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

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

Trustee to Act; Appointment of Successor. When On and after the time the Master Servicer or the Special Servicer receives a notice of termination pursuant to Section 7.01 or the Trustee receives the resignation of the Master Servicer evidenced by an Opinion of Counsel pursuant to Section 6.047.01, the Trustee shall shall, subject to the following provisions of this Section 7.02, be the its successor in all respects to the Master Servicer in its capacity as master servicer Master Servicer or Special Servicer under this Agreement and the transactions set forth or provided for herein and and, except as provided herein, shall have the rights and powers and be subject to all the responsibilities, duties duties, limitations on liability and liabilities relating thereto and arising thereafter placed on the Master Servicer or Special Servicer by the terms and provisions hereof hereof; provided, however, that (i) the Trustee shall have no responsibilities, duties, liabilities or obligations with respect to any act or omission of the Master Servicer or Special Servicer and (ii) any failure to perform, or delay in its capacity as performing, such duties or responsibilities caused by the Terminated Party’s failure to provide, or delay in providing, records, tapes, disks, information or moneys shall not be considered a default by such successor hereunder. The Trustee, as successor Master Servicer or successor Special Servicer, shall have be indemnified to the same limitation of liability herein granted full extent provided the Master Servicer or Special Servicer, as applicable, under this Agreement prior to the Master Servicer’s or the Special Servicer’s termination. In The appointment of a successor Master Servicer or successor Special Servicer shall not affect any liability of the event that predecessor Master Servicer or Special Servicer which may have arisen prior to its termination as Master Servicer or Special Servicer. The Trustee shall not be liable for any of the Trustee is succeeding to representations, liabilities or warranties of the Master Servicer as or Special Servicer herein or in any related document or agreement, for any acts or omissions of the predecessor Master Servicer or predecessor Special Servicer or for any losses incurred in respect of any Permitted Investment by the Master Servicer, as Servicer pursuant to Section 3.07 of this Agreement nor shall the Trustee be required to purchase any Mortgage Loan or Serviced Loan Combination hereunder. As compensation therefor, the Trustee as successor Master Servicer or successor Special Servicer shall be entitled to receive monthly such portion the Servicing Fee or Special Servicing Compensation, as applicable, and all funds relating to the Mortgage Loans and Serviced Companion Loans that accrue after the date of the Trustee’s succession to which the Master Servicing FeeServicer or Special Servicer would have been entitled if the Master Servicer or Special Servicer, together with such other servicing compensation as is agreed applicable, had continued to act hereunder. In the event any Advances made by the Master Servicer and the Trustee shall at such any time be outstanding, or any amounts of interest thereon shall be accrued and unpaid, all amounts available to repay Advances and interest hereunder shall be applied entirely to the Advances made by the Trustee (and the Master Serviceraccrued and unpaid interest thereon), but until such Advances and interest shall have been repaid in no event more than 25% thereof until the date of final cessation of the Master Servicer's servicing activities hereunderfull. Notwithstanding the aboveabove and subject to Section 6.08, the Trustee may, if it shall be unwilling to so act, or shall, if it is unable to so act act, or if the Holders of Certificates entitled to obtain a qualifying bid as described belowat least 25% of the Voting Rights so request in writing to the Trustee, or if the Rating Agencies do not provide Rating Agency Confirmations with respect to the Trustee so acting, promptly appoint, or petition a court of competent jurisdiction to appoint, any housing and home finance institution, bank or established mortgage loan servicing institution having for which a net worth Rating Agency Confirmation from each Rating Agency has been obtained (at the expense of the terminated Master Servicer or Special Servicer, as applicable, or, if the expense is not less than $10,000,000 and meeting such other standards for a successor servicer as are set forth hereinso recovered, at the expense of the Trust Fund), as the successor to the Master Servicer or the Special Servicer, as applicable, hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer or Special Servicer hereunder; provided that, the applicable Directing Holder shall have the right to approve any successor Special Servicer with respect to any Serviced Loan or Serviced Loan Combination. No appointment of a successor to the Master Servicer or Special Servicer hereunder shall be effective until (i) the assumption by such successor of all the Master Servicer’s or Special Servicer’s responsibilities, duties and liabilities hereunder and (ii) in the case of the appointment of a successor Special Servicer, the Depositor and, if applicable, each related Other Depositor shall have received the written notice and information with respect to such successor Special Servicer as set forth in Section 10.02(a). Pending appointment of a successor to the Master Servicer (or the Special Servicer if the Special Servicer is also the Master Servicer) hereunder, unless the Trustee shall be prohibited by law from so acting, the Trustee shall act in such capacity as herein above provided. Pending the appointment of a successor to the Special Servicer, unless the Master Servicer is also the Special Servicer, the Master Servicer shall act in such capacity. In connection with such appointment and assumption described herein, the Trustee may make such arrangements for the compensation of such successor out of payments on Mortgage Loans and Serviced Companion Loans as it and such successor shall agree; provided, however, that until no such a compensation shall be in excess of that permitted the Terminated Party hereunder; provided, further, that if no successor master servicer is appointed to the Terminated Party can be obtained to perform the obligations of such Terminated Party hereunder, additional amounts shall be paid to such successor and has assumed such amounts in excess of that permitted the responsibilitiesTerminated Party shall be treated as Realized Losses; and provided, duties and liabilities of the Master Servicer hereunderfurther that, the Trustee shall continue as consult with any applicable Directing Holder and Consulting Party prior to the appointment of a successor to the Terminated Party with respect to any Serviced Loan or Serviced Loan Combination at a servicing compensation in excess of that permitted the Terminated Party. The Depositor, the Trustee, the Master Servicer or Special Servicer and such successor shall take such action, consistent with this Agreement, as provided aboveshall be necessary to effectuate any such succession. The If the Trustee or an Affiliate acts pursuant to this Section 7.02 as successor to the terminated Master Servicer, it may reduce the Excess Servicing Fee Rate to the extent that the Trustee’s or such Affiliate’s compensation as successor Master Servicer would otherwise be below the market rate servicing compensation. If the Trustee elects to appoint a successor to the terminated Master Servicer other than itself or an Affiliate pursuant to this Section 7.02, it may reduce the Excess Servicing Fee Rate to the extent reasonably necessary (in the sole discretion of any the Trustee) for the Trustee to appoint a qualified successor master servicer so appointed shall not exceed Master Servicer that meets the compensation specified in requirements of this Section 6.057.02.

Trustee to Act; Appointment of Successor. When On and after the time the Master Servicer or the Special Servicer receives a notice of termination pursuant to Section 7.01 or the Trustee receives the resignation of the Master Servicer evidenced by an Opinion of Counsel pursuant to Section 6.047.01, the Trustee shall shall, subject to the following provisions of this Section 7.02, be the its successor in all respects to the Master Servicer in its capacity as master servicer Master Servicer or Special Servicer under this Agreement and the transactions set forth or provided for herein and and, except as provided herein, shall have the rights and powers and be subject to all the responsibilities, duties duties, limitations on liability and liabilities relating thereto and arising thereafter placed on the Master Servicer or Special Servicer by the terms and provisions hereof hereof; provided, however, that (i) the Trustee shall have no responsibilities, duties, liabilities or obligations with respect to any act or omission of the Master Servicer or Special Servicer and (ii) any failure to perform, or delay in its capacity as performing, such duties or responsibilities caused by the Terminated Party’s failure to provide, or delay in providing, records, tapes, disks, information or moneys shall not be considered a default by such successor hereunder. The Trustee, as successor Master Servicer or successor Special Servicer, shall have be indemnified to the same limitation of liability herein granted full extent provided the Master Servicer or Special Servicer, as applicable, under this Agreement prior to the Master Servicer’s or the Special Servicer’s termination. In The appointment of a successor Master Servicer or successor Special Servicer shall not affect any liability of the event that predecessor Master Servicer or Special Servicer which may have arisen prior to its termination as Master Servicer or Special Servicer. The Trustee shall not be liable for any of the Trustee is succeeding to representations, liabilities or warranties of the Master Servicer as or Special Servicer herein or in any related document or agreement, for any acts or omissions of the predecessor Master Servicer or predecessor Special Servicer or for any losses incurred in respect of any Permitted Investment by the Master Servicer, as Servicer pursuant to Section 3.07 of this Agreement nor shall the Trustee be required to purchase any Mortgage Loan or Serviced Loan Combination hereunder. As compensation therefor, the Trustee as successor Master Servicer or successor Special Servicer shall be entitled to receive monthly such portion the Servicing Fee or Special Servicing Compensation, as applicable, and all funds relating to the Mortgage Loans and Serviced Companion Loans that accrue after the date of the Trustee’s succession to which the Master Servicing FeeServicer or Special Servicer would have been entitled if the Master Servicer or Special Servicer, together with such other servicing compensation as is agreed applicable, had continued to act hereunder. In the event any Advances made by the Master Servicer and the Trustee shall at such any time be outstanding, or any amounts of interest thereon shall be accrued and unpaid, all amounts available to repay Advances and interest hereunder shall be applied entirely to the Advances made by the Trustee (and the Master Serviceraccrued and unpaid interest thereon), but until such Advances and interest shall have been repaid in no event more than 25% thereof until the date of final cessation of the Master Servicer's servicing activities hereunderfull. Notwithstanding the aboveabove and subject to Section 6.08, the Trustee may, if it shall be unwilling to so act, or shall, if it is unable to so act act, or if the Holders of Certificates entitled to obtain a qualifying bid as described belowat least 25% of the aggregate Voting Rights so request in writing to the Trustee, or if the Rating Agencies do not provide Rating Agency Confirmations with respect to the Trustee so acting, promptly appoint, or petition a court of competent jurisdiction to appoint, any housing and home finance institution, bank or established mortgage loan servicing institution having for which a net worth Rating Agency Confirmation from each Rating Agency has been obtained (at the expense of the terminated Master Servicer or Special Servicer, as applicable, or, if the expense is not less than $10,000,000 and meeting such other standards for a successor servicer as are set forth hereinso recovered, at the expense of the Trust Fund), as the successor to the Master Servicer or the Special Servicer, as applicable, hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer or Special Servicer hereunder; provided that, the related Outside Controlling Note Holder shall have the right to approve a successor Special Servicer with respect to any Serviced Outside Controlled Loan Combination, and prior to the occurrence and continuance of a Control Termination Event, the Controlling Class Representative shall have the right to approve a successor Special Servicer with respect to the other Serviced Loans. No appointment of a successor to the Master Servicer or Special Servicer hereunder shall be effective until (i) the assumption by such successor of all the Master Servicer’s or Special Servicer’s responsibilities, duties and liabilities hereunder and (ii) in the case of the appointment of a successor Special Servicer, the Depositor and, if applicable, each related Other Depositor shall have received the written notice and information with respect to such successor Special Servicer as set forth in Section 10.02(a). Pending appointment of a successor to the Master Servicer (or the Special Servicer if the Special Servicer is also the Master Servicer) hereunder, unless the Trustee shall be prohibited by law from so acting, the Trustee shall act in such capacity as herein above provided. Pending the appointment of a successor to the Special Servicer, unless the Master Servicer is also the Special Servicer, the Master Servicer shall act in such capacity. In connection with such appointment and assumption described herein, the Trustee may make such arrangements for the compensation of such successor out of payments on Mortgage Loans and Serviced Companion Loans as it and such successor shall agree; provided, however, that until no such a compensation shall be in excess of that permitted the Terminated Party hereunder; provided, further, that if no successor master servicer to the Terminated Party can be obtained to perform the obligations of such Terminated Party hereunder, additional amounts shall be paid to such successor and such amounts in excess of that permitted the Terminated Party shall be treated as Realized Losses; and provided, further that, for so long as no Consultation Termination Event has occurred and is appointed and has assumed the responsibilities, duties and liabilities of the Master Servicer hereundercontinuing, the Trustee shall continue as consult with the Controlling Class Representative (and, if a Serviced Outside Controlled Loan Combination is affected, the Trustee shall consult with the related Outside Controlling Note Holder) prior to the appointment of a successor to the Terminated Party at such amounts in excess of that permitted the Terminated Party. The Depositor, the Trustee, the Master Servicer or Special Servicer and such successor shall take such action, consistent with this Agreement, as provided aboveshall be necessary to effectuate any such succession. The If the Trustee or an Affiliate acts pursuant to this Section 7.02 as successor to the terminated Master Servicer, it may reduce the Excess Servicing Fee Rate to the extent that the Trustee’s or such Affiliate’s compensation as successor Master Servicer would otherwise be below the market rate servicing compensation. If the Trustee elects to appoint a successor to the terminated Master Servicer other than itself or an Affiliate pursuant to this Section 7.02, it may reduce the Excess Servicing Fee Rate to the extent reasonably necessary (in the sole discretion of any the Trustee) for the Trustee to appoint a qualified successor master servicer so appointed shall not exceed Master Servicer that meets the compensation specified in requirements of this Section 6.057.02.

Trustee to Act; Appointment of Successor. When On and after the time the Master Servicer or the Special Servicer receives a notice of termination pursuant to Section 7.01 or the Trustee receives the resignation of the Master Servicer evidenced by an Opinion of Counsel pursuant to Section 6.047.01, the Trustee shall shall, subject to the following provisions of this Section 7.02, be the its successor in all respects to the Master Servicer in its capacity as master servicer Master Servicer or Special Servicer under this Agreement and the transactions set forth or provided for herein and and, except as provided herein, shall have the rights and powers and be subject to all the responsibilities, duties duties, limitations on liability and liabilities relating thereto and arising thereafter placed on the Master Servicer or Special Servicer by the terms and provisions hereof hereof; provided, however, that (i) the Trustee shall have no responsibilities, duties, liabilities or obligations with respect to any act or omission of the Master Servicer or Special Servicer and (ii) any failure to perform, or delay in its capacity as performing, such duties or responsibilities caused by the Terminated Party’s failure to provide, or delay in providing, records, tapes, disks, information or moneys shall not be considered a default by such successor hereunder. The Trustee, as successor Master Servicer or successor Special Servicer, shall have be indemnified to the same limitation of liability herein granted full extent provided the Master Servicer or Special Servicer, as applicable, under this Agreement prior to the Master Servicer’s or the Special Servicer’s termination. In The appointment of a successor Master Servicer or successor Special Servicer shall not affect any liability of the event that predecessor Master Servicer or Special Servicer which may have arisen prior to its termination as Master Servicer or Special Servicer. The Trustee shall not be liable for any of the Trustee is succeeding to representations, liabilities or warranties of the Master Servicer as or Special Servicer herein or in any related document or agreement, for any acts or omissions of the predecessor Master Servicer or predecessor Special Servicer or for any losses incurred in respect of any Permitted Investment by the Master Servicer, as Servicer pursuant to Section 3.07 of this Agreement nor shall the Trustee be required to purchase any Mortgage Loan or Serviced Loan Combination hereunder. As compensation therefor, the Trustee as successor Master Servicer or successor Special Servicer shall be entitled to receive monthly such portion the Servicing Fee or Special Servicing Compensation, as applicable, and all funds relating to the Mortgage Loans and Serviced Companion Loans that accrue after the date of the Trustee’s succession to which the Master Servicing FeeServicer or Special Servicer would have been entitled if the Master Servicer or Special Servicer, together with such other servicing compensation as is agreed applicable, had continued to act hereunder. In the event any Advances made by the Master Servicer and the Trustee shall at such any time be outstanding, or any amounts of interest thereon shall be accrued and unpaid, all amounts available to repay Advances and interest hereunder shall be applied entirely to the Advances made by the Trustee (and the Master Serviceraccrued and unpaid interest thereon), but until such Advances and interest shall have been repaid in no event more than 25% thereof until the date of final cessation of the Master Servicer's servicing activities hereunderfull. Notwithstanding the aboveabove and subject to Section 6.08, the Trustee may, if it shall be unwilling to so act, or shall, if it is unable to so act act, or if the Holders of Certificates entitled to obtain a qualifying bid as described belowat least 25% of the aggregate Voting Rights so request in writing to the Trustee, or if the Rating Agencies do not provide Rating Agency Confirmations with respect to the Trustee so acting, promptly appoint, or petition a court of competent jurisdiction to appoint, any housing and home finance institution, bank or established mortgage loan servicing institution having for which a net worth Rating Agency Confirmation from each Rating Agency has been obtained (at the expense of the terminated Master Servicer or Special Servicer, as applicable, or, if the expense is not less than $10,000,000 and meeting such other standards for a successor servicer as are set forth hereinso recovered, at the expense of the Trust Fund), as the successor to the Master Servicer or the Special Servicer, as applicable, hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer or Special Servicer hereunder; provided that, the related Outside Controlling Note Holder shall have the right to approve a successor Special Servicer with respect to any Serviced Outside Controlled Loan Combination, and prior to the occurrence and continuance of a Control Termination Event, the Controlling Class Representative shall have the right to approve a successor Special Servicer with respect to the other Serviced Loans. No appointment of a successor to the Master Servicer or Special Servicer hereunder shall be effective until (i) the assumption by such successor of all the Master Servicer’s or Special Servicer’s responsibilities, duties and liabilities hereunder and (ii) in the case of the appointment of a successor Special Servicer, the Depositor and, if applicable, each related Other Depositor shall have received the written notice and information with respect to such successor Special Servicer as set forth in Section 10.02(a). Pending appointment of a successor to the Master Servicer (or the Special Servicer if the Special Servicer is also the Master Servicer) hereunder, unless the Trustee shall be prohibited by law from so acting, the Trustee shall act in such capacity as herein above provided. Pending the appointment of a successor to the Special Servicer, unless the Master Servicer is also the Special Servicer, the Master Servicer shall act in such capacity. In connection with such appointment and assumption described herein, the Trustee may make such arrangements for the compensation of such successor out of payments on Mortgage Loans and Serviced Companion Loans as it and such successor shall agree; provided, however, that until no such a compensation shall be in excess of that permitted the Terminated Party hereunder; provided, further, that if no successor master servicer to the Terminated Party can be obtained to perform the obligations of such Terminated Party hereunder, additional amounts shall be paid to such successor and such amounts in excess of that permitted the Terminated Party shall be treated as Realized Losses and VRR Realized Losses; and provided, further that, for so long as no Consultation Termination Event has occurred and is appointed and has assumed the responsibilities, duties and liabilities of the Master Servicer hereundercontinuing, the Trustee shall continue as consult with the Controlling Class Representative (and, if a Serviced Outside Controlled Loan Combination is affected, the Trustee shall consult with the related Outside Controlling Note Holder) prior to the appointment of a successor to the Terminated Party at such amounts in excess of that permitted the Terminated Party. The Depositor, the Trustee, the Master Servicer or Special Servicer and such successor shall take such action, consistent with this Agreement, as provided aboveshall be necessary to effectuate any such succession. The If the Trustee or an Affiliate acts pursuant to this Section 7.02 as successor to the terminated Master Servicer, it may reduce the Excess Servicing Fee Rate to the extent that the Trustee’s or such Affiliate’s compensation as successor Master Servicer would otherwise be below the market rate servicing compensation. If the Trustee elects to appoint a successor to the terminated Master Servicer other than itself or an Affiliate pursuant to this Section 7.02, it may reduce the Excess Servicing Fee Rate to the extent reasonably necessary (in the sole discretion of any the Trustee) for the Trustee to appoint a qualified successor master servicer so appointed shall not exceed Master Servicer that meets the compensation specified in requirements of this Section 6.057.02.

