other than liabilities of the Subservicer Master Servicer under Section 6.03 hereof incurred prior to termination of the Subservicer Master Servicer under Section 7.01), with like effect as if originally named as a party to this Agreement; and provided further that each Rating Agency acknowledges that its rating of the Certificates in effect immediately prior to such assignment and delegation will not be qualified or reduced as a result of such assignment and delegation. No appointment of a successor to the Subservicer 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 resign as servicer until a successor servicer has been appointed and has accepted such appointment. Pending appointment of a successor to the Subservicer Master Servicer hereunder, the Trustee, unless the Trustee is prohibited by law from so acting, shall, subject to Section 3.04 hereof, act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on Mortgage Loans as it and such successor shall agree; provided, however, provided that no such compensation shall be in excess of that permitted the Subservicer Master Servicer hereunder. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Neither the Trustee nor any other successor servicer shall be deemed to be in default hereunder by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the failure of the Subservicer Master Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. Any successor to the Subservicer Master Servicer as servicer shall give notice to 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 Subservicer Master Servicer is required to maintain pursuant to Section 6.05.

Trustee to Act; Appointment of Successor. (1) On and after the time the Subservicer Servicer receives a notice of termination pursuant to Section 7.01 hereoftermination, the Trustee shall, shall separately assume and become the successor in all respects to the extent provided in Section 3.04, be the successor to the Subservicer Servicer in its capacity as servicer Servicer under this Agreement and the transactions set forth or provided for herein herein, and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on and arising thereafter shall be assumed by the Subservicer Trustee (except for any representations or warranties of the Servicer under this Agreement, the responsibilities, duties and liabilities contained in Section 2.05 and the obligation to deposit amounts in respect of losses pursuant to Section 3.12) by the terms and provisions hereof and applicable including, without limitation, the Servicer's obligations to make Advances pursuant to Section 4.03; provided, however, that if the Trustee is prohibited by law including the obligation or regulation from obligating itself to make advances regarding delinquent mortgage loans, then the Trustee shall not be obligated to make Advances pursuant to Section 4.014.03; and provided further, that any failure to perform such duties or responsibilities caused by the Servicer's failure to provide information required by Section 7.01 shall not be considered a default by the Trustee as successor to the Servicer hereunder. As compensation therefor, the Trustee shall be entitled to the Servicing Fee and all fees, costs and expenses funds relating to the Mortgage Loans that to which the Subservicer Servicer would have been entitled to if the Subservicer it had continued to act hereunder. Notwithstanding the foregoing, if the Trustee has become the successor above and subject to the Subservicer in accordance with Section 7.01 hereof7.02(a)(2) below, the Trustee may, if it shall be unwilling to so act, or shall, if it is prohibited by applicable law from making Advances pursuant unable to Section 4.01 hereof so act or if it is otherwise unable prohibited by law from making advances regarding delinquent mortgage loans or if the Holders of Certificates entitled to at least 51% of the Voting Rights so act, appoint, request in writing to the Trustee promptly appoint or petition a court of competent jurisdiction to appoint, any an established mortgage loan servicing institution acceptable to each Rating Agency without qualification, withdrawal or downgrading of the appointment of which does not adversely affect the ratings then current rating assigned to any of the Certificates by each Rating Agency and having a net worth of not less than $15,000,000, as the successor to the Subservicer hereunder Servicer under this Agreement in the assumption of all or any part of the responsibilities, duties or liabilities of the Subservicer hereunderServicer under this Agreement. Any successor Subservicer All Servicing Transfer Costs shall be an institution that is a FNMA and FHLMC approved seller/servicer in good standingpaid by the predecessor Servicer upon presentation of reasonable documentation of such costs (provided, that has a net worth if the Trustee is the predecessor Servicer by reason of at least $15,000,000this Section 7.02, such costs shall be paid by the Servicer preceding the Trustee as successor servicer), and that is willing if such predecessor or initial Servicer, as applicable, defaults in its obligation to service pay such costs, such costs shall be paid by the Mortgage Loans and executes and delivers to the Depositor and successor Servicer or the Trustee an agreement accepting such delegation and assignment(in which case the successor Servicer or the Trustee, that contains an assumption by such Person as applicable, shall be entitled to reimbursement therefor from the assets of the rights, powers, duties, responsibilities, obligations and liabilities of the Subservicer Trust Fund). (other than liabilities of the Subservicer under Section 6.03 hereof incurred prior to termination of the Subservicer under Section 7.01), with like effect as if originally named as a party to this Agreement; and provided further that each Rating Agency acknowledges that its rating of the Certificates in effect immediately prior to such assignment and delegation will not be qualified or reduced as a result of such assignment and delegation. 2) No appointment of a successor to the Subservicer hereunder Servicer under this Agreement shall be effective until the Trustee shall have consented thereto, and written notice of such proposed appointment shall have been provided assumption by the Trustee to each Certificateholder. The Trustee shall not resign as servicer until a successor servicer has been appointed of all of the Servicer's responsibilities, duties and has accepted such appointment. Pending appointment of a successor to the Subservicer liabilities hereunder, the Trustee, unless the Trustee is prohibited by law from so acting, shall, subject to Section 3.04 hereof, act in such capacity as hereinabove provided. In connection with such appointment and assumptionassumption described herein, the Trustee may make such arrangements for the compensation of such successor out of payments on Mortgage Loans as it and such successor shall agree; provided, however, that no such compensation shall be in excess of that permitted the Subservicer Servicer as such hereunder. The Depositor, the Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Neither Pending appointment of a successor to the Servicer under this Agreement, the Trustee nor any other successor servicer shall be deemed to be act in default hereunder by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the failure of the Subservicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to itsuch capacity as hereinabove provided. Any successor to the Subservicer as servicer Servicer, including the Trustee, shall give notice to the Mortgagors of such change of servicer and 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 the a policy or policies that of insurance covering errors and omissions in the Subservicer performance of its obligations as Servicer hereunder and a fidelity bond in respect of its officers, employees and agents to the same extent as the Servicer is so required to maintain pursuant to Section 6.05.3.14

Trustee to Act; Appointment of Successor. (1) On and after the time the Subservicer Servicer receives a notice of termination pursuant to Section 7.01 hereoftermination, the Trustee shall, shall separately assume and become the successor in all respects to the extent provided in Section 3.04, be the successor to the Subservicer Servicer in its capacity as servicer Servicer under this Agreement and the transactions set forth or provided for herein herein, and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on and arising thereafter shall be assumed by the Subservicer Trustee (except for any representations or warranties of the Servicer under this Agreement, the responsibilities, duties and liabilities contained in Section 2.05 and the obligation to deposit amounts in respect of losses pursuant to Section 3.12) by the terms and provisions hereof and applicable including, without limitation, the Servicer’s obligations to make Advances pursuant to Section 4.03; provided, however, that if the Trustee is prohibited by law including the obligation or regulation from obligating itself to make advances regarding delinquent mortgage loans, then the Trustee shall not be obligated to make Advances pursuant to Section 4.014.03; and provided further, that any failure to perform such duties or responsibilities caused by the Servicer’s failure to provide information required by Section 7.01 shall not be considered a default by the Trustee as successor to the Servicer hereunder. As compensation therefor, the Trustee shall be entitled to the Servicing Fee and all fees, costs and expenses funds relating to the Mortgage Loans that to which the Subservicer Servicer would have been entitled to if the Subservicer it had continued to act hereunder. Notwithstanding the foregoing, if the Trustee has become the successor above and subject to the Subservicer in accordance with Section 7.01 hereof7.02(a)(2) below, the Trustee may, if it shall be unwilling to so act, or shall, if it is prohibited by applicable law from making Advances pursuant unable to Section 4.01 hereof so act or if it is otherwise unable prohibited by law from making advances regarding delinquent mortgage loans or if the Holders of Certificates entitled to at least 51% of the Voting Rights so act, appoint, request in writing to the Trustee promptly appoint or petition a court of competent jurisdiction to appoint, any an established mortgage loan servicing institution acceptable to each Rating Agency without qualification, withdrawal or downgrading of the appointment of which does not adversely affect the ratings then current rating assigned to any of the Certificates by each Rating Agency and having a net worth of not less than $15,000,000, as the successor to the Subservicer hereunder Servicer under this Agreement in the assumption of all or any part of the responsibilities, duties or liabilities of the Subservicer hereunderServicer under this Agreement. Any successor Subservicer All Servicing Transfer Costs shall be an institution that is a FNMA and FHLMC approved seller/servicer in good standingpaid by the predecessor Servicer upon presentation of reasonable documentation of such costs (provided, that has a net worth if the Trustee is the predecessor Servicer by reason of at least $15,000,000this Section 7.02, such costs shall be paid by the Servicer preceding the Trustee as successor servicer), and that is willing if such predecessor or initial Servicer, as applicable, defaults in its obligation to service pay such costs, such costs shall be paid by the Mortgage Loans and executes and delivers to the Depositor and successor Servicer or the Trustee an agreement accepting such delegation and assignment(in which case the successor Servicer or the Trustee, that contains an assumption by such Person as applicable, shall be entitled to reimbursement therefor from the assets of the rights, powers, duties, responsibilities, obligations and liabilities of the Subservicer Trust Fund). (other than liabilities of the Subservicer under Section 6.03 hereof incurred prior to termination of the Subservicer under Section 7.01), with like effect as if originally named as a party to this Agreement; and provided further that each Rating Agency acknowledges that its rating of the Certificates in effect immediately prior to such assignment and delegation will not be qualified or reduced as a result of such assignment and delegation. 2) No appointment of a successor to the Subservicer hereunder Servicer under this Agreement shall be effective until the Trustee shall have consented thereto, and written notice of such proposed appointment shall have been provided assumption by the Trustee to each Certificateholder. The Trustee shall not resign as servicer until a successor servicer has been appointed of all of the Servicer’s responsibilities, duties and has accepted such appointment. Pending appointment of a successor to the Subservicer liabilities hereunder, the Trustee, unless the Trustee is prohibited by law from so acting, shall, subject to Section 3.04 hereof, act in such capacity as hereinabove provided. In connection with such appointment and assumptionassumption described herein, the Trustee may make such arrangements for the compensation of such successor out of payments on Mortgage Loans as it and such successor shall agree; provided, however, that no such compensation shall be in excess of that permitted the Subservicer Servicer as such hereunder. The Depositor, the Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Neither Pending appointment of a successor to the Servicer under this Agreement, the Trustee nor any other successor servicer shall be deemed to be act in default hereunder by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the failure of the Subservicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to itsuch capacity as hereinabove provided. Any successor to the Subservicer as servicer Servicer, including the Trustee, shall give notice to the Mortgagors of such change of servicer and 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 the a policy or policies that of insurance covering errors and omissions in the Subservicer performance of its obligations as Servicer hereunder and a fidelity bond in respect of its officers, employees and agents to the same extent as the Servicer is so required to maintain pursuant to Section 6.05.3.14

Trustee to Act; Appointment of Successor. (a) (1) On and after the time the Subservicer Servicer receives a notice of termination pursuant to in accordance with Section 7.01 13.05 hereof, the Trustee, or such other person appointed by the Trustee shallpursuant to this paragraph, shall separately assume and become the successor in all respects to the extent provided in Section 3.04, be the successor to the Subservicer Servicer in its capacity as servicer Servicer under this Agreement and the transactions set forth or provided for herein herein, and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on and arising thereafter shall be assumed by the Subservicer Trustee (except for any representations or warranties of the Servicer under this Agreement, the responsibilities, duties and liabilities contained in Section 2.05 and the obligation to deposit amounts in respect of losses pursuant to Section 3.12) by the terms and provisions hereof and applicable including, without limitation, the Servicer’s obligations to make Advances pursuant to Section 4.03; provided, however, that if the Trustee is prohibited by law including the obligation or regulation from obligating itself to make advances regarding delinquent mortgage loans, then the Trustee shall not be obligated to make Advances pursuant to Section 4.014.03; and provided further, that any failure to perform such duties or responsibilities caused by the Servicer’s failure to provide information required by Section 7.01 shall not be considered a default by the Trustee as successor to the Servicer hereunder. As compensation therefor, the Trustee shall be entitled to the Servicing Fee and all fees, costs and expenses funds relating to the Mortgage Loans that to which the Subservicer Servicer would have been entitled to if the Subservicer it had continued to act hereunder. Notwithstanding the foregoing, if the Trustee has become the successor above and subject to the Subservicer in accordance with Section 7.01 hereof7.02(a)(2) below, the Trustee may, if it shall be unwilling to so act, or shall, if it is prohibited by applicable law from making Advances pursuant unable to Section 4.01 hereof so act or if it is otherwise unable prohibited by law from making advances regarding delinquent mortgage loans or if the Holders of Certificates entitled to at least 66% of the Voting Rights so act, appoint, request in writing to the Trustee promptly appoint or petition a court of competent jurisdiction to appoint, any established a ▇▇▇▇▇▇ ▇▇▇ or ▇▇▇▇▇▇▇ Mac approved mortgage loan servicing institution acceptable to each Rating Agency without qualification, withdrawal or downgrading of the appointment of which does not adversely affect the ratings then current rating assigned to any of the Certificates by each Rating Agency and having a net worth of not less than $10,000,000, as the successor to the Subservicer hereunder Servicer under this Agreement in the assumption of all or any part of the responsibilities, duties or liabilities of the Subservicer hereunderServicer under this Agreement. Any successor Subservicer All Servicing Transfer Costs shall be an institution that is a FNMA and FHLMC approved seller/servicer in good standingpaid by the predecessor Servicer upon presentation of reasonable documentation of such costs (provided, that has a net worth if the Trustee is the predecessor Servicer by reason of at least $15,000,000this Section 7.02, such costs shall be paid by the Servicer preceding the Trustee as successor servicer), and that is willing if such predecessor or initial Servicer, as applicable, defaults in its obligation to service pay such costs, such costs shall be paid by the Mortgage Loans and executes and delivers to the Depositor and successor Servicer or the Trustee an agreement accepting such delegation and assignment, that contains an assumption by such Person of (in which case the rights, powers, duties, responsibilities, obligations and liabilities of the Subservicer (other than liabilities of the Subservicer under Section 6.03 hereof incurred prior to termination of the Subservicer under Section 7.01), with like effect as if originally named as a party to this Agreement; and provided further that each Rating Agency acknowledges that its rating of the Certificates in effect immediately prior to such assignment and delegation will not be qualified successor Servicer or reduced as a result of such assignment and delegation. No appointment of a successor to the Subservicer 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 resign as servicer until a successor servicer has been appointed and has accepted such appointment. Pending appointment of a successor to the Subservicer hereunder, the Trustee, unless the Trustee is prohibited by law from so actingas applicable, shall, subject to Section 3.04 hereof, act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on Mortgage Loans as it and such successor shall agree; provided, however, that no such compensation shall be in excess of that permitted entitled to reimbursement therefor from the Subservicer 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 or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the failure assets of the Subservicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. Any successor to the Subservicer as servicer shall give notice to 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 Subservicer is required to maintain pursuant to Section 6.05Trust Fund).