Trustee to Act; Appointment of Successor. When the Master Servicer receives notice of termination pursuant to Section 7.01 or the Trustee receives the resignation of the Master Servicer evidenced by an Opinion of Counsel pursuant to Section 6.04, the Trustee shall be the successor in all respects to the Master Servicer in its capacity as master servicer under this Agreement and the transactions set forth or provided for herein and shall have the rights and powers and be subject to all the responsibilities, duties and liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof and in its capacity as such successor shall have the same limitation of liability herein granted to the Master Servicer. In the event that the Trustee is succeeding to the Master Servicer as the Master Servicer, as compensation therefor, the Trustee shall be entitled to receive monthly such portion of the Master Servicing Fee, together with such other master servicing compensation as is agreed to at such time by the Trustee and the Master Servicer, but in no event more than 25% thereof until the date of final cessation of the Master Servicer's master servicing activities hereunder. Notwithstanding the above, the Trustee may, if it shall be unwilling to so act, or shall, if it is unable to so act or to obtain a qualifying bid as described below, appoint, or petition a court of competent jurisdiction to appoint, any housing and home finance institution, bank or mortgage servicing institution having a net worth of not less than $10,000,000 and meeting such other standards for a successor master servicer as are set forth herein, as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; provided, however, that until such a successor master servicer is appointed and has assumed the responsibilities, duties and liabilities of the Master Servicer hereunder, the Trustee shall continue as the successor to the Master Servicer as provided above. The compensation Upon cessation of the Master Servicer's master servicing activities hereunder, the Trustee or any other successor master servicer so appointed shall be entitled to compensation not to exceed the compensation specified in Section 6.05 hereof, which amount shall include compensation for acting as paying agent. If the Master Servicer and the Paying Agent are not the same party, the Master Servicer shall pay the compensation of the Paying Agent. In the event the Trustee is required to solicit bids as provided above, the Trustee shall solicit, by public announcement, bids from housing and home finance institutions, banks and mortgage servicing institutions meeting the qualifications set forth in the preceding sentence for the purchase of the master servicing functions. Such public announcement shall specify that the successor master servicer shall be entitled to the full amount of the Master Servicing Fee as compensation together with the other master servicing compensation in the form of late reporting fees or otherwise as provided in Section 6.05, which amount shall include compensation for acting as paying agent. Within 30 days after any such public announcement, the Trustee shall negotiate and effect the sale, transfer and assignment of the master servicing rights and responsibilities hereunder to the qualified party submitting the highest qualifying bid. The Trustee shall deduct all costs and expenses of any public announcement and of any sale, transfer and assignment of the master servicing rights and responsibilities hereunder from any sum received by the Trustee from the successor to the Master Servicer in respect of such sale, transfer and assignment. After such deductions, the remainder of such sum shall be paid by the Trustee to the Master Servicer at the time of such sale, transfer and assignment to the Master Servicer's successor. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. The Master Servicer agrees to cooperate with the Trustee and any successor master servicer in effecting the termination of the Master Servicer's servicing responsibilities and rights hereunder and shall promptly provide the Trustee or such successor master servicer, as applicable, all documents and records reasonably requested by it to enable it to assume the Master Servicer's function hereunder and shall promptly also transfer to the Trustee or such successor master servicer, as applicable, all amounts which then have been or should have been deposited in the Certificate Account by the Master Servicer or which are thereafter received by the Master Servicer with respect to the Mortgage Loans. Neither the Trustee nor any other successor master servicer shall be deemed to be in default hereunder by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof caused by (i) the failure of the Master Servicer to deliver, or any delay in delivering, cash, documents or records to it, or (ii) restrictions imposed by any regulatory authority having jurisdiction over the Master Servicer. Notwithstanding anything to the contrary contained in Section 7.01 above or this Section 7.05, the Master Servicer shall retain all of its rights and responsibilities hereunder, and no successor (including the Trustee) shall succeed thereto, if the assumption thereof by such successor would cause the rating assigned to any Certificates to be revoked, downgraded or placed on credit review status (other than for possible upgrading) by either Rating Agency and the retention thereof by the Master Servicer would avert such revocation, downgrading or review. All costs associated with the appointment of a successor master servicer, to the extent not deducted from any sum received by the Trustee from the successor master servicer, shall be paid to the Person that incurred them by the predecessor master servicer. Without limiting the predecessor master servicer's obligation, if the predecessor master servicer fails to pay such costs, such costs shall be reimbursed by the Trust. The predecessor Master Servicer and successor Master Servicer shall notify the Depositor and Trustee of any such appointment at least two Business Days prior to the effective date thereof and shall provide the Depositor and the Trustee with all information required by the Depositor to comply with its reporting obligation under Item 6.02 of Form 8-K not later than the effective date of such appointment and the successor Master Servicer shall report such event on Form 8-K within four business days of the occurrence of such event.

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

Trustee to Act; Appointment of Successor. When the Master Servicer receives notice of termination pursuant to Section 7.01 or the Trustee receives the resignation of the Master Servicer evidenced by an Opinion of Counsel pursuant to Section 6.04, the Trustee shall be the successor in all respects to the Master Servicer in its capacity as master servicer under this Agreement and the transactions set forth or provided for herein and shall have the rights and powers and be subject to all the responsibilities, duties and liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof and in its capacity as such successor shall have the same limitation of liability herein granted to the Master Servicer. In the event that the Trustee is succeeding to the Master Servicer as the Master Servicer, as compensation therefor, the Trustee shall be entitled to receive monthly such portion of the Master Servicing Fee, together with such other master servicing compensation as is agreed to at such time by the Trustee and the Master Servicer, but in no event more than 25% thereof until the date of final cessation of the Master Servicer's master servicing activities hereunder. Notwithstanding the above, the Trustee may, if it shall be unwilling to so act, or shall, if it is unable to so act or to obtain a qualifying bid as described below, appoint, or petition a court of competent jurisdiction to appoint, any housing and home finance institution, bank or mortgage servicing institution having a net worth of not less than $10,000,000 and meeting such other standards for a successor master servicer as are set forth herein, as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; provided, however, that until such a successor master servicer is appointed and has assumed the responsibilities, duties and liabilities of the Master Servicer hereunder, the Trustee shall continue as the successor to the Master Servicer as provided above. The compensation Upon cessation of the Master Servicer's master servicing activities hereunder, the Trustee or any other successor master servicer so appointed shall be entitled to compensation not exceed the compensation specified in Section 6.05 hereof, which amount shall include compensation for acting as paying agent. In the event the Trustee is required to solicit bids as provided above, the Trustee shall solicit, by public announcement, bids from housing and home finance institutions, banks and mortgage servicing institutions meeting the qualifications set forth in the preceding sentence for the purchase of the master servicing functions. Such public announcement shall specify that the successor master servicer shall be entitled to the full amount of the Master Servicing Fee as compensation together with the other master servicing compensation in the form of late reporting fees or otherwise as provided in Section 6.05, which amount shall include compensation for acting as paying agent. Within 30 days after any such public announcement, the Trustee shall negotiate and effect the sale, transfer and assignment of the master servicing rights and responsibilities hereunder to the qualified party submitting the highest qualifying bid. The Trustee shall deduct all costs and expenses of any public announcement and of any sale, transfer and assignment of the master servicing rights and responsibilities hereunder from any sum received by the Trustee from the successor to the Master Servicer in respect of such sale, transfer and assignment. After such deductions, the remainder of such sum shall be paid by the Trustee to the Master Servicer at the time of such sale, transfer and assignment to the Master Servicer's successor. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. The Master Servicer agrees to cooperate with the Trustee and any successor master servicer in effecting the termination of the Master Servicer's servicing responsibilities and rights hereunder and shall promptly provide the Trustee or such successor master servicer, as applicable, all documents and records reasonably requested by it to enable it to assume the Master Servicer's function hereunder and shall promptly also transfer to the Trustee or such successor master servicer, as applicable, all amounts which then have been or should have been deposited in the Certificate Account by the Master Servicer or which are thereafter received by the Master Servicer with respect to the Mortgage Loans. Neither the Trustee nor any other successor master servicer shall be deemed to be in default hereunder by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof caused by (i) the failure of the Master Servicer to deliver, or any delay in delivering, cash, documents or records to it, or (ii) restrictions imposed by any regulatory authority having jurisdiction over the Master Servicer. Notwithstanding anything to the contrary contained in Section 7.01 above or this Section 7.05, the Master Servicer shall retain all of its rights and responsibilities hereunder, and no successor (including the Trustee) shall succeed thereto, if the assumption thereof by such successor would cause the rating assigned to any Certificates to be revoked, downgraded or placed on credit review status (other than for possible upgrading) by either Rating Agency and the retention thereof by the Master Servicer would avert such revocation, downgrading or review. All costs associated with the appointment of a successor master servicer, to the extent not deducted from any sum received by the Trustee from the successor master servicer, shall be paid to the Person that incurred them by the predecessor master servicer. Without limiting the predecessor master servicer's obligation, if the predecessor master servicer fails to pay such costs, such costs shall be reimbursed by the Trust. The predecessor Master Servicer and successor Master Servicer shall notify the Depositor and Trustee of any such appointment at least two Business Days prior to the effective date thereof and shall provide the Depositor and the Trustee with all information required by the Depositor to comply with its reporting obligation under Item 6.02 of Form 8-K not later than the effective date of such appointment and the successor Master Servicer shall report such event on Form 8-K within four business days of the occurrence of such event.

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

Trustee to Act; Appointment of Successor. When (a) On and after the Master receipt by the Servicer receives notice of termination a Termination Notice pursuant to Section 7.01 10.01, 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 receives and the resignation Transferor or until a date mutually agreed upon by the Servicer, the Transferor 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 Master “Successor Servicer”), and such Successor Servicer evidenced shall accept its appointment by an Opinion of Counsel pursuant a written assumption in a form acceptable to Section 6.04the Trustee and the Transferor. 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 of the Trustee or agent in accordance with Sections 3.01(b) and 8.07. Notwithstanding the foregoing, the Trustee shall, if it is legally unable so to act, petition a court of competent jurisdiction to appoint any established institution having a net worth of not less than $50,000,000 and whose regular business includes the servicing of credit card receivables and who has the ability to service the Receivables as the Successor Servicer hereunder. The Trustee shall give prompt notice to the Transferor, each Rating Agency and each Series Enhancer entitled thereto pursuant to the applicable Supplement upon the appointment of a Successor Servicer. (b) Upon its appointment, the Successor Servicer shall be the successor in all respects to the Master Servicer in its capacity as master servicer with respect to servicing functions under this Agreement and the transactions set forth or provided for herein and shall have the rights and powers and be subject to all the responsibilities, duties and liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof hereof, and all references in its capacity as such successor shall have the same limitation of liability herein granted this Agreement to the Master Servicer. In the event that the Trustee is succeeding Servicer shall be deemed to refer to the Master Servicer as the Master Successor Servicer, as compensation therefor. (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 receive monthly appoint any Eligible Servicer submitting such portion a bid as a Successor Servicer for servicing compensation not in excess of the Master aggregate Servicing Fee, together with such other servicing compensation as is agreed to at such time by the Trustee and the Master Servicer, but in no event more than 25% thereof until the date of final cessation of the Master Servicer's servicing activities hereunder. Notwithstanding the above, the Trustee may, if it shall be unwilling to so act, or shall, if it is unable to so act or to obtain a qualifying bid as described below, appoint, or petition a court of competent jurisdiction to appoint, any housing and home finance institution, bank or mortgage servicing institution having a net worth of not less than $10,000,000 and meeting such other standards Fees for a successor servicer as are set forth herein, as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunderSeries; provided, however, that until such a successor master servicer is appointed and has assumed the responsibilities, duties and liabilities Transferor shall be responsible for payment of the Master Transferor’s portion of such aggregate Servicing Fees and that no such monthly compensation paid out of Collections shall be in excess of such aggregate Servicing Fees. Each holder of a Transferor Certificate agrees that, if Capital One (or any Successor Servicer) is terminated as Servicer hereunder, the Trustee portion of the Collections in respect of Finance Charge Receivables that the Transferor is entitled to receive pursuant to this Agreement or any Supplement shall continue be reduced by an amount sufficient to pay the Transferor’s share (determined by reference to the Supplements with respect to any outstanding Series) of the compensation of the Successor Servicer. (d) All authority and power granted to the Servicer under this Agreement shall automatically cease and terminate upon termination of the Trust pursuant to Section 12.01 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 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 Servicer agrees to cooperate with the Transferor in effecting the termination of the responsibilities and rights of the Servicer to conduct servicing on the Receivables. The Servicer shall transfer its electronic records relating to the Receivables to the Transferor in such electronic form as the successor Transferor may reasonably request and shall transfer all other records, correspondence and documents to the Master Transferor in the manner and at such times as the Transferor shall reasonably request. To the extent that compliance with this Section 10.02 shall require the Servicer as provided above. The compensation to disclose to the Transferor information of any successor master servicer so appointed kind which the Servicer deems to be confidential, the Transferor shall not exceed be required to enter into such customary licensing and confidentiality agreements as the compensation specified in Section 6.05Servicer shall deem necessary to protect its interests.