Trustee to Act; Appointment of Successor. On and after the time the Subservicer Master Servicer receives a notice of termination pursuant to Section 7.01 hereof, the Trustee shall, to the extent provided in Section 3.04, be the successor to the Subservicer 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 Subservicer Master Servicer by the terms and provisions hereof and applicable law including the obligation to make advances pursuant to Section 4.01. As compensation therefor, the Trustee shall be entitled to all fees, costs and expenses relating to the Mortgage Loans that the Subservicer Master Servicer would have been entitled to if the Subservicer Master Servicer had continued to act hereunder. Notwithstanding the foregoing, if the Trustee has become the successor to the Subservicer Master Servicer in accordance with Section 7.01 hereof, the Trustee may, if it shall be unwilling to so act, or shall, if it is prohibited by applicable law from making Advances pursuant to Section 4.01 hereof or if it is otherwise unable to so act, appoint(i) appoint any established mortgage loan servicing institution reasonably acceptable to the NIM Insurer (as evidenced by the prior written consent of the NIM Insurer), or (ii) if it is unable for 60 days to appoint a successor servicer reasonably acceptable to the NIM Insurer, petition a court of competent jurisdiction to appoint, appoint any established mortgage loan servicing institution institution, the appointment of which does not adversely affect the then then-current rating of the Certificates and the NIM Insurer guaranteed notes (without giving any effect to any policy or guaranty provided by the NIM Insurer) by each Rating Agency as the successor to the Subservicer Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Subservicer Master Servicer hereunder. Any successor Subservicer Master Servicer shall be an institution that is a FNMA Fannie Mae and FHLMC Freddie Mac approved seller/servicer in good standing, ▇▇▇▇ has been ▇▇▇▇▇▇ed by each Mortgage Insurer if required, that has a net worth of at least $15,000,000, 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 Subservicer Master Servicer (other than liabilities and indemnities of the Subservicer Master Servicer under Section 6.03 hereof incurred prior to termination of the Subservicer Master Servicer under Section 7.01), with like effect as if originally named as a party to this Agreement; and provided further that each Rating Agency acknowledges that its rating of the Certificates in effect immediately prior to such assignment and delegation will not be qualified or reduced as a result of such assignment and delegation. No appointment of a successor to the Subservicer Master Servicer hereunder shall be effective until (i) the Trustee shall have consented thereto, and (ii) written notice of such proposed appointment shall have been provided by the Trustee to each CertificateholderCertificateholder and (iii) at least 15 calendar days prior to the effective date of such appointment, (x) the Trustee shall provide written notice to the Depositor of such 141 successor pursuant to this Section 7.02 and (y) such successor Master Servicer shall provide to the Depositor in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a replacement master servicer. The Trustee shall not resign as servicer until a successor servicer has been appointed and has accepted such appointment. Pending appointment of a successor to the Subservicer Master Servicer hereunder, the Trustee, unless the Trustee is prohibited by law from so acting, shall, subject to Section 3.04 hereof, act in such capacity as hereinabove herein above provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on Mortgage Loans as it and such successor shall agree; provided, however, provided that no such compensation shall be in excess of that permitted the Subservicer Master Servicer hereunder. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Neither the Trustee nor any other successor servicer shall be deemed to be in default hereunder by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the failure of the Subservicer Master Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. Any successor to the Subservicer 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 Subservicer 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 member of MERS in good standing and shall agree to comply in all material respects with the rules and procedures of MERS in connection with the servicing of the Mortgage Loans that are registered with MERS, or (ii) the predecessor Master Servicer shall cooperate with the successor Master Servicer in causing MERS to execute and deliver an assignment of Mortgage in recordable form to transfer the Mortgage from MERS to the Trustee and to execute and deliver such other notices, documents and other instruments as may be necessary or desirable to effect a transfer of such Mortgage Loan or servicing of such Mortgage Loan on the MERS(R) System to the successor Master Servicer. The predecessor Master Servicer shall file or cause to be filed any such assignment in the appropriate recording office. The successor Master Servicer shall cause such assignment to be delivered to the Trustee promptly upon receipt of the original with evidence of recording thereon or a copy certified by the public recording office in which such assignment was recorded.

Trustee to Act; Appointment of Successor. On and after the time the Subservicer Servicer receives a notice of termination pursuant to Section 7.01 hereof7.01, the Trustee shall, subject to and to the extent provided in Section 3.043.06, be the successor to the Subservicer such Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall immediately assume all of the obligations of such Servicer to make P&I Advances and Servicing Advances and shall assume and be subject to all the other responsibilities, duties and liabilities relating thereto placed on the Subservicer Servicer by the terms and provisions hereof and applicable law including as soon as practicable but in no event later than 90 days after the obligation to make advances receipt by the Servicer of the notice of termination pursuant to Section 4.017.01. As compensation therefor, the Trustee shall be entitled to all fees, costs and expenses funds relating to the Mortgage Loans that the Subservicer Servicer would have been entitled to charge to the Collection Account if the Subservicer Servicer had continued to act hereunderhereunder including, if the Servicer was receiving the Servicing Fee, the Servicing Fee and the income on investments or gain related to the Collection Account (in addition to income on investments or gain related to the Distribution Account for the benefit of the Trustee). Notwithstanding the foregoing, if the Trustee has become the successor to the Subservicer Servicer in accordance with this Section 7.01 hereof7.02, the Trustee may, if it shall be unwilling to so act, or shall, if it is prohibited by applicable law from making P&I Advances and Servicing Advances pursuant to Section 4.01 hereof or if it is otherwise unable to so act, or, at the written request of Certificateholders entitled to a majority of the Voting Rights, appoint, or petition a court of competent jurisdiction to appoint, any established mortgage loan servicing institution the appointment of which does not adversely affect the then current rating of the Certificates by each Rating Agency Agency, as the successor to the Subservicer Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Subservicer Servicer hereunder. No such appointment of a successor to the Servicer hereunder shall be effective until the Depositor shall have consented thereto. Any successor Subservicer to the Servicer shall be an institution that which is a FNMA Fannie Mae- and FHLMC Freddie Mac-approved seller/servicer in good ▇▇▇▇▇r/▇▇rvicer ▇▇ ▇▇▇d standing, that which has a net worth of at least $15,000,00030,000,000, and that which is willing to service the Mortgage Loans and which executes and delivers to the Depositor and the Trustee an agreement accepting such delegation and assignment, that contains containing an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of the Subservicer terminated Servicer (other than liabilities of the Subservicer terminated Servicer under Section 6.03 hereof incurred prior to termination of the Subservicer such Servicer under Section 7.01), with like effect as if originally named as a party to this Agreement; and provided further provided, that each Rating Agency acknowledges that its rating of the Certificates in effect immediately prior to such assignment and delegation will not be qualified or reduced reduced, as a result of such assignment and delegation. No appointment of a successor to the Subservicer 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 resign as servicer until a successor servicer has been appointed and has accepted such appointment. Pending appointment of a successor to the Subservicer Servicer hereunder, the Trustee, unless the Trustee is prohibited by law from so acting, shall, subject to Section 3.04 hereof3.05, act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on Mortgage Loans as it it, the Depositor and such successor shall agree; provided, however, that no such compensation shall be in excess of that permitted the Subservicer hereunderServicing Fee Rate and amounts paid to the predecessor Servicer from investments. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Neither the Trustee nor any other successor servicer Servicer shall be deemed to be in default hereunder by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the failure of the Subservicer predecessor Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. Any successor to the Subservicer as servicer shall give notice to 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 Subservicer is required to maintain pursuant to Section 6.05.

Trustee to Act; Appointment of Successor. On and after the time the Subservicer Servicer receives a notice of termination pursuant to Section 7.01 hereof, the Trustee shall, to the extent provided in Section 3.04, be the successor to the Subservicer 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 Subservicer Servicer by the terms and provisions hereof and applicable law including the obligation to make advances pursuant to Section 4.01. As compensation therefor, subject to the last paragraph of Section 7.01, the Trustee shall be entitled to all fees, compensation and reimbursement for costs and expenses relating to the Mortgage Loans that the Subservicer Servicer would have been entitled to hereunder if the Subservicer Servicer had continued to act hereunder. Notwithstanding the foregoing, if the Trustee has become the successor to the Subservicer Servicer in accordance with Section 7.01 hereof, the Trustee may, if it shall be unwilling to so act, or shall, if it is prohibited by applicable law from making Advances pursuant to Section 4.01 hereof or if it is otherwise unable to so act, appoint, or petition a court of competent jurisdiction to appoint, any established mortgage loan servicing institution provided the appointment of which such successor does not adversely affect the then current rating of the Certificates by each Rating Agency as the successor to the Subservicer Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Subservicer Servicer hereunder. Any successor Subservicer Servicer shall be an institution that is a FNMA ▇▇▇▇▇▇ ▇▇▇ and FHLMC ▇▇▇▇▇▇▇ Mac approved seller/servicer in 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 Subservicer Servicer (other than liabilities of the Subservicer Servicer under Section 6.03 hereof incurred prior to termination of the Subservicer Servicer under Section 7.01), with like effect as if originally named as a party to this Agreement; and provided further that each Rating Agency acknowledges that its rating of the Certificates in effect immediately prior to such assignment and delegation will not be qualified or reduced as a result of such assignment and delegation. No appointment of a successor to the Subservicer Servicer hereunder shall be effective until the Trustee shall have consented thereto, thereto and written notice of such proposed appointment shall have been provided by the Trustee to each Certificateholder. The Trustee shall not resign as servicer until a successor servicer has been appointed and has accepted such appointment. Pending appointment of a successor to the Subservicer Servicer hereunder, the Trustee, unless the Trustee is prohibited by law from so acting, shall, subject to Section 3.04 hereof, act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on Mortgage Loans as it and such successor shall agree; provided, however, that no such compensation shall be in excess of that permitted the Subservicer 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 or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the failure of the Subservicer Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. Any successor to the Subservicer Servicer as servicer shall give notice to 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 Subservicer Servicer is required to maintain pursuant to Section 6.05.

Trustee to Act; Appointment of Successor. (1) On and after the time the Subservicer a defaulting Servicer receives a notice of termination pursuant to Section 7.01 hereoftermination, the Trustee shall, to the extent provided in Section 3.04, shall be the successor in all respects to the Subservicer such Servicer in its capacity as servicer a Servicer under this Agreement and the transactions set forth or provided for herein herein, and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on and arising thereafter shall be assumed by the Subservicer Trustee (except for any representations or warranties of such Servicer under this Agreement, the responsibilities, duties and liabilities contained in Section 2.05 and the obligation to deposit amounts in respect of losses pursuant to Section 3.12) by the terms and provisions hereof and applicable including, without limitation, such Servicer's obligations to make P&I Advances pursuant to Section 4.03; provided, however, that if the Trustee is prohibited by law including the obligation or regulation from obligating itself to make advances regarding delinquent mortgage loans, then the Trustee shall not be obligated to make P&I Advances pursuant to Section 4.014.03; and provided further, that any failure to perform such duties or responsibilities caused by the defaulting Servicer's failure to provide information required by Section 7.01 shall not be considered a default by the Trustee as successor to such Servicer hereunder. As compensation therefor, the Trustee shall be entitled to the Servicing Fee and all fees, costs and expenses funds relating to the Mortgage Loans that to which the Subservicer defaulting Servicer would have been entitled to if the Subservicer it had continued to act hereunder. Notwithstanding the foregoing, if the Trustee has become the successor above and subject to the Subservicer in accordance with Section 7.01 hereof7.02(a)(2) below, the Trustee may, if it shall be unwilling to so act, or shall, if it is prohibited by applicable law from making Advances pursuant unable to Section 4.01 hereof so act or if it is otherwise unable prohibited by law from making advances regarding delinquent mortgage loans or if the Controlling Person or the Holders of Certificates entitled to at least 51% of the Voting Rights so actrequest in writing to the Trustee, appoint, promptly appoint or petition a court of competent jurisdiction to appoint, any an established mortgage loan servicing institution the appointment of which does not adversely affect the then current rating of the Certificates by acceptable to each Rating Agency and having a net worth of not less than $15,000,000 and reasonably acceptable to the Controlling Person (as provided in Section 1.03), as the successor to the Subservicer hereunder defaulting Servicer under this Agreement in the assumption of all or any part of the responsibilities, duties or liabilities of the Subservicer hereundersuch Servicer under this Agreement. Any The Trustee or other successor Subservicer Servicer shall be an institution that entitled to be reimbursed by the defaulting Servicer (or by the Trust Fund if the defaulting Servicer is a FNMA unable to fulfill its obligations hereunder) for all reasonable out-of-pocket costs (such expenses of the Trustee to be documented by the Trustee to the extent possible) associated with the transfer of servicing from the predecessor Servicer, including without limitation, any such costs or expenses associated with the complete transfer of all servicing data and FHLMC approved seller/servicer the completion, correction or manipulation of such servicing data as may be required by the Trustee to correct any errors or insufficiencies in good standing, that has a net worth of at least $15,000,000, and that is willing the servicing data or otherwise to enable the Trustee to service the Mortgage Loans properly 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 Subservicer effectively. (other than liabilities of the Subservicer under Section 6.03 hereof incurred prior to termination of the Subservicer under Section 7.01), with like effect as if originally named as a party to this Agreement; and provided further that each Rating Agency acknowledges that its rating of the Certificates in effect immediately prior to such assignment and delegation will not be qualified or reduced as a result of such assignment and delegation. 2) No appointment of a successor to the Subservicer hereunder defaulting Servicer under this Agreement shall be effective until the Trustee shall have consented thereto, and written notice assumption by the successor of all of such proposed appointment shall have been provided by the Trustee to each Certificateholder. The Trustee shall not resign as servicer until a successor servicer has been appointed Servicer's responsibilities, duties and has accepted such appointment. Pending appointment of a successor to the Subservicer liabilities hereunder, the Trustee, unless the Trustee is prohibited by law from so acting, shall, subject to Section 3.04 hereof, act in such capacity as hereinabove provided. In connection with such appointment and assumptionassumption described herein, the Trustee may make such arrangements for the compensation of such successor out of payments on Mortgage Loans as it and such successor shall agree; provided, however, that no such compensation shall be in excess of that permitted the Subservicer defaulting Servicer as such hereunder. The Depositor, the Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Neither the Trustee nor any other successor servicer shall be deemed to be in default hereunder by reason Pending appointment 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 Subservicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. Any a successor to the Subservicer defaulting Servicer under this Agreement, the Trustee shall act in such capacity as servicer shall give notice to 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 Subservicer is required to maintain pursuant to Section 6.05hereinabove provided.