Trustee to Act; Appointment of Successor. When (a) On and after the Master time the Servicer receives a notice of termination pursuant to Section 7.01 or the Trustee receives the resignation of the Master Servicer evidenced by an Opinion of Counsel pursuant to Section 6.0410.02 hereof, the Trustee (subject to subsection (b) hereof) shall be the successor in all respects to the Master Servicer in its capacity as master servicer under this Agreement and of the transactions set forth or provided for herein and Contracts and, to such extent, shall have the rights and powers and be subject to all the responsibilities, duties and liabilities (other than the duty to advance funds and to indemnify) relating thereto placed on the Master Servicer by the terms and provisions hereof (but not the obligations of the Contributor contained herein which shall survive any such termination as above provided) and in its capacity as such successor shall have the same limitation of liability herein granted to the Master Servicer. In the event that the Trustee is succeeding to the Master Servicer as the Master Servicer, as compensation therefor, the Trustee shall be entitled to receive monthly such portion of from the Master Transferor the Servicing Fee, together with such Fee and other servicing compensation as is agreed to at such time by provided for in Section 4.04 hereof; PROVIDED that the Trustee and the Master Servicer, but shall in no event more than 25% thereof until the date of final cessation way be responsible or liable for any action or actions of the Master Servicer's servicing activities hereunder. Notwithstanding Servicer before the above, time the Servicer receives such a notice of termination. (b) The Trustee may, if it is unwilling or 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 receivables arising from equipment similar to the Equipment, as the successor Servicer hereunder to assume all of the rights and obligations of the Servicer hereunder, including, without limitation, the Servicer's right (but not the obligations of the Contributor contained herein) hereunder to receive the Servicing Fee (PROVIDED THAT, notwithstanding any other provision to the contrary contained in any Transaction Document, no increase in the Servicer Fee due to any successor Servicer shall be unwilling to made without the consent of the Noteholders that hold, as of the date of determination, more than 50% of the then-Outstanding Note Balance of each class of Notes then Outstanding) or, (ii) if no such institution is so actappointed, or shall, if it is unable to so act or to obtain a qualifying bid as described below, appoint, or petition a court of competent jurisdiction to appoint, any housing and home finance institution, bank or mortgage servicing appoint an institution having a net worth of not less than $10,000,000 and meeting such other standards for criteria as the Servicer hereunder. Pending appointment of a successor servicer as are set forth herein, as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; provided, however, that until such a successor master servicer is appointed and has assumed the responsibilities, duties and liabilities of the Master Servicer hereunder, the Trustee shall continue 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 Master Servicer as provided above. The form of this Agreement except that such agreement shall not include any of the Contributor's representations, warranties or obligations and the Trustee may make arrangements for the compensation of any such successor master servicer so appointed Servicer out of payments on Contracts and the related Contracts as it and such successor Servicer shall not exceed the agree; PROVIDED, HOWEVER, that no such compensation specified shall be in excess of that provided in Section 6.054.04 hereof. Neither the Trustee nor a Successor Servicer shall be deemed to be in default hereunder by reason of its failure to make, or its delay in making, any distribution hereunder or any portion thereof which failure or delay was caused by (i) the failure of the prior Servicer to deliver, or any delay in delivering, cash, documents or records to it, or (ii) restrictions imposed by any regulatory authority having jurisdiction over the prior Servicer.

Trustee to Act; Appointment of Successor. When the Master Servicer receives notice of termination pursuant to Section 7.01 or the Trustee receives the resignation of the Master Servicer evidenced by an Opinion of Counsel pursuant to Section 6.04, the Trustee shall be the successor in all respects to the Master Servicer in its capacity as master servicer under this Agreement and the transactions set forth or provided for herein and shall have the rights and powers and be subject to all the responsibilities, duties and liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof and in its capacity as such successor shall have the same limitation of liability herein granted to the Master Servicer. In the event that the Trustee is succeeding to the Master Servicer as the Master Servicer, as compensation therefor, the Trustee shall be entitled to receive monthly such portion of the Master Servicing Fee, together with such other master servicing compensation as is agreed to at such time by the Trustee and the Master Servicer, but in no event more than 25% thereof until the date of final cessation of the Master Servicer's master servicing activities hereunder. Notwithstanding the above, the Trustee may, if it shall be unwilling to so act, or shall, if it is unable to so act or to obtain a qualifying bid as described below, appoint, or petition a court of competent jurisdiction to appoint, any housing and home finance institution, bank or mortgage servicing institution having a net worth of not less than $10,000,000 and meeting such other standards for a successor master servicer as are set forth herein, as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; provided, however, that until such a successor master servicer is appointed and has assumed the responsibilities, duties and liabilities of the Master Servicer hereunder, the Trustee shall continue as the successor to the Master Servicer as provided above. The compensation Upon cessation of the Master Servicer's master servicing activities hereunder, the Trustee or any other successor master servicer so appointed shall be entitled to compensation not exceed the compensation specified in Section 6.05 hereof, which amount shall include compensation for acting as paying agent. If the Master Servicer and the Paying Agent are not the same party, the Master Servicer shall pay the compensation of the Paying Agent. In the event the Trustee is required to solicit bids as provided above, the Trustee shall solicit, by public announcement, bids from housing and home finance institutions, banks and mortgage servicing institutions meeting the qualifications set forth in the preceding sentence for the purchase of the master servicing functions. Such public announcement shall specify that the successor master servicer shall be entitled to the full amount of the Master Servicing Fee as compensation together with the other master servicing compensation in the form of late reporting fees or otherwise as provided in Section 6.05, which amount shall include compensation for acting as paying agent. Within 30 days after any such public announcement, the Trustee shall negotiate and effect the sale, transfer and assignment of the master servicing rights and responsibilities hereunder to the qualified party submitting the highest qualifying bid. The Trustee shall deduct all costs and expenses of any public announcement and of any sale, transfer and assignment of the master servicing rights and responsibilities hereunder from any sum received by the Trustee from the successor to the Master Servicer in respect of such sale, transfer and assignment. After such deductions, the remainder of such sum shall be paid by the Trustee to the Master Servicer at the time of such sale, transfer and assignment to the Master Servicer's successor. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. The Master Servicer agrees to cooperate with the Trustee and any successor master servicer in effecting the termination of the Master Servicer's servicing responsibilities and rights hereunder and shall promptly provide the Trustee or such successor master servicer, as applicable, all documents and records reasonably requested by it to enable it to assume the Master Servicer's function hereunder and shall promptly also transfer to the Trustee or such successor master servicer, as applicable, all amounts which then have been or should have been deposited in the Certificate Account by the Master Servicer or which are thereafter received by the Master Servicer with respect to the Mortgage Loans. Neither the Trustee nor any other successor master servicer shall be deemed to be in default hereunder by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof caused by (i) the failure of the Master Servicer to deliver, or any delay in delivering, cash, documents or records to it, or (ii) restrictions imposed by any regulatory authority having jurisdiction over the Master Servicer. Notwithstanding anything to the contrary contained in Section 7.01 above or this Section 7.05, the Master Servicer shall retain all of its rights and responsibilities hereunder, and no successor (including the Trustee) shall succeed thereto, if the assumption thereof by such successor would cause the rating assigned to any Certificates to be revoked, downgraded or placed on credit review status (other than for possible upgrading) by either Rating Agency and the retention thereof by the Master Servicer would avert such revocation, downgrading or review. All costs associated with the appointment of a successor master servicer, to the extent not deducted from any sum received by the Trustee from the successor master servicer, shall be paid to the Person that incurred them by the predecessor master servicer. Without limiting the predecessor master servicer's obligation, if the predecessor master servicer fails to pay such costs, such costs shall be reimbursed by the Trust. The predecessor Master Servicer and successor Master Servicer shall notify the Depositor and Trustee of any such appointment at least two Business Days prior to the effective date thereof and shall provide the Depositor and the Trustee with all information required by the Depositor to comply with its reporting obligation under Item 6.02 of Form 8-K not later than the effective date of such appointment and the successor Master Servicer shall report such event on Form 8-K within four business days of the occurrence of such event.

Trustee to Act; Appointment of Successor. When (a) On and after the Master receipt by the Servicer receives notice of termination a Termination Notice pursuant to Section 7.01 10.01, 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 receives or until a date mutually agreed upon by the resignation 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 Master “Successor Servicer”), and such Successor Servicer evidenced shall accept its appointment by an Opinion of Counsel pursuant a written assumption in a form acceptable to Section 6.04the 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 Section 3.01(b) and 8.07. Notwithstanding the foregoing, the Trustee shall, if it is legally unable so to act, petition a court of competent jurisdiction to appoint any established institution having a net worth of not less than $100,000,000 and whose regular business includes the servicing of “VISA,” “MasterCard” and “American Express” credit card receivables as the Successor 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 Master Servicer in its capacity as master servicer with respect to servicing functions under this Agreement and the transactions set forth or provided for herein and shall have the rights and powers and be subject to all the responsibilities, duties and liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof hereof, and all references in its capacity as such successor shall have the same limitation of liability herein granted this Agreement to the Master Servicer shall be deemed to refer to the Successor Servicer. Notwithstanding the foregoing, any provision of this Agreement which requires the Servicer to make a deposit into the Collection Account not later than 12:00 noon, New York City time, on a Distribution Date shall be deemed to require a Successor Servicer to make such deposit into the Collection Account on the Transfer Date immediately preceding such Distribution Date. (c) In the event that the Trustee is succeeding to the Master Servicer as the Master Servicer, as compensation thereforconnection with any Termination Notice, the Trustee will review any bids which it obtains from Eligible Servicers and shall be entitled permitted to receive monthly appoint any Eligible Servicer submitting such portion a bid as a Successor Servicer for servicing compensation not in excess of the Master aggregate Servicing Fee, together with such other servicing compensation as is agreed to at such time by the Trustee and the Master Servicer, but in no event more than 25% thereof until the date of final cessation of the Master Servicer's servicing activities hereunder. Notwithstanding the above, the Trustee may, if it shall be unwilling to so act, or shall, if it is unable to so act or to obtain a qualifying bid as described below, appoint, or petition a court of competent jurisdiction to appoint, Fees for all Series plus any housing and home finance institution, bank or mortgage servicing institution having a net worth of not less than $10,000,000 and meeting such other standards for a successor servicer as are set forth herein, as the successor amounts payable to the Master Sellers or the Servicer hereunder in pursuant to the assumption terms of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunderEnhancement Agreement; provided, however, that until such a successor master servicer is appointed and has assumed the responsibilities, duties and liabilities Sellers shall be responsible for payment of the Master Sellers’ portion of such aggregate Servicing Fees and all other amounts in excess of such aggregate Servicing Fees and that no such monthly compensation paid out of Collections shall be in excess of such aggregate Servicing Fees. Citibank, as holder of the Sellers’ Certificate, agrees that, if Citibank (or any Successor Servicer) is terminated as Servicer hereunder, the Trustee portion of the Collections in respect of Finance Charge Receivables that the Seller is entitled to receive pursuant to this Agreement or any Supplement shall continue be reduced by an amount sufficient to pay the Seller’s share of the compensation of the Successor Servicer. (d) All authority and power granted to the Successor Servicer under this Agreement shall automatically cease and terminate upon termination of the Trust pursuant to Section 12.01, and shall pass to and be vested in the Sellers and, without limitation, the Sellers are 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 Sellers 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 Citibank 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 Citibank information of any kind which the Successor Servicer deems to be confidential, Citibank shall be required to enter into such customary licensing and confidentiality agreements as the successor Successor Servicer shall deem necessary to the Master Servicer as provided above. The compensation of any successor master servicer so appointed shall not exceed the compensation specified in Section 6.05protect its interests.

Trustee to Act; Appointment of Successor. When the Master Servicer receives notice of termination pursuant to Section 7.01 or the Trustee receives the resignation of the Master Servicer evidenced by an Opinion of Counsel pursuant to Section 6.04, the Trustee shall be the successor in all respects to the Master Servicer in its capacity as master servicer under this Agreement and the transactions set forth or provided for herein and shall have the rights and powers and be subject to all the responsibilities, duties and liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof and in its capacity as such successor shall have the same limitation of liability herein granted to the Master Servicer. In the event that the Trustee is succeeding to the Master Servicer as the Master Servicer, as compensation therefor, the Trustee shall be entitled to receive monthly such portion of the Master Servicing Fee, together with such other master servicing compensation as is agreed to at such time by the Trustee and the Master Servicer, but in no event more than 25% thereof until the date of final cessation of the Master Servicer's master servicing activities hereunder. Notwithstanding the above, the Trustee may, if it shall be unwilling to so act, or shall, if it is unable to so act or to obtain a qualifying bid as described below, appoint, or petition a court of competent jurisdiction to appoint, any housing and home finance institution, bank or mortgage servicing institution having a net worth of not less than $10,000,000 and meeting such other standards for a successor master servicer as are set forth herein, as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; provided, however, that until such a successor master servicer is appointed and has assumed the responsibilities, duties and liabilities of the Master Servicer hereunder, the Trustee shall continue as the successor to the Master Servicer as provided above. The compensation Upon cessation of the Master Servicer's master servicing activities hereunder, the Trustee or any other successor master servicer so appointed shall be entitled to compensation not to exceed the compensation specified in Section 6.05 hereof, which amount shall include compensation for acting as paying agent. If the Master Servicer and the Paying Agent are not the same party, the Master Servicer shall pay the compensation of the Paying Agent. In the event the Trustee is required to solicit bids as provided above, the Trustee shall solicit, by public announcement, bids from housing and home finance institutions, banks and mortgage servicing institutions meeting the qualifications set forth in the preceding sentence for the purchase of the master servicing functions. Such public announcement shall specify that the successor master servicer shall be entitled to the full amount of the Master Servicing Fee as compensation together with the other master servicing compensation in the form of late reporting fees or otherwise as provided in Section 6.05, which amount shall include compensation for acting as paying agent. Within 30 days after any such public announcement, the Trustee shall negotiate and effect the sale, transfer and assignment of the master servicing rights and responsibilities hereunder to the qualified party submitting the highest qualifying bid. The Trustee shall deduct all costs and expenses of any public announcement and of any sale, transfer and assignment of the master servicing rights and responsibilities hereunder from any sum received by the Trustee from the successor to the Master Servicer in respect of such sale, transfer and assignment. After such deductions, the remainder of such sum shall be paid by the Trustee to the Master Servicer at the time of such sale, transfer and assignment to the Master Servicer's successor. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. The Master Servicer agrees to cooperate with the Trustee and any successor master servicer in effecting the termination of the Master Servicer's servicing responsibilities and rights hereunder and shall promptly provide the Trustee or such successor master servicer, as applicable, all documents and records reasonably requested by it to enable it to assume the Master Servicer's function hereunder and shall promptly also transfer to the Trustee or such successor master servicer, as applicable, all amounts which then have been or should have been deposited in the Certificate Account by the Master Servicer or which are thereafter received by the Master Servicer with respect to the Mortgage Loans. Neither the Trustee nor any other successor master servicer shall be deemed to be in default hereunder by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof caused by (i) the failure of the Master Servicer to deliver, or any delay in delivering, cash, documents or records to it, or (ii) restrictions imposed by any regulatory authority having jurisdiction over the Master Servicer. Notwithstanding anything to the contrary contained in Section 7.01 above or this Section 7.05, the Master Servicer shall retain all of its rights and responsibilities hereunder, and no successor (including the Trustee) shall succeed thereto, if the assumption thereof by such successor would cause the rating assigned to any Certificates to be revoked, downgraded or placed on credit review status (other than for possible upgrading) by any Rating Agency and the retention thereof by the Master Servicer would avert such revocation, downgrading or review. All costs associated with the appointment of a successor master servicer, to the extent not deducted from any sum received by the Trustee from the successor master servicer, shall be paid to the Person that incurred them by the predecessor master servicer. Without limiting the predecessor master servicer's obligation, if the predecessor master servicer fails to pay such costs, such costs shall be reimbursed by the Trust. The predecessor Master Servicer and successor Master Servicer shall notify the Depositor and Trustee of any such appointment at least two Business Days prior to the effective date thereof and shall provide the Depositor and the Trustee with all information required by the Depositor to comply with its reporting obligation under Item 6.02 of Form 8-K not later than the effective date of such appointment and the successor Master Servicer shall report such event on Form 8-K within four business days of the occurrence of such event.