Trustee to Act; Appointment of Successor. On and after the time the Subservicer Servicer receives a notice of termination pursuant to Section 7.01 hereofof this Agreement or the resignation of the Servicer pursuant to Section 6.04, the Trustee shall, subject to and to the extent provided in Section 3.04herein and subject to the written approval of the Pool Insurer, be the successor to the Subservicer 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 Subservicer Servicer by the terms and provisions hereof and applicable law including the obligation to make advances Advances pursuant to Section 4.01. As compensation therefor, the Trustee shall be entitled to all fees, costs and expenses funds relating to the related Mortgage Loans that the Subservicer Servicer would have been entitled to if charge to the Subservicer had continued Collection Account, provided that the terminated Servicer shall nonetheless be entitled to act hereunderpayment or reimbursement as provided in Section 3.08 to the extent that such payment or reimbursement relates to the period prior to termination of the Servicer. Notwithstanding the foregoing, if the Trustee has become the successor to the Subservicer Servicer in accordance with Section 7.01 hereof7.01, the Trustee may, if it shall be unwilling to so act, or shall, if it is prohibited by applicable law from making Advances pursuant to Section 4.01 hereof hereof, or if it is otherwise unable to so act, appoint, or petition a court of competent jurisdiction to appoint, any established mortgage loan servicing institution the appointment of which does not adversely affect the then current rating of the Certificates by each Rating Agency (such acknowledgment to be determined without regard to the Certificate Insurance Policy), as the successor to the Subservicer Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Subservicer Servicer hereunder. Any successor Subservicer to the Servicer shall be an institution that which is a FNMA and or FHLMC approved seller/servicer for first and second loans in good standing, that which has a net worth of at least $15,000,000, and that which is willing to service the related Mortgage Loans Loans, which is approved in writing by the Pool Insurer and which executes and delivers to the Depositor and the Trustee an agreement accepting such delegation and assignment, that contains containing an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of the Subservicer Servicer (other than liabilities of the Subservicer Servicer under Section 6.03 hereof incurred prior to termination of the Subservicer Servicer under Section 7.017.01 hereunder), with like effect as if originally named as a party to this Agreement; and provided further PROVIDED that each Rating Agency acknowledges that its rating of the Certificates in effect immediately prior to such assignment and delegation will not be qualified qualified, withdrawn or reduced downgraded as a result of such assignment and delegation. No appointment of a successor delegation (without regard to the Subservicer 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 resign as servicer until a successor servicer has been appointed and has accepted such appointmentCertificate Insurance Policy). Pending appointment of a successor to the Subservicer Servicer hereunder, the Trustee, unless the Trustee is prohibited by law from so acting, shall, subject to Section 3.04 hereofthe limitations described herein, act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on the related Mortgage Loans as it and such successor shall agree; providedPROVIDED, howeverHOWEVER, that no such compensation shall be in excess of that permitted the Subservicer hereunderServicing Fee. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Neither the Trustee nor any other successor servicer shall be deemed to be in default hereunder by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the failure of the Subservicer Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. In connection with the termination or resignation of any Servicer hereunder, either (i) the successor Servicer, including the Trustee if the Trustee is acting as successor Servicer, shall represent and warrant that it is a member of MERS in good standing and shall agree to comply in all material respects with the rules and procedures of MERS in connection with the servicing of the Mortgage Loans that are registered with MERS, 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, or (ii) the 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. 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. Any successor to the Subservicer as servicer Servicer shall give notice to the Mortgagors of such change of servicer and shall, during the term of its service as servicer servicer, maintain in force the policy or policies that the Subservicer Servicer is required to maintain pursuant to Section 6.05this Agreement.

Trustee to Act; Appointment of Successor. On and after the time the Subservicer a Servicer receives a notice of termination pursuant to Section 7.01 hereofof this Agreement, the Trustee shallor a successor servicer appointed pursuant to Section 7.01, subject to and to the extent provided in Section 3.04herein, either shall be the successor to the Subservicer 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 Subservicer such Servicer by the terms and provisions hereof and applicable law including the obligation to make advances Advances pursuant to Section 4.01. As compensation therefor, the Trustee successor servicer shall be entitled to all fees, costs and expenses funds relating to the related Mortgage Loans that the Subservicer terminated Servicer would have been entitled to if charge to a Collection Account, provided that the Subservicer had continued terminated Servicer shall nonetheless be entitled to act hereunderpayment or reimbursement as provided in Section 3.09(a) to the extent that such payment or reimbursement relates to the period prior to the completion of the transfer of servicing to a successor servicer. Notwithstanding the foregoing, if the Trustee has become the successor to the Subservicer terminated Servicer in accordance with Section 7.01 hereof7.01, the Trustee may, if it shall be unwilling to so act, or shall, if it is prohibited by applicable law from making Advances pursuant to Section 4.01 hereof hereof, or if it is otherwise unable to so act, appoint, or petition a court of competent jurisdiction to appoint, any established mortgage loan servicing institution the appointment of which does not adversely affect the then current rating of the Certificates by each Rating Agency Agency, as the successor to the Subservicer terminated Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Subservicer such Servicer hereunder. Any successor Subservicer to a Servicer shall be an institution that which is a FNMA and or FHLMC approved seller/servicer in good standing, that which has a net worth of at least $15,000,00010,000,000, and that 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, that contains containing an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of the Subservicer such Servicer (other than liabilities of the Subservicer that Servicer under Section 6.03 hereof incurred prior to termination of the Subservicer a Servicer under Section 7.017.01 hereunder), with like effect as if originally named as a party to this Agreement; and provided further that each Rating Agency acknowledges that its rating of the Certificates in effect immediately prior to such assignment and delegation will not be qualified or reduced as a result of such assignment and delegation. No appointment of a Any successor to the Subservicer hereunder servicer appointed by DLJMC shall be effective until the Trustee shall have consented thereto, and written notice rated as a servicer of such proposed appointment shall have been provided subprime mortgage loans as “average” (or its equivalent) or better by the Trustee to each Certificateholder. The Trustee shall not resign as Rating Agency that maintains a servicer until a successor servicer has been appointed and has accepted such appointmentrating system. Pending appointment of a successor to the Subservicer a Servicer hereunder, the Trustee, Trustee or other successor servicer unless the Trustee such entity is prohibited by law from so acting, shall, subject to Section 3.04 hereofthe limitations described herein, act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on the related Mortgage Loans 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 permitted the Subservicer hereundercompensation of any successor to WFBNA or Ocwen is calculated using a rate exceeding the then-current rate used to calculate the WFBNA Servicing Fee Rate or the Ocwen Servicing Fee Rate (as defined in the Ocwen Letter Agreement), each Holder of a Class A-IO-S Certificate hereby agrees to a decrease in the Excess Servicing Fee Rate in an amount equal to such excess. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Neither the Trustee nor any other successor servicer shall be deemed to be in default hereunder by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the failure of the Subservicer terminated Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. Any successor to the Subservicer as servicer a Servicer shall give notice to the Mortgagors of such change of servicer and servicer. Any successor to a Servicer shall, during the term of its service as servicer a Servicer maintain in force the policy or policies of the type that the Subservicer such Servicer is required to maintain pursuant to Section 6.05this Agreement. In connection with the termination or resignation of a Servicer hereunder, either (i) the successor Servicer, including the Trustee if the Trustee is acting as successor Servicer, shall represent and warrant that it is a member of MERS in good standing and shall agree to comply in all material respects with the rules and procedures of MERS in connection with the servicing of the Mortgage Loans that are registered with MERS, or (ii) the predecessor Servicer, at its sole expense, shall cooperate with the successor Servicer either (x) in causing MERS to execute and deliver an Assignment of Mortgage in recordable form to transfer the Mortgage from MERS to the Trustee and to execute and deliver such other notices, documents and other instruments as may be necessary or desirable to effect a transfer of such Mortgage Loan or servicing of such Mortgage Loan on the MERS® System to the successor Servicer or (y) in causing MERS to designate on the MERS® System the successor Servicer as the servicer of such Mortgage Loan (at the cost and expense of the successor Servicer to the extent such costs relate to the qualification of such successor Servicer as a member of MERS, otherwise at the cost and expense of the predecessor Servicer). The predecessor Servicer shall file or cause to be filed any such assignment in the appropriate recording office. The successor Servicer shall cause such assignment to be delivered to the Trustee promptly upon receipt of the original with evidence of recording thereon or a copy certified by the public recording office in which such assignment was recorded.