Trustee to Act; Appointment of Successor. When the Master Servicer receives notice of termination pursuant to Section 7.01 or the Trustee receives the resignation of the Master Servicer evidenced by an Opinion of Counsel pursuant to Section 6.04, the Trustee shall be the successor in all respects to the Master Servicer in its capacity as master servicer under this Agreement and the transactions set forth or provided for herein and shall have the rights and powers and be subject to all the responsibilities, duties and liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof and in its capacity as such successor shall have the same limitation of liability herein granted to the Master Servicer. In the event that the Trustee is succeeding to the Master Servicer as the Master Servicer, as compensation therefor, the Trustee shall be entitled to receive monthly such portion of the Master Servicing Fee, together with such other master servicing compensation as is agreed to at such time by the Trustee and the Master Servicer, but in no event more than 25% thereof until the date of final cessation of the Master Servicer's master servicing activities hereunder. Notwithstanding the above, the Trustee may, if it shall be unwilling to so act, or shall, if it is unable to so act or to obtain a qualifying bid as described below, appoint, or petition a court of competent jurisdiction to appoint, any housing and home finance institution, bank or mortgage servicing institution having a net worth of not less than $10,000,000 and meeting such other standards for a successor master servicer as are set forth herein, as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; provided, however, that until such a successor master servicer is appointed and has assumed the responsibilities, duties and liabilities of the Master Servicer hereunder, the Trustee shall continue as the successor to the Master Servicer as provided above. The compensation Upon cessation of the Master Servicer's master servicing activities hereunder, the Trustee or any other successor master servicer so appointed shall be entitled to compensation not exceed the compensation specified in Section 6.05 hereof, which amount shall include compensation for acting as paying agent. If the Master Servicer and the Paying Agent are not the same party, the Master Servicer shall pay the compensation of the Paying Agent. In the event the Trustee is required to solicit bids as provided above, the Trustee shall solicit, by public announcement, bids from housing and home finance institutions, banks and mortgage servicing institutions meeting the qualifications set forth in the preceding sentence for the purchase of the master servicing functions. Such public announcement shall specify that the successor master servicer shall be entitled to the full amount of the Master Servicing Fee as compensation together with the other master servicing compensation in the form of late reporting fees or otherwise as provided in Section 6.05, which amount shall include compensation for acting as paying agent. Within 30 days after any such public announcement, the Trustee shall negotiate and effect the sale, transfer and assignment of the master servicing rights and responsibilities hereunder to the qualified party submitting the highest qualifying bid. The Trustee shall deduct all costs and expenses of any public announcement and of any sale, transfer and assignment of the master servicing rights and responsibilities hereunder from any sum received by the Trustee from the successor to the Master Servicer in respect of such sale, transfer and assignment. After such deductions, the remainder of such sum shall be paid by the Trustee to the Master Servicer at the time of such sale, transfer and assignment to the Master Servicer's successor. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. The Master Servicer agrees to cooperate with the Trustee and any successor master servicer in effecting the termination of the Master Servicer's servicing responsibilities and rights hereunder and shall promptly provide the Trustee or such successor master servicer, as applicable, all documents and records reasonably requested by it to enable it to assume the Master Servicer's function hereunder and shall promptly also transfer to the Trustee or such successor master servicer, as applicable, all amounts which then have been or should have been deposited in the Certificate Account by the Master Servicer or which are thereafter received by the Master Servicer with respect to the Mortgage Loans. Neither the Trustee nor any other successor master servicer shall be deemed to be in default hereunder by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof caused by (i) the failure of the Master Servicer to deliver, or any delay in delivering, cash, documents or records to it, or (ii) restrictions imposed by any regulatory authority having jurisdiction over the Master Servicer. Notwithstanding anything to the contrary contained in Section 7.01 above or this Section 7.05, the Master Servicer shall retain all of its rights and responsibilities hereunder, and no successor (including the Trustee) shall succeed thereto, if the assumption thereof by such successor would cause the rating assigned to any Certificates to be revoked, downgraded or placed on credit review status (other than for possible upgrading) by any Rating Agency and the retention thereof by the Master Servicer would avert such revocation, downgrading or review. All costs associated with the appointment of a successor master servicer, to the extent not deducted from any sum received by the Trustee from the successor master servicer, shall be paid to the Person that incurred them by the predecessor master servicer. Without limiting the predecessor master servicer's obligation, if the predecessor master servicer fails to pay such costs, such costs shall be reimbursed by the Trust. The predecessor Master Servicer and successor Master Servicer shall notify the Depositor and Trustee of any such appointment at least two Business Days prior to the effective date thereof and shall provide the Depositor and the Trustee with all information required by the Depositor to comply with its reporting obligation under Item 6.02 of Form 8-K not later than the effective date of such appointment and the successor Master Servicer shall report such event on Form 8-K within four business days of the occurrence of such event.

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

Trustee to Act; Appointment of Successor. When (a) On and after the time the Master Servicer receives a notice of termination pursuant to Section 7.01 or the Trustee receives the resignation of the Master Servicer evidenced by an Opinion of Counsel pursuant to Section 6.047.01, the Trustee (or other named successor) shall be the successor in all respects to the Master Servicer in its capacity as master servicer under this Agreement and the transactions set forth or provided for herein and shall have the rights and powers and be subject to all the responsibilities, duties and liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof or shall appoint a successor pursuant to this Section 7.05 and the transition to such successor Master Servicer shall be fully effected within 90 days following the termination of the prior Master Servicer. Notwithstanding the foregoing, (i) the parties hereto agree that the Trustee, in its capacity as such successor shall have Master Servicer, immediately will assume all of the same limitation obligations of liability herein granted to the Master Servicer under this Agreement, (ii) the Trustee, in its capacity as successor Master Servicer. In , shall not be responsible for the event 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 is succeeding Trustee, acting in its capacity as successor to the Master Servicer as in its obligation to advance, expend or risk its own funds or otherwise incur any financial liability in the Master Servicerperformance of its duties hereunder if it shall have reasonable grounds for believing that such funds are non-recoverable. Subject to Section 7.05(b), as compensation therefor, the Trustee Trustee, as successor Master Servicer, shall be entitled to receive monthly such portion of the Master Servicing Fee, together with such other servicing compensation as is agreed the terminated Master Servicer would have been entitled to at hereunder if no such time by the Trustee and the Master Servicer, but in no event more than 25% thereof until the date notice of final cessation of the Master Servicer's servicing activities hereundertermination had been given. Notwithstanding the above, the Trustee may, if it shall be unwilling so to so act, or shall, if it is legally unable so to so act or to obtain a qualifying bid as described belowact, appoint, or petition a court of competent jurisdiction to appoint, any established housing and home finance institution, bank or mortgage servicing institution having a net worth of not less than $10,000,000 and meeting such other standards for a successor servicer as are set forth herein, as the successor to the terminated Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; provided, however, that until any such institution appointed as successor Master Servicer shall not, as evidenced in writing by each Rating Agency, adversely affect the then current rating of any Class of Certificates immediately prior to the termination of the terminated Master Servicer. The appointment of a successor master servicer is appointed and has assumed the responsibilities, duties and liabilities Master Servicer shall not affect any liability of the predecessor Master Servicer which may have arisen under this Agreement prior to its termination as Master Servicer, nor shall any successor Master Servicer be liable for any acts or omissions of the predecessor Master Servicer or for any breach by the Master Servicer of any of its representations or warranties contained herein or in any related document or agreement. Pending appointment of a successor to the terminated Master Servicer hereunder, unless the Trustee is prohibited by law from so acting, the Trustee shall continue act in such capacity as provided above. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. All Master Servicing Transfer Costs shall be paid by the predecessor Master Servicer upon presentation of reasonable documentation of such costs, and if such predecessor Master Servicer defaults in its obligation to pay such costs, such costs shall be paid by the successor Master Servicer or the Trustee (in which case the successor Master Servicer or the Trustee 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 the Master Servicer, as specified in Section 7.05(a), the Trustee may make such arrangements for the compensation of such successor as it and such successor agree. (c) Any successor, including the Trustee, to the Master Servicer as provided above. The compensation of any successor master servicer shall during the term of its service as master servicer maintain in force (i) a policy or policies of insurance covering errors and omissions in the 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 the Master Servicer is so appointed shall not exceed the compensation specified in required pursuant to Section 6.053.24.

Trustee to Act; Appointment of Successor. When (a) Within 90 days of the time the Master Servicer (and the Trustee, if notice is sent by the Holders or the NIMS Insurer) receives a notice of termination pursuant to Section 7.01 or the Trustee receives the resignation of the Master Servicer evidenced by an Opinion of Counsel pursuant to Section 6.04, the Trustee (or such other successor Master Servicer as is approved in accordance with this Agreement) shall be the successor in all respects to the Master Servicer in its capacity as master servicer under this Agreement and the transactions set forth or provided for herein and shall have the rights and powers and be subject to all the responsibilities, duties and liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof arising on and after its succession. Notwithstanding the foregoing, the parties hereto agree that the Trustee, in its capacity as such successor shall have the same limitation of liability herein granted to the Master Servicer. In , immediately will assume all of the event that the Trustee is succeeding to obligations of the Master Servicer to make advances. Notwithstanding the foregoing, the Trustee, in its capacity as the successor Master Servicer, as shall not be responsible for the lack of information and/or documents that it cannot obtain through reasonable efforts. As compensation therefor, the Trustee (or such other successor Master Servicer) shall be entitled to receive monthly such portion of compensation as the Master Servicing Fee, together with Servicer would have been entitled to hereunder if no such other servicing compensation as is agreed to at such time by the Trustee and the Master Servicer, but in no event more than 25% thereof until the date notice of final cessation of the Master Servicer's servicing activities hereundertermination had been given. Notwithstanding the above, (i) if the Trustee may, if it shall be is unwilling to act as successor Master Servicer or (ii) if the Trustee is legally unable so to act, or shall, if it is unable to so act or to obtain a qualifying bid as described below, appoint, the Trustee shall appoint or petition a court of competent jurisdiction to appoint, any established housing and home finance institution, bank or other mortgage servicing institution loan or home equity loan servicer having a net worth of not less than $10,000,000 and meeting such other standards for a successor servicer as are set forth herein, 50,000,000 as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; provided, howeverthat the appointment of any such successor Master Servicer shall be approved by the NIMS Insurer (such approval not to be unreasonably withheld), that until as evidenced by the prior written consent of the NIMS Insurer, and will not result in the qualification, reduction or withdrawal of the ratings assigned to the Certificates by the Rating Agencies as evidenced by a letter to such effect from the Rating Agencies. Pending appointment of a successor master servicer is appointed and has assumed the responsibilities, duties and liabilities of to the Master Servicer hereunder, unless the Trustee is prohibited by law from so acting, the Trustee shall continue act in such capacity as hereinabove provided. In connection with such appointment and assumption, the successor shall be entitled to receive compensation out of payments on Mortgage Loans in an amount equal to the compensation which the Master Servicer would otherwise have received pursuant to Section 3.18 (or such other compensation as the Trustee and such successor shall agree, not to exceed the Servicing Fee). The appointment of a successor Master Servicer shall not affect any liability of the predecessor Master Servicer which may have arisen under this Agreement prior to its termination as Master Servicer to pay any deductible under an insurance policy pursuant to Section 3.14 or to indemnify the Trustee or the NIMS Insurer pursuant to Section 6.03), nor shall any successor Master Servicer be liable for any acts or omissions of the predecessor Master Servicer or for any breach by such Master Servicer of any of its representations or warranties contained herein or in any related document or agreement. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. All Servicing Transfer Costs shall be paid by the predecessor Master Servicer upon presentation of reasonable documentation of such costs, and if such predecessor Master Servicer defaults in its obligation to pay such costs, such costs shall be paid by the successor Master Servicer or the Trustee (in which case the successor Master Servicer or the Trustee, as applicable, shall be entitled to reimbursement therefor from the assets of the Trust). (b) Any successor to the Master Servicer, including the Trustee, 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 a policy or policies of insurance covering errors and omissions in the performance of its obligations as Master Servicer hereunder and a Fidelity Bond in respect of its officers, employees and agents to the same extent as provided above. The compensation of any successor master servicer the Master Servicer is so appointed shall not exceed the compensation specified in required pursuant to Section 6.053.14.

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

Trustee to Act; Appointment of Successor. When (a) Within 90 days of the time the Master Servicer (and the Trustee, if notice is sent by the Holders) receives a notice of termination pursuant to Section 7.01 or the Trustee receives the resignation of the 6.04 or if a Master Servicer evidenced Extension Notice is not delivered or contemplated by an Opinion of Counsel pursuant to Section 6.047.01, the Trustee (or such other successor Master Servicer as is acceptable to the Certificate Insurer and approved in accordance with this Agreement) shall be the successor in all respects to the Master Servicer in its capacity as master servicer under this Agreement and the transactions set forth or provided for herein and shall have the rights and powers and be subject to all the responsibilities, duties and liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof arising on and after its succession. Notwithstanding the foregoing, the parties hereto agree that the Trustee, in its capacity as such successor shall have the same limitation of liability herein granted to the Master Servicer. In , immediately will assume all of the event that the Trustee is succeeding to obligations of the Master Servicer to make advances. Notwithstanding the foregoing, the Trustee, in its capacity as the successor Master Servicer, as shall not be responsible for the lack of information and/or documents that it cannot obtain through reasonable efforts. As compensation therefor, the Trustee (or such other successor Master Servicer) shall be entitled to receive monthly such portion of compensation as the Master Servicing Fee, together with Servicer would have been entitled to hereunder if no such other servicing compensation as is agreed to at such time by the Trustee and the Master Servicer, but in no event more than 25% thereof until the date notice of final cessation of the Master Servicer's servicing activities hereundertermination had been given. Notwithstanding the above, (i) if the Trustee may, if it shall be is unwilling to act as successor Master Servicer or (ii) if the Trustee is legally unable so to act, or shallthe Certificate Insurer shall appoint a successor Master Servicer, and if it is unable to so act or to obtain a qualifying bid as described belowthe Certificate Insurer does not, appoint, the Trustee shall appoint or petition a court of competent jurisdiction to appoint, any established housing and home finance institution, bank or other mortgage servicing institution loan or home equity loan servicer having a net worth of not less than $10,000,000 and meeting such other standards for a successor servicer as are set forth herein, 50,000,000 as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; provided, howeverthat the appointment of any such successor Master Servicer shall be acceptable to the Certificate Insurer, as evidenced by the Certificate Insurer's prior written consent which consent shall not be unreasonably withheld and, provided further, will not result in the qualification, reduction or withdrawal of the ratings assigned to the Certificates or the ratings that until are in effect without taking into account the Policy by the Rating Agencies as evidenced by a letter to such effect from the Rating Agencies. Pending appointment of a successor master servicer is appointed and has assumed the responsibilities, duties and liabilities of to the Master Servicer hereunder, unless the Trustee is prohibited by law from so acting, the Trustee shall continue act in such capacity as hereinabove provided. In connection with such appointment and assumption, the successor shall be entitled to receive compensation out of payments on Mortgage Loans in an amount equal to the compensation which the Master Servicer would otherwise have received pursuant to Section 3.18 (or such other compensation as the Trustee and such successor shall agree, not to exceed the Servicing Fee). The appointment of a successor Master Servicer shall not affect any liability of the predecessor Master Servicer which may have arisen under this Agreement prior to its termination as Master Servicer to pay any deductible under an insurance policy pursuant to Section 3.14 or to indemnify the Trustee pursuant to Section 3.06), nor shall any successor Master Servicer be liable for any acts or omissions of the predecessor Master Servicer or for any breach by such Master Servicer of any of its representations or warranties contained herein or in any related document or agreement. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. All Servicing Transfer Costs shall be paid by the predecessor Master Servicer upon presentation of reasonable documentation of such costs, and if such predecessor Master Servicer defaults in its obligation to pay such costs, such costs shall be paid by the successor Master Servicer or the Trustee (in which case the successor Master Servicer or the Trustee, as applicable, shall be entitled to reimbursement therefor from the assets of the Trust). (b) Any successor, including the Trustee, to the Master Servicer as provided above. The compensation servicer shall during the term of any successor master its service as servicer continue to service and administer the Mortgage Loans for the benefit of Certificateholders and the Certificate Insurer, and maintain in force a policy or policies of insurance covering errors and omissions in the performance of its obligations as Master Servicer hereunder and a Fidelity Bond in respect of its officers, employees and agents to the same extent as the Master Servicer is so appointed shall not exceed the compensation specified in required pursuant to Section 6.053.14.