Trustee to Act; Appointment of Successor. On and after the time the Subservicer Servicer receives a notice of termination pursuant to Section 7.01 hereof, the Trustee shall, to the extent provided in Section 3.04, be the successor to the Subservicer 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 Subservicer Servicer by the terms and provisions hereof and applicable law including the obligation to make advances pursuant to Section 4.01. As compensation therefor, subject to the last paragraph of Section 7.01, the Trustee shall be entitled to all fees, compensation and reimbursement for costs and expenses relating to the Mortgage Loans that the Subservicer Servicer would have been entitled to hereunder if the Subservicer Servicer had continued to act hereunder. Notwithstanding the foregoing, if the Trustee has become the successor to the Subservicer Servicer in accordance with Section 7.01 hereof, the Trustee may, if it shall be unwilling to so act, or shall, if it is prohibited by applicable law from making Advances pursuant to Section 4.01 hereof or if it is otherwise unable to so act, appoint, or petition a court of competent jurisdiction to appoint, any established mortgage loan servicing institution the appointment of which does not adversely affect the then current rating of the Certificates by each Rating Agency as the successor to the Subservicer Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Subservicer Servicer hereunder. Any successor Subservicer Servicer shall be an institution that is a FNMA ▇▇▇▇▇▇ ▇▇▇ and FHLMC ▇▇▇▇▇▇▇ Mac approved seller/servicer in 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 Subservicer Servicer (other than liabilities of the Subservicer Servicer under Section 6.03 hereof incurred prior to termination of the Subservicer Servicer under Section 7.01), with like effect as if originally named as a party to this Agreement; and provided further that each Rating Agency acknowledges that its rating of the Certificates in effect immediately prior to such assignment and delegation will not be qualified or reduced as a result of such assignment and 112 delegation. No appointment of a successor to the Subservicer Servicer hereunder shall be effective until the Trustee shall have consented thereto, thereto and written notice of such proposed appointment shall have been provided by the Trustee to each Certificateholder. The Trustee shall not resign as servicer until a successor servicer has been appointed and has accepted such appointment. Pending appointment of a successor to the Subservicer Servicer hereunder, the Trustee, unless the Trustee is prohibited by law from so acting, shall, subject to Section 3.04 hereof, act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on Mortgage Loans as it and such successor shall agree; provided, however, that no such compensation shall be in excess of that permitted the Subservicer 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 or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the failure of the Subservicer Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. Any successor to the Subservicer Servicer as servicer shall give notice to 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 Subservicer Servicer is required to maintain pursuant to Section 6.05.

Trustee to Act; Appointment of Successor. On and after the time the Subservicer a Servicer receives a notice of termination pursuant to Section 7.01 hereof3.24 or Section 7.01, the Trustee shall, subject to and to the extent provided in Section 3.043.05, be the successor to the Subservicer 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 Subservicer such Servicer by the terms and provisions hereof and applicable law including the obligation to make advances P&I Advances and Servicing Advances, pursuant to Section 4.013.24 or Section 7.01. It is understood and acknowledged by the parties hereto that there will be a period of transition before the transfer of servicing obligations is fully effective. Notwithstanding the foregoing, the Trustee will have a period (not to exceed 90 days) to complete the transfer of all servicing data and correct or manipulate such servicing data as may be required by the Trustee to correct any errors or insufficiencies in the servicing data or otherwise enable the Trustee to service the Mortgage Loans in accordance with Accepted Servicing Practices. As compensation therefor, the Trustee shall be entitled to all fees, costs and expenses funds relating to the Mortgage Loans that the Subservicer such Servicer would have been entitled to charge to its Collection Account if the Subservicer such Servicer had continued to act hereunderhereunder including, if such Servicer was receiving the Servicing Fee, the Servicing Fee and the income on investments or gain related to its Collection Account which such Servicer would be entitled to receive. Notwithstanding the foregoing, if the Trustee has become the successor to the Subservicer such Servicer in accordance with Section 7.01 hereof7.01, the Trustee may, if it shall be unwilling to so act, or shall, if it is prohibited by applicable law from making P&I Advances and Servicing Advances pursuant to Section 4.01 hereof or 4.01, if it is otherwise unable to so actact or at the written request of Certificateholders entitled to at least a majority of the Voting Rights, appoint, or petition a court of competent jurisdiction to appoint, any established mortgage loan servicing institution the appointment of which does not adversely affect the then current rating of the Certificates by each Rating Agency Agency, as the successor to the Subservicer such Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Subservicer such Servicer hereunder. Any successor Subservicer to such Servicer shall make the covenant set forth in Section 6.02(b). Any successor to such Servicer shall be an institution that is a FNMA and FHLMC approved seller/servicer in good standing, that has a net worth of at least $15,000,000, and that which is willing to service the Mortgage Loans and which executes and delivers to the Depositor and the Trustee an agreement accepting such delegation and assignment, that contains containing an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of the Subservicer such terminated Servicer (other than liabilities of the Subservicer such terminated Servicer under Section 6.03 hereof incurred prior to termination of the Subservicer Servicer under Section 7.01), with like effect as if originally named as a party to this Agreement; and provided further provided, that each Rating Agency acknowledges that its rating of the Certificates in effect immediately prior to such assignment and delegation will not be qualified or reduced reduced, as a result of such assignment and delegation. No appointment of a successor to the Subservicer 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 resign as servicer until a successor servicer has been appointed and has accepted such appointment. Pending appointment of a successor to the Subservicer Servicer hereunder, the Trustee, unless the Trustee is prohibited by law from so acting, shall, subject to Section 3.04 hereof3.05, act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on Mortgage Loans as it and such successor shall agree; provided, however, that no such compensation shall be in excess of that permitted the Subservicer hereunderServicing Fee Rate and amounts paid to the predecessor Servicer from investments. The Trustee and such successor Servicer 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 Servicer shall be deemed to be in default hereunder by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the failure of the Subservicer predecessor Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. In the event that a Servicer is terminated pursuant to Section 7.01, such terminated Servicer shall be responsible for the servicing transfer, provide notices to the Mortgagors, arrange for and transfer the Servicing Files to a successor Servicer and pay all of its own out-of-pocket costs and expenses at its own expense. In addition, in the event that a Servicer is terminated pursuant to Section 7.01, such terminated Servicer shall pay all reasonable out-of-pocket costs and expenses of a servicing transfer incurred by parties other than the terminated Servicer promptly upon presentation of reasonable documentation of such costs. If the Trustee is the terminated Servicer (except in the case where the Trustee in its role as successor Servicer is being terminated pursuant to Section 7.01 by reason of an Event of Default caused solely by the Trustee as the successor Servicer and not by the predecessor Servicer's actions or omissions), such costs shall be paid by the prior terminated Servicer promptly upon presentation of reasonable documentation of such costs. If a terminated Servicer defaults in its obligation to pay such costs and expenses, the same shall be paid by the successor Servicer or the Trustee, in which case the successor Servicer or the Trustee, as applicable, shall be entitled to reimbursement therefor from the Trust Fund. Any successor to the Subservicer a Servicer as servicer shall give notice to the Mortgagors of such change of servicer and shall, during the term of its service as servicer servicer, maintain in force the policy or policies that the Subservicer each Servicer is required to maintain pursuant to Section 6.053.13.