Trustee to Act; Appointment of Successor. When (a) Within 90 days of the time the Master Servicer (and the Trustee, if notice is sent by the Holders) receives a notice of termination pursuant to Section 7.01 or the Trustee receives the resignation of the Master Servicer evidenced by an Opinion of Counsel pursuant to Section 6.04, the Trustee (or such other successor Master Servicer as is approved in accordance with this Agreement) shall be the successor in all respects to the Master Servicer in its capacity as master servicer under this Agreement and the transactions set forth or provided for herein and shall have the rights and powers and be subject to all the responsibilities, duties and liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof arising on and after its succession. Notwithstanding the foregoing, the parties hereto agree that the Trustee, in its capacity as such successor shall have the same limitation of liability herein granted to the Master Servicer. In , immediately will assume all of the event that the Trustee is succeeding to obligations of the Master Servicer to make advances. Notwithstanding the foregoing, the Trustee, in its capacity as the successor Master Servicer, as shall not be responsible for the lack of information and/or documents that it cannot obtain through reasonable efforts. As compensation therefor, the Trustee (or such other successor Master Servicer) shall be entitled to receive monthly such portion of compensation as the Master Servicing Fee, together with Servicer would have been entitled to hereunder if no such other servicing compensation as is agreed to at such time by the Trustee and the Master Servicer, but in no event more than 25% thereof until the date notice of final cessation of the Master Servicer's servicing activities hereundertermination had been given. Notwithstanding the above, (i) if the Trustee may, if it shall be is unwilling to act as successor Master Servicer or (ii) if the Trustee is legally unable so to act, or shall, if it is unable to so act or to obtain a qualifying bid as described below, appoint, the Trustee shall appoint or petition a court of competent jurisdiction to appoint, any established housing and home finance institution, bank or other mortgage servicing institution loan or home equity loan servicer having a net worth of not less than $10,000,000 and meeting such other standards for a successor servicer as are set forth herein, 50,000,000 as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; provided, howeverPROVIDED, that until the appointment of any such successor Master Servicer shall be approved by the NIMs Insurer (such approval not to be unreasonably withheld), as evidenced by the prior written consent of the NIMs Insurer, and will not result in the qualification, reduction or withdrawal of the ratings assigned to the Certificates by the Rating Agencies as evidenced by a letter to such effect from the Rating Agencies. Pending appointment of a successor master servicer is appointed and has assumed the responsibilities, duties and liabilities of to the Master Servicer hereunder, unless the Trustee is prohibited by law from so acting, the Trustee shall continue act in such capacity as hereinabove provided. In connection with such appointment and assumption, the successor shall be entitled to receive compensation out of payments on Mortgage Loans in an amount equal to the compensation which the Master Servicer would otherwise have received pursuant to Section 3.18 (or such other compensation as the Trustee and such successor shall agree, not to exceed the Servicing Fee). The appointment of a successor Master Servicer shall not affect any liability of the predecessor Master Servicer which may have arisen under this Agreement prior to its termination as Master Servicer to pay any deductible under an insurance policy pursuant to Section 3.14 or to indemnify the Trustee or the NIMs Insurer pursuant to Section 6.03), nor shall any successor Master Servicer be liable for any acts or omissions of the predecessor Master Servicer or for any breach by such Master Servicer of any of its representations or warranties contained herein or in any related document or agreement. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. All Servicing Transfer Costs shall be paid by the predecessor Master Servicer upon presentation of reasonable documentation of such costs, and if such predecessor Master Servicer defaults in its obligation to pay such costs, such costs shall be paid by the successor Master Servicer or the Trustee (in which case the successor Master Servicer or the Trustee, as applicable, shall be entitled to reimbursement therefor from the assets of the Trust). (b) Any successor to the Master Servicer, including the Trustee, shall during the term of its service as servicer continue to service and administer the Mortgage Loans for the benefit of 113 Certificateholders, and maintain in force a policy or policies of insurance covering errors and omissions in the performance of its obligations as Master Servicer hereunder and a Fidelity Bond in respect of its officers, employees and agents to the same extent as provided above. The compensation of any successor master servicer the Master Servicer is so appointed shall not exceed the compensation specified in required pursuant to Section 6.053.14.

Trustee to Act; Appointment of Successor. When On and after the time the Master Servicer receives a notice of termination pursuant to Section 7.01 or the Trustee receives the resignation of the Master Servicer evidenced by an Opinion of Counsel pursuant to Section 6.047.01, the Trustee Standby Servicer shall be the successor in all respects to the Master Servicer in its capacity as master servicer Master Servicer under this Agreement and the transactions set forth or provided for herein and shall have the rights and powers and be subject to all the responsibilities, duties and liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof and hereof; provided however, that in its capacity as such successor shall have the same limitation of liability herein granted to the Master Servicer. In the event that the Standby Servicer refuses or is unable to act as successor Master Servicer, the Trustee is succeeding or a successor Master Servicer appointed pursuant to this Section 7.02 shall be the successor Master Servicer hereunder and provided further, however, that if no Certificate Insurer Default shall have occurred and be continuing the Certificate Insurer, by written notice to the Trustee, the Transferor, the Master Servicer and the Standby Servicer, may designate another Person to act as successor Master Servicer hereunder. As compensation therefor, the Trustee, its designee, or other successor Master Servicer, as compensation thereforthe case may be, the Trustee shall be entitled to receive monthly such portion of all funds relating to the Contracts which the Master Servicing Fee, together with such other servicing compensation as is agreed Servicer would have been entitled to at such time by charge to the Trustee and Certificate Account if the Master Servicer, but in no event more than 25% thereof until the date of final cessation of the Master Servicer's servicing activities Servicer had continued to act hereunder. Notwithstanding If the aboveStandby Servicer refuses or is unable to act as successor Master Servicer hereunder, the Trustee may, if it shall be unwilling to so act, or shall, if it is unable to so act or to obtain a qualifying bid as described belowact, appoint, or petition a court of competent jurisdiction to appoint, any housing experienced servicer of motor vehicle installment sales contracts and home finance institution, bank or mortgage servicing institution notes having a net worth of not less than $10,000,000 and meeting such other standards for a successor servicer as are set forth herein, as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; provided, however, that until such . The Trustee shall obtain the prior written consent of the Certificate Insurer (unless a Certificate Insurer Default has occurred and is continuing) before appointing a successor master servicer Master Servicer other than the Standby Servicer, and any successor Master Servicer other than the Standby Servicer shall be satisfactory to the Certificate Insurer (unless a Certificate Insurer Default has occurred and is appointed and has assumed the responsibilities, duties and liabilities continuing). Pending appointment of a successor to the Master Servicer hereunder, the Trustee shall continue 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 Contracts as it and such successor shall agree; provided however, that no such compensation to the Trustee shall be in excess of that permitted the Master Servicer hereunder unless (A) the Trustee and the Certificate Insurer (or if a Certificate Insurer Default has occurred and is continuing, holders of Certificates evidencing a majority in Percentage Interests of the Certificates) agree in writing to a larger Master Servicing Fee and (B) each Rating Agency delivers a letter to the Trustee to the effect that such larger Master Servicing Fee will not result in a reduction or the withdrawal of the rating assigned by such Rating Agency to the Certificates; and provided further, however, that the Master Servicing Fee to a successor Master Servicer, including the Trustee, shall not exceed a monthly fee equal to 1/12th of the product of (i) the aggregate amount of the Outstanding Principal Balances of all Contracts outstanding as of the last day of the related Due Period and (ii) two percent (2%). The Transferor, the Trustee, any Subservicer and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. If the Trustee shall succeed to the Master Servicer's duties as Master Servicer of the Contracts as provided herein, it shall do so in its individual capacity and not in its capacity as Trustee and, accordingly, the provisions of Article VIII shall be inapplicable to the Trustee and its duties in its capacity as a successor Master Servicer to the Master Servicer as provided aboveand the servicing of the Contracts. The compensation of any successor master servicer so appointed In the event that the Trustee shall not exceed seek to appoint a successor Master Servicer within three months of its succession to the compensation specified in Master Servicer's duties as servicer, it shall resign as Trustee pursuant to Section 6.058.06 and the Transferor shall, with the written consent of the Certificate Insurer (unless a Certificate Insurer Default shall have occurred and be continuing), appoint, or the Trustee shall petition a court to appoint, a successor trustee pursuant to such Section 8.06. To the extent a successor Master Servicer is appointed, the Trustee shall not be liable for the acts or omissions of such successor Master Servicer.

Trustee to Act; Appointment of Successor. When On and after the time a Servicer or the Master Servicer receives a notice of termination pursuant to Section 7.01 or of this Agreement, the Trustee receives the resignation of the Master Servicer evidenced by an Opinion of Counsel or a successor servicer appointed pursuant to Section 6.047.01, subject to and to the Trustee extent provided herein, either shall be the successor in all respects to a Servicer or the Master Servicer Servicer, but only in its capacity as servicer or master servicer under this Agreement Agreement, respectively, and not in any other, and the transactions set forth herein or provided for herein shall appoint a successor servicer or successor master servicer, and in either event such successor servicer or successor master servicer shall have the rights and powers and be subject to all the responsibilities, duties and liabilities relating thereto placed on such Servicer or the Master Servicer Servicer, respectively, by the terms and provisions hereof and in its capacity as such successor shall have applicable law including the same limitation of liability herein granted obligation to the Master Servicermake Advances pursuant to Section 4.01. In the event that the Trustee is succeeding to the Master Servicer as the Master Servicer, as As compensation therefor, the Trustee successor servicer shall be entitled to receive monthly all funds relating to the related Mortgage Loans that the terminated Servicer or Master Servicer would have been entitled to charge to a Collection Account, provided that the terminated Servicer or Master Servicer shall nonetheless be entitled to payment or reimbursement as provided in Section 3.09(a) to the extent that such portion payment or reimbursement relates to the period prior to the completion of the Master Servicing Fee, together with such other transfer of servicing compensation as is agreed to at such time by the Trustee and the Master Servicer, but in no event more than 25% thereof until the date of final cessation of the Master Servicer's servicing activities hereundera successor servicer. Notwithstanding the aboveforegoing, if the Trustee has become the successor to the terminated Servicer or Master Servicer in accordance with Section 7.01, the Trustee may, if it shall be unwilling to so act, or shall, if it is prohibited by applicable law from making Advances pursuant to 4.01 hereof, or if it is otherwise unable to so act or to obtain a qualifying bid as described belowact, appoint, or petition a court of competent jurisdiction to appoint, any housing and home finance institution, bank or established mortgage loan servicing institution having a net worth the appointment of which does not less than $10,000,000 and meeting such other standards for a successor servicer as are set forth hereinadversely affect the then current rating of the Certificates by each Rating Agency, as the successor to the terminated Servicer or Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of such Servicer or the Master Servicer hereunder; provided. Any successor to a Servicer or the Master Servicer shall be an institution which is a FNMA or FHLMC approved seller/servicer in good standing, howeverwhich has a net worth of at least $10,000,000, that until which is willing to service the related Mortgage Loans and which executes and delivers to the Depositor and the Trustee an agreement accepting such a successor master servicer is appointed delegation and has assumed assignment, containing an assumption by such Person of the rights, powers, duties, responsibilities, duties obligations and liabilities of such Servicer or the Master Servicer (other than liabilities of that Servicer or the Master Servicer under Section 6.03 hereof incurred prior to termination of a Servicer or the Master Servicer, respectively, under Section 7.01 hereunder), with like effect as if originally named as a party to this Agreement; 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 as a result of such assignment and delegation. Pending appointment of a successor to a Servicer or the Master Servicer hereunder, the Trustee or other successor servicer or successor master servicer unless such entity is prohibited by law from so acting, shall, subject to the limitations described herein, act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on the related Mortgage Loans as it and such successor shall continue agree; provided, however, that no such compensation shall be in excess of (x) the WFBNA Servicing Fee (as defined in the WFBNA Letter Agreement) or the Ocwen Servicing Fee (as defined in the Ocwen Letter Agreement), as the successor to case may be or (y) the Master Servicer as provided aboveServicing Fee, assuming for this purpose that the Servicing Fee Rate is 0.50% per annum, for SPS or any other successor. The To the extent that the compensation of any successor to a Servicer (other than SPS) is calculated using a rate exceeding the then-current rate used to calculate the WFBNA Servicing Fee (as defined in the WFBNA Letter Agreement) or the Ocwen Servicing Fee (as defined in the Ocwen 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 or successor master servicer so appointed shall not exceed be deemed to be in default by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the compensation specified failure of the terminated Servicer or Master Servicer to deliver or provide, or any delay in Section 6.05delivering or providing, any cash, information, documents or records to it. Any successor to a Servicer or shall give notice to the Mortgagors of such change of servicer. Any successor to a Servicer or the Master Servicer shall, during the term of its service as a Servicer or the Master Servicer maintain in force the policy or policies of the type that such Servicer or the Master Servicer is required to maintain pursuant to this Agreement. In connection with the termination or resignation of a Servicer hereunder, either (i) the successor Servicer, including the Trustee if the Trustee is acting as successor Servicer, shall represent and 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. When (a) On and ---------------------------------------- after the time the Master Servicer receives a notice of termination pursuant to Section 7.01 8.01 or the Trustee receives the resignation of the Master Servicer evidenced by an Opinion of Counsel resigns pursuant to Section 6.047.04, the Trustee shall be the successor in all respects to the Master Servicer in its capacity as master servicer Master Servicer under this Agreement and the transactions set forth or provided for herein and shall have the rights and powers and be subject to all the responsibilities, duties and liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof and in its capacity as such successor shall have hereof. Notwithstanding the same limitation of liability herein granted to the Master Servicer. In the event that above, if the Trustee is succeeding to becomes the Master Servicer as hereunder, it shall have no responsibility or obligation (i) of repurchase or substitution with respect to any Mortgage Loan, (ii) with respect to any representation or warranty of the Master Servicer, as and (iii) for any act or omission of either a predecessor or successor Master Servicer other than the Trustee. As compensation therefor, the Trustee shall be entitled to receive monthly such portion of compensation as the Master Servicing FeeServicer would have been entitled to hereunder if no such notice of termination had been given. In addition, together with such other servicing compensation as is agreed to at such time by the Trustee will be entitled to compensation with respect to its expenses in connection with conversion of certain information, documents and the Master Servicerrecord keeping, but as provided in no event more than 25% thereof until the date of final cessation of the Master Servicer's servicing activities hereunderSection 7.04(b). Notwithstanding the above, (i) if the Trustee may, if it shall be is unwilling to act as successor Master Servicer, or (ii) if the Trustee is legally unable so to act, the Trustee may (in the situation described in clause (i)) or shall, if it is unable to so act or to obtain a qualifying bid as shall (in the situation described below, appoint, in clause (ii)) appoint or petition a court of competent jurisdiction to appoint, any established housing and home finance institution, bank or other mortgage servicing institution loan or home equity loan servicer having a net worth of not less than $10,000,000 and meeting such other standards for a successor servicer as are set forth herein, 15,000,000 as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; providedprovided that any such successor Master Servicer shall be acceptable to the Credit Enhancer, howeveras evidenced by the Credit Enhancer's prior written consent, which consent shall not be unreasonably withheld; and provided further that until the appointment of any such successor Master Servicer will not result in the qualification, reduction or withdrawal of the ratings assigned to the Certificates by the Rating Agencies without regard to the Policy. Pending appointment of a successor master servicer is appointed and has assumed the responsibilities, duties and liabilities of to the Master Servicer hereunder, unless the Trustee is prohibited by law from so acting, the Trustee shall continue act in such capacity as hereinabove provided. In connection with such appointment and assumption, the successor shall be entitled to receive compensation out of payments on Mortgage Loans in an amount equal to the compensation which the Master Servicer would otherwise have received pursuant to Section 3.08 (or such lesser compensation as the Trustee and such successor shall agree). The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. (b) Any successor, including the Trustee, to the Master Servicer as provided aboveMaster Servicer shall during the term of its service as Master Servicer (i) continue to service and administer the Mortgage Loans for the benefit of Certificateholders and the Credit Enhancer and (ii) maintain in force a policy or policies of insurance covering errors and omissions in the performance of its obligations as Master Servicer hereunder and a fidelity bond in respect of its officers, employees and agents to the same extent as the Master Servicer is so required pursuant to Section 3.12. The compensation appointment of a successor Master Servicer shall not affect any liability of the predecessor Master Servicer which may have arisen under this Agreement prior to its termination as Master Servicer (including, without limitation, any deductible under an insurance policy pursuant to Section 3.04), nor shall any successor Master Servicer be liable for any acts or omissions of the predecessor Master Servicer or for any breach by such Master Servicer of any successor master servicer so appointed shall not exceed the compensation specified in Section 6.05of their representations or warranties contained herein.

Trustee to Act; Appointment of Successor. When (a) On and after the time the Master Servicer receives a notice of termination pursuant to Section 7.01 7.01, or the Trustee receives the resignation of the Master Servicer evidenced by an Opinion of Counsel pursuant to Section 6.045.24, or the Master Servicer is removed as Master Servicer pursuant to Article VII, in which event the Trustee shall promptly notify the Rating Agencies, except as otherwise provided in Section 7.01, the Trustee shall be the successor in all respects to the Master Servicer in its capacity as master servicer under this Agreement and the transactions set forth or provided for herein and shall have the rights and powers and be subject to all the responsibilities, duties and liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof and in its capacity as such successor shall have arising on or after the same limitation date of liability herein granted to the Master Servicer. In the event succession; provided, however, that the Trustee is succeeding shall not be liable for any actions or the representations and warranties of any master servicer prior to it and including, without limitation, the obligations of the Master Servicer as the Master Servicerset forth in Sections 2.04 and 3.03. The Trustee, as compensation thereforsuccessor master servicer, shall be obligated to pay Compensating Interest pursuant to Section 6.09 in any event and to make advances pursuant to Section 5.19 unless, and only to the extent the Trustee shall as successor master servicer determines reasonably and in good faith that such advances would not be entitled recoverable pursuant to receive monthly such portion of the Master Servicing FeeSections 5.04(a), together with such other servicing compensation as is agreed to at such time by the Trustee and the Master Servicer, but in no event more than 25% thereof until the date of final cessation of the Master Servicer's servicing activities hereunder. or 5.04(j). (b) Notwithstanding the above, the Trustee may, if it shall be unwilling to so act, or shall, if it is unable to so act or if the Majority Certificateholders appoint, pursuant to obtain a qualifying bid as described the provisions set forth in paragraph (c) below, appoint, or petition a court of competent jurisdiction to appoint, any housing and home finance institution, bank or established mortgage loan servicing institution having that has a net worth of not less than $10,000,000 and meeting such other standards for a successor servicer as are set forth herein, 15,000,000 as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; provided. (c) In the event the Trustee is the successor master servicer, howeverit shall be entitled to Servicing Compensation (including the Servicing Fee as adjusted pursuant to the definition thereof) and other funds pursuant to Section 5.14 hereof as the Master Servicer. In the event the Trustee is unable or unwilling to act as successor master 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 master servicer shall be 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 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 Master 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 Master Servicer at the time of such sale, transfer and assignment to the Master 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 Master Servicer agrees to cooperate with the Trustee and any successor master servicer in effecting the termination of the Master Servicer's servicing responsibilities and rights hereunder and shall promptly provide the Trustee or such successor master servicer, as applicable, at the Master Servicer's cost and expense, all documents and records reasonably requested by it to enable it to assume the Master Servicer's functions hereunder and shall promptly also transfer to the Trustee or such successor master servicer, as applicable, all amounts that then have been or should have been deposited in the Collection Account by the Master Servicer or that are thereafter received with respect to the Mortgage Loans. Any collections received by the Master Servicer after such removal or resignation shall be endorsed by it to the Trustee and remitted directly to the Trustee or, at the direction of the Trustee, to the successor master servicer. Neither the Trustee nor any other successor master servicer shall be held liable by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof caused by (i) the failure of the Master Servicer to deliver, or any delay in delivering, cash, documents or records to it, or (ii) restrictions imposed by any regulatory authority having jurisdiction over the Master Servicer hereunder. No appointment of a successor to the Master Servicer hereunder shall be effective until the Trustee shall have consented in writing 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 master servicer is appointed and reasonably acceptable to each Rating Agency has assumed the responsibilities, duties and liabilities been appointed. (e) Pending appointment of a successor to the Master Servicer hereunder, the Trustee shall continue 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 to out of payments on Mortgage Loans as it and such successor shall agree; PROVIDED, HOWEVER, that no such compensation shall be in excess of that permitted the Master Servicer as provided abovepursuant to Section 5.14, together with other Servicing Compensation. The compensation of Master Servicer, the Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any successor master servicer so appointed shall not exceed the compensation specified in Section 6.05such succession.

Trustee to Act; Appointment of Successor. When the Master Servicer receives notice of termination pursuant to Section 7.01 or the Trustee receives the resignation of the Master Servicer evidenced by an Opinion of Counsel pursuant to Section 6.04, the Trustee shall be the successor in all respects to the Master Servicer in its capacity as master servicer under this Agreement and the transactions set forth or provided for herein and shall have the rights and powers and be subject to all the responsibilities, duties and liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof and in its capacity as such successor shall have the same limitation of liability herein granted to the Master Servicer. In the event that the Trustee is succeeding to the Master Servicer as the Master Servicer, as compensation therefor, the Trustee shall be entitled to receive monthly such portion of the Master Servicing Fee, together with such other master servicing compensation as is agreed to at such time by the Trustee and the Master Servicer, but in no event more than 25% thereof until the date of final cessation of the Master Servicer's master servicing activities hereunder. Notwithstanding the above, the Trustee may, if it shall be unwilling to so act, or shall, if it is unable to so act or to obtain a qualifying bid as described below, appoint, or petition a court of competent jurisdiction to appoint, any housing and home finance institution, bank or mortgage servicing institution having a net worth of not less than $10,000,000 and meeting such other standards for a successor master servicer as are set forth herein, as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; provided, however, that until such a successor master servicer is appointed and has assumed the responsibilities, duties and liabilities of the Master Servicer hereunder, the Trustee shall continue as the successor to the Master Servicer as provided above. The compensation Upon cessation of the Master Servicer's master servicing activities hereunder, the Trustee or any other successor master servicer so appointed shall be entitled to compensation not exceed the compensation specified in Section 6.05 hereof, which amount shall include compensation for acting as paying agent. In the event the Trustee is required to solicit bids as provided above, the Trustee shall solicit, by public announcement, bids from housing and home finance institutions, banks and mortgage servicing institutions meeting the qualifications set forth in the preceding sentence for the purchase of the master servicing functions. Such public announcement shall specify that the successor master servicer shall be entitled to the full amount of the Master Servicing Fee as compensation together with the other master servicing compensation in the form of late reporting fees or otherwise as provided in Section 6.05, which amount shall include compensation for acting as paying agent. Within 30 days after any such public announcement, the Trustee shall negotiate and effect the sale, transfer and assignment of the master servicing rights and responsibilities hereunder to the qualified party submitting the highest qualifying bid. The Trustee shall deduct all costs and expenses of any public announcement and of any sale, transfer and assignment of the master servicing rights and responsibilities hereunder from any sum received by the Trustee from the successor to the Master Servicer in respect of such sale, transfer and assignment. After such deductions, the remainder of such sum shall be paid by the Trustee to the Master Servicer at the time of such sale, transfer and assignment to the Master Servicer's successor. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. The Master Servicer agrees to cooperate with the Trustee and any successor master servicer in effecting the termination of the Master Servicer's servicing responsibilities and rights hereunder and shall promptly provide the Trustee or such successor master servicer, as applicable, all documents and records reasonably requested by it to enable it to assume the Master Servicer's function hereunder and shall promptly also transfer to the Trustee or such successor master servicer, as applicable, all amounts which then have been or should have been deposited in the Certificate Account by the Master Servicer or which are thereafter received by the Master Servicer with respect to the Mortgage Loans. Neither the Trustee nor any other successor master servicer shall be deemed to be in default hereunder by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof caused by (i) the failure of the Master Servicer to deliver, or any delay in delivering, cash, documents or records to it, or (ii) restrictions imposed by any regulatory authority having jurisdiction over the Master Servicer. Notwithstanding anything to the contrary contained in Section 7.01 above or this Section 7.05, the Master Servicer shall retain all of its rights and responsibilities hereunder, and no successor (including the Trustee) shall succeed thereto, if the assumption thereof by such successor would cause the rating assigned to any Certificates to be revoked, downgraded or placed on credit review status (other than for possible upgrading) by any Rating Agency and the retention thereof by the Master Servicer would avert such revocation, downgrading or review. All costs associated with the appointment of a successor master servicer, to the extent not deducted from any sum received by the Trustee from the successor master servicer, shall be paid to the Person that incurred them by the predecessor master servicer. Without limiting the predecessor master servicer's obligation, if the predecessor master servicer fails to pay such costs, such costs shall be reimbursed by the Trust. The predecessor Master Servicer and successor Master Servicer shall notify the Depositor and Trustee of any such appointment at least two Business Days prior to the effective date thereof and shall provide the Depositor and the Trustee with all information required by the Depositor to comply with its reporting obligation under Item 6.02 of Form 8-K not later than the effective date of such appointment and the successor Master Servicer shall report such event on Form 8-K within four business days of the occurrence of such event.

Trustee to Act; Appointment of Successor. When (a) Upon the receipt by the Master Servicer receives of a notice of termination pursuant to Section 7.01 8.01 or the Trustee receives the resignation of the Master Servicer evidenced by an Opinion of Independent Counsel pursuant to Section 6.047.05 to the effect that the Master Servicer is legally unable to act or to delegate its duties to a Person which is legally able to act, the Trustee shall be automatically become the successor in all respects to the Master Servicer in its capacity as master servicer under this Agreement and the transactions set forth or provided for herein and shall have the rights and powers and thereafter be subject to all the responsibilities, duties duties, liabilities and limitations on liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof hereof; PROVIDED, HOWEVER, it is understood and agreed by the parties that there will be a period of transition (not to exceed 90 days) before the servicing transfer is fully effected and that the Trustee (i) shall be under no obligation to purchase any Mortgage Loan pursuant to Section 10.01; 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 a successor master servicer has accepted appointment. Notwithstanding the foregoing, the parties hereto agree that the Trustee, in its capacity as such successor shall have Master Servicer, immediately will assume all of the same limitation obligations of liability herein granted to the Master Servicer. In the event that Servicer to make Monthly Advances and the Trustee is succeeding to will assume the other duties of the Master Servicer as soon as practicable, but in no event later than 90 days after the Trustee becomes successor Master Servicer pursuant to the preceding sentence. Notwithstanding the foregoing, the Trustee, in its capacity as successor Master Servicer, as shall not be responsible for the lack of information and/or documents that it cannot obtain through reasonable efforts. As compensation therefor, but subject to Section 7.06, the Trustee shall be entitled to receive monthly such portion of all funds relating to the Mortgage Loans which the Master Servicing Fee, together with such other servicing compensation as is agreed Servicer would have been entitled to at such time by the Trustee and retain if the Master ServicerServicer had continued to act hereunder, but in no event more than 25% thereof until the date of final cessation of except for those amounts due the Master Servicer's servicing activities hereunderServicer as reimbursement permitted under this Agreement for advances previously made or expenses previously incurred. Notwithstanding the above, the Trustee may, if it shall be unwilling so to so act, or shall, if it is legally unable so to so act or to obtain a qualifying bid as described belowact, appoint, appoint or petition a court of competent jurisdiction to appoint, any established housing and home finance institutioninstitution which is a Fannie Mae- or Freddie Mac-approved se▇▇▇▇▇▇, bank or mortgage servicing institution and wit▇ ▇▇▇▇▇ct to a successor to the Master Servicer only, having a net worth of not less than $10,000,000 and meeting such other standards for a successor servicer as are set forth herein10,000,000, as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; provided, however, that until such . Pending appointment of a successor master servicer is appointed and has assumed the responsibilities, duties and liabilities of to the Master Servicer hereunder, the Trustee shall continue 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 the provisions of Section 7.06 shall apply, no such compensation shall be in excess of that permitted the Trustee under this Subsection 8.02(a), and that such successor shall undertake and assume the obligations of the Trustee to pay compensation to any third Person acting as an agent or independent contractor in the performance of master servicing responsibilities hereunder. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. (b) If the Trustee shall succeed to any 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 inapplicable to the Trustee in its duties as the successor to the Master Servicer in the servicing of the Mortgage Loans (although such provisions shall continue to apply to the Trustee in its capacity as provided above. The compensation Trustee); the provisions of any Article VII, however, shall apply to it in its capacity as successor master servicer so appointed shall not exceed the compensation specified in Section 6.05servicer.

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

Trustee to Act; Appointment of Successor. When Upon the Master Servicer receives Servicer's receipt of notice of termination pursuant to Section 7.01 or 19.1 the Trustee receives shall, and upon the Servicer's resignation of the Master Servicer evidenced by an Opinion of Counsel pursuant to Section 6.04, 18.5 the Trustee shall may, be the successor in all respects to the Master Servicer in its capacity as master servicer Servicer under this Agreement and the transactions set forth or provided for herein and Agreement, and, in such case, shall have the rights and powers and be subject to all the responsibilities, duties and liabilities arising thereafter relating thereto placed on the Master Servicer by the terms and provisions hereof and in its capacity as such successor shall have of the same limitation of liability herein granted to the Master ServicerAgreement. In the event that the Trustee is succeeding to the Master Servicer as the Master Servicer, as As compensation therefor, the Trustee shall be entitled to receive monthly such portion compensation (whether payable out of the Master Servicing Fee, together with Certificate Account or otherwise) as the Servicer would have been entitled to under the Agreement if no such other servicing compensation as is agreed to at such time by the Trustee and the Master Servicer, but in no event more than 25% thereof until the date notice of final cessation of the Master Servicer's servicing activities hereundertermination or resignation had been given. Notwithstanding the above, the Trustee may, if it shall be unwilling so to so act, or shall, if it is shall be legally unable so to so act or to obtain a qualifying bid as described belowact, appoint, or petition a court of competent jurisdiction to appoint, any housing and home finance established financial institution, bank or mortgage servicing institution having a net worth of not less than $10,000,000 100,000,000 as of the last day of the most recent fiscal quarter for such institution and meeting such other standards for a successor servicer as are set forth hereinwhose regular business shall include the servicing of automobile receivables, as successor Servicer under the Agreement; provided, that the appointment of any such successor Servicer will not result in the withdrawal or reduction of the outstanding ratings assigned to the Master Certificates by the Rating Agencies. In connection with such appointment, the Trustee may make such arrangements for the compensation of such successor Servicer hereunder in the assumption out of all or any part of the responsibilities, duties or liabilities of the Master payments on Receivables as it and such successor Servicer hereundershall agree; provided, however, that until no such a successor master servicer is appointed and has assumed compensation shall be in excess of that permitted the responsibilities, duties and liabilities of the Master Servicer hereunder, the Trustee shall continue as the successor to the Master Servicer as provided above. The compensation of any successor master servicer so appointed shall not exceed the compensation specified in Section 6.05under the

Trustee to Act; Appointment of Successor. When (a) On and after the Master receipt by the Servicer receives notice of termination a Termination Notice pursuant to Section 7.01 10.01, 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 receives or until a date mutually agreed upon by the resignation 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 Master "Successor Servicer"), and such Successor Servicer evidenced shall accept its appointment by an Opinion of Counsel pursuant a written assumption in a form acceptable to Section 6.04the 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 108 with Sections 3.01(b) and 8.07. Notwithstanding the foregoing, the Trustee shall, if it is legally unable so to act, petition a court of competent jurisdiction to appoint any established institution qualifying as an Eligible Servicer as the Successor 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 Master Servicer in its capacity as master servicer with respect to servicing functions under this Agreement and the transactions set forth or provided for herein and shall have the rights and powers and be subject to all the responsibilities, duties and liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof hereof, and all references in its capacity as such successor shall have the same limitation of liability herein granted this Agreement to the Master Servicer. In the event that the Trustee is succeeding Servicer shall be deemed to refer to the Master Servicer as the Master Successor Servicer, as compensation therefor. (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 receive monthly appoint any Eligible Servicer submitting such portion a bid as a Successor Servicer for servicing compensation not in excess of the Master aggregate Servicing Fee, together with such other servicing compensation as is agreed to at such time by Fees for all Series plus the Trustee and the Master Servicer, but in no event more than 25% thereof until the date of final cessation sum of the Master Servicer's servicing activities hereunder. Notwithstanding the above, the Trustee may, if it shall be unwilling amounts with respect to so act, or shall, if it is unable each Series and with respect to so act or each Distribution Date equal to obtain a qualifying bid as described below, appoint, or petition a court any Collections of competent jurisdiction Finance Charge Receivables allocable to appoint, any housing and home finance institution, bank or mortgage servicing institution having a net worth Investor Certificateholders of not less than $10,000,000 and meeting such other standards for a successor servicer as Series which are set forth herein, as the successor payable to the Master Servicer hereunder Holders of the Transferor Certificates after payment of all amounts owing to the Investor Certificateholders of such Series with respect to such Distribution Date or required to be deposited in the assumption applicable Series Accounts with respect to such Distribution Date and any amounts required to be paid to any Series Enhancer for such Series with respect to such Distribution Date pursuant to the terms of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunderEnhancement Agreement; provided, however, that until such a successor master servicer is appointed and has assumed the responsibilities, duties and liabilities Holders of the Master 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 Universal (or any Successor Servicer) is terminated as Servicer hereunder, the Trustee portion of the Collections in respect of Finance Charge Receivables that the Transferor is entitled to receive pursuant to this Agreement or any Supplement shall continue be reduced by an amount sufficient to pay the Transferor's share of the compensation of the Successor Servicer. 109 (d) All authority and power granted to the Successor Servicer under this Agreement shall automatically cease and terminate upon termination of the Trust pursuant to Section 12.01, 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 Universal Bank 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 Universal Bank information of any kind which the Successor Servicer deems to be confidential, Universal Bank shall be required to enter into such customary licensing and confidentiality agreements as the successor Successor Servicer shall deem necessary to the Master Servicer as provided above. The compensation of any successor master servicer so appointed shall not exceed the compensation specified in Section 6.05protect its interests.