Trustee to Act; Appointment of Successor. On and after (a) Within 90 days of the time the Subservicer Servicer resigns pursuant to Section 6.04 or receives a notice of termination pursuant to Section 7.01 hereof7.01, the Trustee shall, to or a successor Servicer appointed by the extent provided in Section 3.04, Trustee hereunder shall be the successor in all respects to the Subservicer Servicer in its capacity as servicer Servicer under this Agreement and the transactions set forth or provided for herein and shall be subject thereafter to all the responsibilities, duties duties, liabilities and limitations on liabilities relating thereto placed on the Subservicer Servicer, including the obligation to make Advances which have been or will be required to be made, but excluding the representations of the Servicer contained in Section 2.03, by the terms and provisions hereof hereof; provided that any failure to perform such duties or responsibilities caused by the predecessor Servicer's failure to provide information required by Section 4.02 or 4.03 shall not be considered a default by the Trustee as successor Servicer hereunder; and applicable law including provided further that the Trustee shall have no obligation whatsoever with respect to make advances any liability (other than Advances deemed recoverable and not previously made) incurred by the predecessor Servicer at or prior to the time of receipt by such Servicer of the notice of termination pursuant to Section 4.017.01 or receipt by the Trustee of the Opinion of Counsel referred to in Section 6.04. As compensation therefor, the Trustee shall be entitled to the Servicing Fee and all fees, costs and expenses funds relating to the Mortgage Loans that which the Subservicer Servicer would have been entitled to charge to the Custodial Account if the Subservicer Servicer had continued to act hereunder, except for amounts that the Servicer shall be entitled to receive pursuant to Section 7.01. Notwithstanding the foregoing, if If the Trustee has become the successor to the Subservicer Servicer in accordance with Section 7.01 hereof6.04 or this Section 7.02, then notwithstanding the above, if the Trustee may, if it shall be unwilling to so act, or shall, if it is prohibited by applicable law from making Advances pursuant to Section 4.01 hereof or if it is otherwise shall be unable to so act, the Trustee may appoint, or petition a court of competent jurisdiction to appoint, any established housing and home finance institution, which is also a Fannie Mae or Freddie Mac-approved mortgage loan servicing institution the appointment of which does not adversely affect the then current rating of the Certificates by each Rating Agency institution, having a n▇▇ ▇▇▇t▇ ▇f no▇ ▇▇▇▇ than $9,500,000 as the successor to the Subservicer Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Subservicer Servicer hereunder. Any successor Subservicer shall be an institution that is a FNMA and FHLMC approved seller/servicer in 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 Subservicer (other than liabilities of the Subservicer under Section 6.03 hereof incurred prior to termination of the Subservicer under Section 7.01), with like effect as if originally named as a party to this Agreement; and provided further that each Rating Agency acknowledges that its rating of the Certificates in effect immediately prior to such assignment and delegation will not be qualified or reduced as a result of such assignment and delegation. No appointment of a successor to the Subservicer 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 resign as servicer until a successor servicer has been appointed and has accepted such appointment. Pending appointment of a successor to the Subservicer Servicer hereunder, the Trustee, unless the Trustee is prohibited by law from so acting, shall, subject to Section 3.04 hereof, shall act in such capacity as hereinabove herein above provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on Mortgage Loans as it and such successor shall agree; provided, however, that no such compensation shall be in excess of that permitted the Subservicer Servicer hereunder. The Each of the Seller, the Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Neither If 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 or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by becomes the failure of the Subservicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. Any successor to the Subservicer as servicer Servicer hereunder, the Trustee shall give notice be entitled to be reimbursed by the Servicer for all costs associated with the transfer of the servicing of the Mortgage Loans to the Mortgagors Trustee, including any costs or expenses associated with the complete transfer of all servicing data and the completion, correction or manipulation of such change servicing data as may be required by the Trustee to correct any errors or insufficiencies in the servicing data or otherwise to enable the Trustee to service the Mortgage Loans in accordance with this Agreement. To the extent that any such costs and expenses of servicer the Trustee resulting from the termination of the Servicer pursuant to this Section 7.02 are not reimbursed promptly by the terminated Servicer, the Trustee shall be entitled to reimbursement of such costs and shallexpenses from the Payment Account. Any successor, during including the term of its service as servicer Trustee, to the Servicer shall maintain in force the policy or during its term as Servicer hereunder insurance policies that the Subservicer is and fidelity bonds as may be required to maintain be maintained by the Servicer pursuant to Section 6.053.12. If the Trustee shall succeed to any duties of the Servicer with respect to the Mortgage Loans as provided herein, it shall do so in a separate capacity and not in its capacity as Trustee and, accordingly, the provisions of Article VIII shall be inapplicable to the Trustee in its duties as successor Servicer in the servicing of the Mortgage Loans (although such provisions shall continue to apply to the Trustee in its capacity as trustee); the provisions of Article III, however, shall apply to the Trustee in its capacity as successor Servicer. (b) In connection with the termination or resignation of the Servicer hereunder, either (i) the successor Servicer, including the Trustee if the Trustee is acting as successor Servicer, shall represent and warrant that it is a member of MERS in good standing and shall agree to comply in all material respects with the rules and procedures of MERS in connection with the servicing of the Mortgage Loans that are registered with MERS, 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, or (ii) the 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. 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 (b). The successor Servicer shall cause such assignment to be delivered to the Trustee or the Custodian 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. (1) On and after the time the Subservicer Servicer receives a notice of termination pursuant to in accordance with Section 7.01 11.05 hereof, the Trustee shall, shall separately assume and become the successor in all respects to the extent provided in Section 3.04, be the successor to the Subservicer Servicer in its capacity as servicer Servicer under this Agreement and the transactions set forth or provided for herein herein, and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on and arising thereafter shall be assumed by the Subservicer Trustee (except for any representations or warranties of the Servicer under this Agreement, the responsibilities, duties and liabilities contained in Section 2.05 and the obligation to deposit amounts in respect of losses pursuant to Section 3.12) by the terms and provisions hereof and applicable including, without limitation, the Servicer's obligations to make Advances pursuant to Section 4.03; provided, however, that if the Trustee is prohibited by law including the obligation or regulation from obligating itself to make advances regarding delinquent mortgage loans, then the Trustee shall not be 117 obligated to make Advances pursuant to Section 4.014.03; and provided further, that any failure to perform such duties or responsibilities caused by the Servicer's failure to provide information required by Section 7.01 shall not be considered a default by the Trustee as successor to the Servicer hereunder. As compensation therefor, the Trustee shall be entitled to the Servicing Fee and all fees, costs and expenses funds relating to the Mortgage Loans that to which the Subservicer Servicer would have been entitled to if the Subservicer it had continued to act hereunder. Notwithstanding the foregoing, if the Trustee has become the successor above and subject to the Subservicer in accordance with Section 7.01 hereof7.02(a)(2) below, the Trustee may, if it shall be unwilling to so act, or shall, if it is prohibited by applicable law from making Advances pursuant unable to Section 4.01 hereof so act or if it is otherwise unable prohibited by law from making advances regarding delinquent mortgage loans or if the Holders of Certificates entitled to at least 66% of the Voting Rights so act, appoint, request in writing to the Trustee promptly appoint or petition a court of competent jurisdiction to appoint, any established a ▇▇▇▇▇▇ ▇▇▇ or ▇▇▇▇▇▇▇ Mac approved mortgage loan servicing institution acceptable to each Rating Agency without qualification, withdrawal or downgrading of the appointment of which does not adversely affect the ratings then current rating assigned to any of the Certificates by each Rating Agency and having a net worth of not less than $10,000,000, as the successor to the Subservicer hereunder Servicer under this Agreement in the assumption of all or any part of the responsibilities, duties or liabilities of the Subservicer hereunderServicer under this Agreement. Any successor Subservicer All Servicing Transfer Costs shall be an institution that is a FNMA and FHLMC approved seller/servicer in good standingpaid by the predecessor Servicer upon presentation of reasonable documentation of such costs (provided, that has a net worth if the Trustee is the predecessor Servicer by reason of at least $15,000,000this Section 7.02, such costs shall be paid by the Servicer preceding the Trustee as successor servicer), and that is willing if such predecessor or initial Servicer, as applicable, defaults in its obligation to service pay such costs, such costs shall be paid by the Mortgage Loans and executes and delivers to the Depositor and successor Servicer or the Trustee an agreement accepting such delegation and assignment(in which case the successor Servicer or the Trustee, that contains an assumption by such Person as applicable, shall be entitled to reimbursement therefor from the assets of the rights, powers, duties, responsibilities, obligations and liabilities of the Subservicer Trust Fund). (other than liabilities of the Subservicer under Section 6.03 hereof incurred prior to termination of the Subservicer under Section 7.01), with like effect as if originally named as a party to this Agreement; and provided further that each Rating Agency acknowledges that its rating of the Certificates in effect immediately prior to such assignment and delegation will not be qualified or reduced as a result of such assignment and delegation. 2) No appointment of a successor to the Subservicer hereunder Servicer under this Agreement shall be effective until the Trustee shall have consented thereto, and written notice of such proposed appointment shall have been provided assumption by the Trustee to each Certificateholder. The Trustee shall not resign as servicer until a successor servicer has been appointed of all of the Servicer's responsibilities, duties and has accepted such appointment. Pending appointment of a successor to the Subservicer liabilities hereunder, the Trustee, unless the Trustee is prohibited by law from so acting, shall, subject to Section 3.04 hereof, act in such capacity as hereinabove provided. In connection with such appointment and assumptionassumption described herein, the Trustee may make such arrangements for the compensation of such successor out of payments on Mortgage Loans as it and such successor shall agree; provided, however, that no such compensation shall be in excess of that permitted the Subservicer Servicer as such hereunder. The Depositor, the Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Neither the Trustee nor any other successor servicer shall be deemed to be in default hereunder by reason Pending appointment 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 Subservicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. Any a successor to the Subservicer Servicer under this Agreement, the Trustee shall act in such capacity as servicer shall give notice to 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 Subservicer is required to maintain pursuant to Section 6.05hereinabove provided.