Trustee to Act; Appointment of Successor. When On and after the time a Servicer or the Master Servicer receives a notice of termination pursuant to Section 7.01 or of this Agreement, the Trustee receives the resignation of the Master Servicer evidenced by an Opinion of Counsel or a successor servicer appointed pursuant to Section 6.047.01, subject to and to the Trustee extent provided herein, either shall be the successor in all respects to a Servicer or the Master Servicer Servicer, but only in its capacity as servicer or master servicer under this Agreement Agreement, respectively, and not in any other, and the transactions set forth herein or provided for herein shall appoint a successor servicer or successor master servicer, and in either event such successor servicer or successor master servicer shall have the rights and powers and be subject to all the responsibilities, duties and liabilities relating thereto placed on such Servicer or the Master Servicer Servicer, respectively, by the terms and provisions hereof and in its capacity as such successor shall have applicable law including the same limitation of liability herein granted obligation to the Master Servicermake Advances pursuant to Section 4.01. In the event that the Trustee is succeeding to the Master Servicer as the Master Servicer, as As compensation therefor, the Trustee successor servicer shall be entitled to receive monthly all funds relating to the related Mortgage Loans that the terminated Servicer or Master Servicer would have been entitled to charge to a Collection Account, provided that the terminated Servicer or Master Servicer shall nonetheless be entitled to payment or reimbursement as provided in Section 3.09(a) to the extent that such portion payment or reimbursement relates to the period prior to the completion of the Master Servicing Fee, together with such other transfer of servicing compensation as is agreed to at such time by the Trustee and the Master Servicer, but in no event more than 25% thereof until the date of final cessation of the Master Servicer's servicing activities hereundera successor servicer. Notwithstanding the aboveforegoing, if the Trustee has become the successor to the terminated Servicer or Master Servicer in accordance with Section 7.01, the Trustee may, if it shall be unwilling to so act, or shall, if it is prohibited by applicable law from making Advances pursuant to 4.01 hereof, or if it is otherwise unable to so act or to obtain a qualifying bid as described belowact, appoint, or petition a court of competent jurisdiction to appoint, any housing and home finance institution, bank or established mortgage loan servicing institution having a net worth the appointment of which does not less than $10,000,000 and meeting such other standards for a successor servicer as are set forth hereinadversely affect the then current rating of the Certificates by each Rating Agency, as the successor to the terminated Servicer or Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of such Servicer or the Master Servicer hereunder; provided. Any successor to a Servicer or the Master Servicer shall be an institution which is a FNMA or FHLMC approved seller/servicer in good standing, howeverwhich has a net worth of at least $10,000,000, that until which is willing to service the related Mortgage Loans and which executes and delivers to the Depositor and the Trustee an agreement accepting such a successor master servicer is appointed delegation and has assumed assignment, containing an assumption by such Person of the rights, powers, duties, responsibilities, duties obligations and liabilities of such Servicer or the Master Servicer (other than liabilities of that Servicer or the Master Servicer under Section 6.03 hereof incurred prior to termination of a Servicer or the Master Servicer, respectively, under Section 7.01 hereunder), with like effect as if originally named as a party to this Agreement; 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 as a result of such assignment and delegation. Any successor servicer appointed by DLJMC shall be rated as a servicer of subprime mortgage loans as “average” (or its equivalent) or better by each Rating Agency that maintains a servicer rating system. Pending appointment of a successor to a Servicer or the Master Servicer hereunder, the Trustee shall continue as the or other successor servicer or successor master servicer unless such entity is prohibited by law from so acting, shall, subject to the Master Servicer limitations described herein, act in such capacity as provided abovehereinabove provided. The In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on the related Mortgage Loans as it and such successor shall agree; provided, however, that no such compensation shall be in excess of a servicing fee rate of 0.50% per annum. To the extent that the compensation of any successor to WFBNA 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 or successor master servicer so appointed shall not exceed be deemed to be in default by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the compensation specified failure of the terminated Servicer or Master Servicer to deliver or provide, or any delay in Section 6.05delivering or providing, any cash, information, documents or records to it. Any successor to a Servicer or shall give notice to the Mortgagors of such change of servicer. Any successor to a Servicer or the Master Servicer shall, during the term of its service as a Servicer or the Master Servicer maintain in force the policy or policies of the type that such Servicer or the Master Servicer is required to maintain pursuant to this Agreement. In connection with the termination or resignation of a Servicer hereunder, either (i) the successor Servicer, including the Trustee if the Trustee is acting as successor Servicer, shall represent and 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. When On and after the Master time the Servicer receives notice of termination a Servicer Termination Notice pursuant to Section 7.01 or the Trustee receives the resignation of the Master Servicer evidenced by an Opinion of Counsel pursuant to Section 6.049.01, the Trustee shall without further action be the successor in all respects to the Master terminated Servicer in its capacity as master servicer Servicer under this Master Agreement, the Master Sale Agreement and each Series Related Document and the transactions set forth or provided for herein and therein and shall have the rights and powers and be subject to all the responsibilities, duties and liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof and thereof; provided, however, that (a) the Trustee shall be permitted in its capacity as such successor sole discretion, but shall have no obligation, to make any Servicer Advances and (b) the same limitation Trustee shall not be liable for any acts or omissions of liability herein granted to the terminated Servicer or for any breach by either the terminated Servicer or the Originator of any of their respective representations and warranties contained herein, in the Master ServicerSale Agreement, in any other Series Related Document or in any related document or agreement. In the event that the Trustee is succeeding to the Master As compensation for acting as Servicer as the Master Servicer, as compensation thereforhereunder, the Trustee shall be entitled to receive monthly such portion the payment of the Servicer Fee and other compensation (whether payable out of the Master Servicing Fee, together with Facility Account or otherwise) as the terminated Servicer would have been entitled to hereunder if no such other servicing compensation as is agreed to at such time by the Trustee and the Master Servicer, but in no event more than 25% thereof until the date of final cessation of the Master Servicer's servicing activities hereunderServicer Termination Notice had been given. Notwithstanding the aboveforegoing, the Trustee maymay or, if it upon the direction of a majority in aggregate principal amount of Notes Outstanding, shall be unwilling appoint any servicing entity acceptable to so act, or shall, if it is unable designated by a majority in aggregate principal amount of Notes Outstanding to so act or to obtain a qualifying bid as described below, appoint, or petition a court of competent jurisdiction to appoint, any housing and home finance institution, bank or mortgage servicing institution having a net worth of not less than $10,000,000 and meeting such other standards for a successor servicer as are set forth herein, as the successor to the Master Servicer hereunder in the assumption of and to assume (prospectively) all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder, provided that any such servicing entity has a net worth of, or is a member of a consolidated group of entities which has a net worth of, not less than $20,000,000 and whose regular business includes the servicing of receivables of a similar nature to the Contracts and the Equipment. In connection with such appointment and assumption, the Trustee may make such arrangements for the payment of a Servicer Fee to such successor Servicer in such an amount as the Trustee and such successor Servicer shall agree; provided, however, that until except as set forth in the immediately succeeding paragraph no such agreed upon Servicer Fee shall be in excess of the Servicer Fee then being received by the Servicer; and provided further that in no event shall the Trustee be liable to any successor Servicer for the Servicer Fee or any additional amounts payable to such successor Servicer, either pursuant to this Master Agreement, any Series Related Document or otherwise. The Trustee and such successor 50 57 Servicer shall take such action, consistent with this Master Agreement, as shall be necessary to effectuate any such succession. Notwithstanding the foregoing, if the Trustee is not legally permitted to act as Servicer under any applicable law and the Trustee is unable to engage a successor master servicer is appointed and has assumed Servicer willing to act as Servicer for a fee equal to or less than the responsibilities, duties and liabilities Servicer Fee then being received by the Servicer then the Trustee may solicit bids from not less than three entities currently engaged in businesses similar to that of the Master Originator (at the time of the origination of the Contracts) or providing servicing services similar to that of the Servicer hereunderwhich, in either case, are qualified to act as successor Servicer pursuant to this Section 9.02 and appoint the Trustee shall continue qualified entity submitting the proposal to act as successor Servicer for the successor lowest fee, even if such fee exceeds the Servicer Fee as calculated by reference to the Master Original Servicer Fee Rate (such higher fee being an "Increased Servicer Fee") and the difference between such Increased Servicer Fee and the Original Servicer Fee shall be the "Increased Servicer Fee Differential". Any Increased Servicer Fee Differential shall be payable in the manner and with the priority set forth in each of the Series Supplements solely out of funds available for such purpose; provided, that any such Increased Servicer Fee Differential not paid when due as provided above. The compensation a result of there not being sufficient available funds therefor on any successor master servicer so appointed Payment Date shall not exceed be payable on any future Payment Date to the compensation specified in Section 6.05extent amounts are then available for the payment thereof.

Trustee to Act; Appointment of Successor. When (a) On and after the Master receipt by the Servicer receives notice of termination a Termination Notice pursuant to Section 7.01 10.01, 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 receives or until a date mutually agreed upon by the resignation 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 Master “Successor Servicer”), and such Successor Servicer evidenced shall accept its appointment by an Opinion of Counsel pursuant a written assumption in a form acceptable to Section 6.04the 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 Section 3.01(b) and 8.07. Notwithstanding the foregoing, the Trustee shall, if it is legally unable so to act, petition a court of competent jurisdiction to appoint any established institution having a net worth of not less than $100,000,000 and whose regular business includes the servicing of “VISA,” “MasterCard” and “American Express” credit card receivables as the Successor 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 Master Servicer in its capacity as master servicer with respect to servicing functions under this Agreement and the transactions set forth or provided for herein and shall have the rights and powers and be subject to all the responsibilities, duties and liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof hereof, and all references in its capacity as such successor shall have the same limitation of liability herein granted this Agreement to the Master Servicer. In the event that the Trustee is succeeding Servicer shall be deemed to refer to the Master Servicer as the Master Successor Servicer, as compensation therefor, the Trustee shall be entitled to receive monthly such portion of the Master Servicing Fee, together with such other servicing compensation as is agreed to at such time by the Trustee and the Master Servicer, but in no event more than 25% thereof until the date of final cessation of the Master Servicer's servicing activities hereunder. Notwithstanding the aboveforegoing, any provision of this Agreement which requires the Trustee mayServicer to make a deposit into the Collection Account not later than 12:00 noon, if it New York City time, on a Distribution Date shall be unwilling deemed to so act, or shall, if it is unable require a Successor Servicer to so act or to obtain a qualifying bid as described below, appoint, or petition a court of competent jurisdiction to appoint, any housing and home finance institution, bank or mortgage servicing institution having a net worth of not less than $10,000,000 and meeting make such other standards for a successor servicer as are set forth herein, as deposit into the successor to Collection Account on the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; provided, however, that until Transfer Date immediately preceding such a successor master servicer is appointed and has assumed the responsibilities, duties and liabilities of the Master Servicer hereunder, the Trustee shall continue as the successor to the Master Servicer as provided above. The compensation of any successor master servicer so appointed shall not exceed the compensation specified in Section 6.05Distribution Date.

Trustee to Act; Appointment of Successor. When (a) On and after the Master receipt by the Servicer receives notice of termination a Termination Notice pursuant to Section 7.01 10.01, 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 receives and the resignation Transferor or until a date mutually agreed upon by the Servicer, the Transferor 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 Master "Successor Servicer"), and such Successor Servicer evidenced shall accept its appointment by an Opinion of Counsel pursuant a written assumption in a form acceptable to Section 6.04the Trustee and the Transferor. 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 of the Trustee or agent in accordance with Sections 3.01(b) and 8.07. Notwithstanding the foregoing, the Trustee shall, if it is legally unable so to act, petition a court of competent jurisdiction to appoint any established institution having a net worth of not less than $50,000,000 and whose regular business includes the servicing of credit card receivables and who has the ability to service the Receivables as the Successor Servicer hereunder. The Trustee shall give prompt notice to the Transferor, each Rating Agency and each Series Enhancer entitled thereto pursuant to the applicable Supplement upon the appointment of a Successor Servicer. (b) Upon its appointment, the Successor Servicer shall be the successor in all respects to the Master Servicer in its capacity as master servicer with respect to servicing functions under this Agreement and the transactions set forth or provided for herein and shall have the rights and powers and be subject to all the responsibilities, duties and liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof hereof, and all references in its capacity as such successor shall have the same limitation of liability herein granted this Agreement to the Master Servicer. In the event that the Trustee is succeeding Servicer shall be deemed to refer to the Master Servicer as the Master Successor Servicer, as compensation therefor. (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 receive monthly appoint any Eligible Servicer submitting such portion a bid as a Successor Servicer for servicing compensation not in excess of the Master aggregate Servicing Fee, together with such other servicing compensation as is agreed to at such time by the Trustee and the Master Servicer, but in no event more than 25% thereof until the date of final cessation of the Master Servicer's servicing activities hereunder. Notwithstanding the above, the Trustee may, if it shall be unwilling to so act, or shall, if it is unable to so act or to obtain a qualifying bid as described below, appoint, or petition a court of competent jurisdiction to appoint, any housing and home finance institution, bank or mortgage servicing institution having a net worth of not less than $10,000,000 and meeting such other standards Fees for a successor servicer as are set forth herein, as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunderSeries; provided, however, that until such a successor master servicer is appointed and has assumed the responsibilities, duties and liabilities Transferor shall be responsible for payment of the Master Transferor's portion of such aggregate Servicing Fees and that no such monthly compensation paid out of Collections shall be in excess of such aggregate Servicing Fees. Each holder of a Transferor Certificate agrees that, if Capital One (or any Successor Servicer) is terminated as Servicer hereunder, the Trustee portion of the Collections in respect of Finance Charge Receivables that the Transferor is entitled to receive pursuant to this Agreement or any Supplement shall continue be reduced by an amount sufficient to pay the Transferor's share (determined by reference to the Supplements with respect to any outstanding Series) of the compensation of the Successor Servicer. (d) All authority and power granted to the Servicer under this Agreement shall automatically cease and terminate upon termination of the Trust pursuant to Section 12.01 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 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 Servicer agrees to cooperate with the Transferor in effecting the termination of the responsibilities and rights of the Servicer to conduct servicing on the Receivables. The Servicer shall transfer its electronic records relating to the Receivables to the Transferor in such electronic form as the successor Transferor may reasonably request and shall transfer all other records, correspondence and documents to the Master Transferor in the manner and at such times as the Transferor shall reasonably request. To the extent that compliance with this Section 10.02 shall require the Servicer as provided above. The compensation to disclose to the Transferor information of any successor master servicer so appointed kind which the Servicer deems to be confidential, the Transferor shall not exceed be required to enter into such customary licensing and confidentiality agreements as the compensation specified in Section 6.05Servicer shall deem necessary to protect its interests.