Trustee to Act; Appointment of Successor. (a) On and after the time receipt by the Subservicer receives Servicer of a notice of termination Termination Notice pursuant to Section 7.01 hereof10.01, the Servicer shall continue to perform all servicing functions under this Agreement until the date specified in the Termination Notice or otherwise specified by the Trustee or until a date mutually agreed upon by the Servicer and Trustee. The Trustee shall as promptly as possible after the giving of a Termination Notice appoint an Eligible Servicer as a successor servicer (the "Successor Servicer"), and such Successor Servicer shall accept its appointment by a written assumption in a form acceptable to the Trustee. In the event that a Successor Servicer has not been appointed or has not accepted its appointment at the time when the Servicer ceases to act as Servicer, the Trustee without further action shall automatically be appointed the Successor Servicer. The Trustee may delegate any of its servicing obligations to an Affiliate or agent in accordance with Sections 3.01(b) and 8.07. Notwithstanding the foregoing, the Trustee shall, if it is legally unable or unwilling so to act, petition a court of competent jurisdiction to appoint any established institution qualifying as an Eligible Servicer as the extent provided in Section 3.04Successor Servicer hereunder. The Trustee shall give prompt notice to each Rating Agency and each Series Enhancer upon the appointment of a Successor Servicer. (b) Upon its appointment, the Successor Servicer shall be the successor in all respects to the Subservicer in its capacity as servicer Servicer with respect to servicing functions 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 Subservicer Servicer by the terms and provisions hereof hereof, and applicable law including all references in this Agreement to the obligation Servicer shall be deemed to make advances pursuant refer to Section 4.01. As compensation thereforthe Successor Servicer. (c) In connection with any Termination Notice, the Trustee will review any bids which it obtains from Eligible Servicers and shall be entitled permitted to appoint any Eligible Servicer submitting such a bid as a Successor Servicer for servicing compensation not in excess of the aggregate Servicing Fees for all fees, costs Series plus the sum of the amounts with respect to each Series and expenses relating with respect to each Distribution Date equal to any Collections of Finance Charge Receivables allocable to Investor Certificateholders of such Series which are payable to the Mortgage Loans that Holders of the Subservicer would have been entitled to if the Subservicer had continued to act hereunder. Notwithstanding the foregoing, if the Trustee has become the successor Transferor Certificates after payment of all amounts owing to the Subservicer Investor Certificateholders of such Series with respect to such Distribution Date or required to be deposited in accordance the applicable Series Accounts with Section 7.01 hereof, the Trustee may, if it shall respect to such Distribution Date and any amounts required to be unwilling paid to so act, or shall, if it is prohibited by applicable law from making Advances any Series Enhancer for such Series with respect to such Distribution Date pursuant to Section 4.01 hereof or if it is otherwise unable to so act, appoint, or petition a court the terms of competent jurisdiction to appoint, any established mortgage loan servicing institution the appointment of which does not adversely affect the then current rating of the Certificates by each Rating Agency as the successor to the Subservicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Subservicer hereunder. Any successor Subservicer shall be an institution that is a FNMA and FHLMC approved seller/servicer in 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 Subservicer (other than liabilities of the Subservicer under Section 6.03 hereof incurred prior to termination of the Subservicer under Section 7.01), with like effect as if originally named as a party to this Enhancement Agreement; and provided further that each Rating Agency acknowledges that its rating of the Certificates in effect immediately prior to such assignment and delegation will not be qualified or reduced as a result of such assignment and delegation. No appointment of a successor to the Subservicer 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 resign as servicer until a successor servicer has been appointed and has accepted such appointment. Pending appointment of a successor to the Subservicer hereunder, the Trustee, unless the Trustee is prohibited by law from so acting, shall, subject to Section 3.04 hereof, act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on Mortgage Loans as it and such successor shall agree; provided, however, that no such compensation the Holders of the Transferor Certificates shall be responsible for payment of their portion of such aggregate Servicing Fees and all other such amounts in excess of such aggregate Servicing Fees. Each holder of any of the Transferor's Certificates agrees that, if CompuCredit (or any Successor Servicer) is terminated as Servicer hereunder, the portion of the Collections in respect of Finance Charge Receivables that permitted the Subservicer hereunder. The Trustee and such successor shall take such action, consistent with Transferor is entitled to receive pursuant to this Agreement, as Agreement or any Supplement shall be necessary reduced by an amount sufficient to effectuate any such succession. Neither pay 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 or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the failure Transferor's share of the Subservicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. Any successor compensation of the Successor Servicer. (d) All authority and power granted to the Subservicer as servicer Successor Servicer under this Agreement shall give notice to automatically cease and terminate upon termination of 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 Subservicer is required to maintain Trust pursuant to Section 6.0512.01, and shall pass to and be vested in the Transferor and, without limitation, the Transferor is hereby authorized and empowered to execute and deliver, on behalf of the Successor Servicer, as attorney-in-fact or otherwise, all documents and other instruments, and to do and accomplish all other acts or things necessary or appropriate to effect the purposes of such transfer of servicing rights. The Successor Servicer agrees to cooperate with the Transferor in effecting the termination of the responsibilities and rights of the Successor Servicer to conduct servicing of the Receivables. The Successor Servicer shall transfer its electronic records relating to the Receivables to the applicable Transferor or its designee in such electronic form as it may reasonably request and shall transfer all other records, correspondence and documents to it in the manner and at such times as it shall reasonably request. To the extent that compliance with this Section shall require the Successor Servicer to disclose to CompuCredit information of any kind which the Successor Servicer deems to be confidential, CompuCredit shall be required to enter into such customary licensing and confidentiality agreements as the Successor Servicer shall deem necessary to protect its interests.