Trustee to Act; Appointment of Successor. When (a) Within 90 days of the time the Master Servicer (and the Trustee, if notice is sent by the Holders) receives a notice of termination pursuant to Section 7.01 or the Trustee receives the resignation of the Master Servicer evidenced by an Opinion of Counsel pursuant to Section 6.04, the Trustee (or such other successor Master Servicer as is acceptable to the Guarantor and approved in accordance with this Agreement) shall be the successor in all respects to the Master Servicer in its capacity as master servicer under this Agreement and the transactions set forth or provided for herein and shall have the rights and powers and be subject to all the responsibilities, duties and liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof arising on and after its succession. Notwithstanding the foregoing, the parties hereto agree that the Trustee, in its capacity as such successor shall have the same limitation of liability herein granted to the Master Servicer. In , immediately will assume all of the event that the Trustee is succeeding to obligations of the Master Servicer to make Advances. Notwithstanding the foregoing, the Trustee, in its capacity as the successor Master Servicer, as shall not be responsible for the lack of information and/or documents that it cannot obtain through reasonable efforts. As compensation therefor, immediately upon assumption of the obligations to make Advances, in its capacity as successor Master Servicer, the Trustee (or such other successor Master Servicer) shall be entitled to receive monthly such portion of compensation as the Master Servicing Fee, together with Servicer would have been entitled to hereunder if no such other servicing compensation as is agreed to at such time by the Trustee and the Master Servicer, but in no event more than 25% thereof until the date notice of final cessation of the Master Servicer's servicing activities hereundertermination had been given. Notwithstanding the above, (i) if the Trustee may, if it shall be is unwilling to act as successor Master Servicer or (ii) if the Trustee is legally unable so to act, or shall, if it is unable to so act or to obtain a qualifying bid as described below, appoint, the Trustee shall appoint or petition a court of competent jurisdiction to appoint, any established housing and home finance institution, bank or other mortgage servicing institution loan or home equity loan master servicer having a net worth of not less than $10,000,000 and meeting such other standards for a successor servicer as are set forth herein, 50,000,000 as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; provided, howeverthat the appointment of any such successor Master Servicer shall be approved by the Guarantor, as evidenced by the Guarantor's prior written consent; provided further, that until in connection with the appointment of such successor Master Servicer hereunder, the Guarantor shall consult with the NIMS Insurer, but the decision to appoint a successor master servicer is appointed and has assumed Master Servicer shall remain in the responsibilities, duties and liabilities Guarantor's sole discretion. Pending appointment of a successor to the Master Servicer hereunder, unless the Trustee is prohibited by law from so acting, the Trustee shall continue act in such capacity as hereinabove provided. In connection with such appointment and assumption, the successor shall be entitled to receive compensation out of payments on Mortgage Loans in an amount equal to the compensation which the Master Servicer would otherwise have received pursuant to Section 3.18 (or such other compensation as the Trustee and such successor shall agree, not to exceed the Servicing Fee). The appointment of a successor Master Servicer shall not affect any liability of the predecessor Master Servicer which may have arisen under this Agreement prior to its termination as Master Servicer to pay any deductible under an insurance policy pursuant to Section 3.10 or to indemnify the Seller, the Depositor, the Trustee, the Guarantor, the NIMS Insurer and each Certificateholder pursuant to Section 6.03, nor shall any successor Master Servicer be liable for any acts or omissions of the predecessor Master Servicer or for any breach by such Master Servicer of any of its representations or warranties contained herein or in any related document or agreement. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. All Servicing Transfer Costs shall be paid by the predecessor Master Servicer upon presentation of reasonable documentation of such costs, and if such predecessor Master Servicer defaults in its obligation to pay such costs, such costs shall be paid by the successor Master Servicer or the Trustee (in which case the successor Master Servicer or the Trustee, as applicable, shall be entitled to reimbursement therefor from the assets of the Trust Fund). Any indemnification from the Trust Fund, as contemplated above, shall be payable by the Trust Fund in the manner set forth in Section 3.05(a)(ix); provided, however, that the dollar limit set forth in such section shall not be applicable if the appointment of a successor is made through a court proceeding or if the predecessor master servicer is subject to any insolvency, bankruptcy, reorganization, receivership or similar proceeding and the court having jurisdiction over such a proceeding has determined that the "automatic stay" provisions of section 362 of Title 11 of the U.S. Code or similar provisions are applicable to this Agreement and has not appointed or approved a successor master servicer or has ordered the Trustee to take action under this Agreement, which will cause the Trustee to incur expenses, disbursements or advances under this Agreement. (b) Any successor, including the Trustee, to the Master Servicer as provided abovemaster servicer shall during the term of its service as master servicer continue to service and administer the Mortgage Loans for the benefit of Certificateholders and the Guarantor, and maintain in force a policy or policies of insurance covering errors and 108 omissions in the performance of its obligations as Master Servicer hereunder and a Fidelity Bond in respect of its officers, employees and agents to the same extent as the Master Servicer is so required pursuant to Section 3.10. (c) If the Master Servicer is terminated pursuant to Section 7.01, then the successor Master Servicer shall not be permitted to reimburse itself directly for Advances or Servicing Advances under Section 3.05(a)(ii) or Section 3.05(a)(iii) if the Master Servicer has not been fully reimbursed for its Advances and Servicing Advances, but instead the successor Master Servicer shall include such amounts in the applicable remittance to the Trustee made pursuant to Section 3.04(g) to the extent of amounts on deposit in the Collection Account on the related Master Servicer Remittance Date. The compensation Trustee is hereby authorized to pay to the terminated Master Servicer (or the related Advancing Person in accordance with Section 3.23) and the successor Master Servicer, as applicable, reimbursements for Advances and Servicing Advances from the Distribution Account to the same extent each such Master Servicer would have been permitted to reimburse itself for such Advances and/or Servicing Advances in accordance with Section 3.05(a)(ii) or Section 3.05(a)(iii), as the case may be. All Advances and Servicing Advances made pursuant to the terms of any this Agreement shall be deemed made and shall be reimbursed on a "first in-first out" (FIFO) basis. At such time as the Master Servicer has been reimbursed for all Advances and Servicing Advances made by it, the successor master servicer so appointed Master Servicer shall not exceed no longer be required to remit in accordance with the compensation specified first sentence of this Section 7.02(c) and shall then be permitted to reimburse itself directly for Advances and Servicing Advances in accordance with Section 6.053.05(a)(ii) or Section 3.05(a)(iii).

Trustee to Act; Appointment of Successor. When the Master Servicer receives notice of termination pursuant to Section 7.01 or the Trustee or the Trust Administrator receives the resignation of the Master Servicer evidenced by an Opinion of Counsel pursuant to Section 6.04, the Trust Administrator on behalf of the Trustee shall be the successor in all respects to the Master Servicer in its capacity as master servicer under this Agreement and the transactions set forth or provided for herein and shall have the rights and powers and be subject to all the responsibilities, duties and liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof and in its capacity as such successor shall have the same limitation of liability herein granted to the Master Servicer. In the event that the Trustee Trust Administrator is succeeding to the Master Servicer as the Master Servicer, as compensation therefor, the Trustee Trust Administrator shall be entitled to receive monthly such portion of the Master Servicing Fee, together with such other servicing compensation as is agreed to at such time by the Trustee Trust Administrator and the Master Servicer, but in no event more than 25% thereof until the date of final cessation of the Master Servicer's servicing activities hereunder. Notwithstanding the above, the Trustee Trust Administrator may, if it shall be unwilling to so act, or shall, if it is unable to so act or to obtain a qualifying bid as described below, appoint, or petition a court of competent jurisdiction to appoint, any housing and home finance institution, bank or mortgage servicing institution having a net worth of not less than $10,000,000 and meeting such other standards for a successor servicer as are set forth herein, as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; provided, however, that until such a successor master servicer is appointed and has assumed the responsibilities, duties and liabilities of the Master Servicer hereunder, the Trustee Trust Administrator shall continue as the successor to the Master Servicer as provided above. The compensation of any successor master servicer so appointed shall not exceed the compensation specified in Section 6.05 hereof. In the event the Trust Administrator is required to solicit bids as provided above, the Trust Administrator shall solicit, by public announcement, bids from housing and home finance institutions, banks and mortgage servicing institutions meeting the qualifications set forth in the preceding sentence for the purchase of the master servicing functions. Such public announcement shall specify that the successor master servicer shall be entitled to the full amount of the Master Servicing Fee as compensation together with the other servicing compensation in the form of late reporting fees or otherwise as provided in Section 6.05. Within 30 days after any such public announcement, the Trust Administrator shall negotiate and effect the sale, transfer and assignment of the master servicing rights and responsibilities hereunder to the qualified party submitting the highest qualifying bid. The Trust Administrator shall deduct all costs and expenses of any public announcement and of any sale, transfer and assignment of the servicing rights and responsibilities hereunder from any sum received by the Trust Administrator from the successor to the Master Servicer in respect of such sale, transfer and assignment. After such deductions, the remainder of such sum shall be paid by the Trust Administrator to the Master Servicer at the time of such sale, transfer and assignment to the Master Servicer's successor. The Trust Administrator and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. The Master Servicer agrees to cooperate with the Trust Administrator and any successor servicer in effecting the termination of the Master Servicer's servicing responsibilities and rights hereunder and shall promptly provide the Trust Administrator or such successor master servicer, as applicable, all documents and records reasonably requested by it to enable it to assume the Master Servicer's function hereunder and shall promptly also transfer to the Trust Administrator or such successor master servicer, as applicable, all amounts which then have been or should have been deposited in the Certificate Account by the Master Servicer or which are thereafter received by the Master Servicer with respect to the Mortgage Loans. Neither the Trust Administrator nor any other successor master servicer shall be deemed to be in default hereunder by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof caused by (i) the failure of the Master Servicer to deliver, or any delay in delivering, cash, documents or records to it, or (ii) restrictions imposed by any regulatory authority having jurisdiction over the Master Servicer. Notwithstanding anything to the contrary contained in Section 7.01 above or this Section 7.05, the Master Servicer shall retain all of its rights and responsibilities hereunder, and no successor (including the Trust Administrator) shall succeed thereto, if the assumption thereof by such successor would cause the rating assigned to any Certificates to be revoked, downgraded or placed on credit review status (other than for possible upgrading) by either Rating Agency and the retention thereof by the Master Servicer would avert such revocation, downgrading or review.

Trustee to Act; Appointment of Successor. When (a) Within 90 days of the time the Master Servicer (and the Trustee, if notice is sent by the Holders) receives a notice of termination pursuant to Section 7.01 or the Trustee receives the resignation of the Master Servicer evidenced by an Opinion of Counsel pursuant to Section 6.04, the Trustee (or such other successor Master Servicer as is acceptable to the Guarantor and approved in accordance with this Agreement) shall be the successor in all respects to the Master Servicer in its capacity as master servicer under this Agreement and the transactions set forth or provided for herein and shall have the rights and powers and be subject to all the responsibilities, duties and liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof arising on and after its succession. Notwithstanding the foregoing, the parties hereto agree that the Trustee, in its capacity as such successor shall have the same limitation of liability herein granted to the Master Servicer. In , immediately will assume all of the event that the Trustee is succeeding to obligations of the Master Servicer to make Advances. Notwithstanding the foregoing, the Trustee, in its capacity as the successor Master Servicer, as shall not be responsible for the lack of information and/or documents that it cannot obtain through reasonable efforts. As compensation therefor, immediately upon assumption of the obligations to make Advances, in its capacity as successor Master Servicer, the Trustee (or such other successor Master Servicer) shall be entitled to receive monthly such portion of compensation as the Master Servicing Fee, together with Servicer would have been entitled to hereunder if no such other servicing compensation as is agreed to at such time by the Trustee and the Master Servicer, but in no event more than 25% thereof until the date notice of final cessation of the Master Servicer's servicing activities hereundertermination had been given. Notwithstanding the above, (i) if the Trustee may, if it shall be is unwilling to act as successor Master Servicer or (ii) if the Trustee is legally unable so to act, or shall, if it is unable to so act or to obtain a qualifying bid as described below, appoint, the Trustee shall appoint or petition a court of competent jurisdiction to appoint, any established housing and home finance institution, bank or other mortgage servicing institution loan or home equity loan master servicer having a net worth of not less than $10,000,000 and meeting such other standards for a successor servicer as are set forth herein, 50,000,000 as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; provided, howeverthat the appointment of any such successor Master Servicer shall be approved by the Guarantor, as evidenced by the Guarantor's prior written consent; provided further, that until in connection with the appointment of such successor Master Servicer hereunder, the Guarantor shall consult with the NIMS Insurer, but the decision to appoint a successor master servicer is appointed and has assumed Master Servicer shall remain in the responsibilities, duties and liabilities Guarantor's sole discretion. Pending appointment of a successor to the Master Servicer hereunder, unless the Trustee is prohibited by law from so acting, the Trustee shall continue act in such capacity as hereinabove provided. In connection with such appointment and assumption, the successor shall be entitled to receive compensation out of payments on Mortgage Loans in an amount equal to the compensation which the Master Servicer would otherwise have received pursuant to Section 3.18 (or such other compensation as the Trustee and such successor shall agree, not to exceed the Servicing Fee). The appointment of a successor Master Servicer shall not affect any liability of the predecessor Master Servicer which may have arisen under this Agreement prior to its termination as Master Servicer to pay any deductible under an insurance policy pursuant to Section 3.10 or to indemnify the Seller, the Depositor, the Trustee, the Guarantor, the NIMS Insurer and each Certificateholder pursuant to Section 6.03, nor shall any successor Master Servicer be liable for any acts or omissions of the predecessor Master Servicer or for any breach by such Master Servicer of any of its representations or warranties contained herein or in any related document or agreement. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. All Servicing Transfer Costs shall be paid by the predecessor Master Servicer upon presentation of reasonable documentation of such costs, and if such predecessor Master Servicer defaults in its obligation to pay such costs, such costs shall be paid by the successor Master Servicer or the Trustee (in which case the successor Master Servicer or the Trustee, as applicable, shall be entitled to reimbursement therefor from the assets of the Trust Fund). Any indemnification from the Trust Fund, as contemplated above, shall be payable by the Trust Fund in the manner set forth in Section 3.05(a)(ix); provided, however, that the dollar limit set forth in such section shall not be applicable if the appointment of a successor is made through a court proceeding or if the predecessor master servicer is subject to any insolvency, bankruptcy, reorganization, receivership or similar proceeding and the court having jurisdiction over such a proceeding has determined that the "automatic stay" provisions of section 362 of Title 11 of the U.S. Code or similar provisions are applicable to this Agreement and has not appointed or approved a successor master servicer or has ordered the Trustee to take action under this Agreement, which will cause the Trustee to incur expenses, disbursements or advances under this Agreement. (b) Any successor, including the Trustee, to the Master Servicer as provided abovemaster servicer shall during the term of its service as master servicer continue to service and administer the Mortgage Loans for the benefit of Certificateholders and the Guarantor, and maintain in force a policy or policies of insurance covering errors and 106 omissions in the performance of its obligations as Master Servicer hereunder and a Fidelity Bond in respect of its officers, employees and agents to the same extent as the Master Servicer is so required pursuant to Section 3.10. (c) If the Master Servicer is terminated pursuant to Section 7.01, then the successor Master Servicer shall not be permitted to reimburse itself directly for Advances or Servicing Advances under Section 3.05(a)(ii) or Section 3.05(a)(iii) if the Master Servicer has not been fully reimbursed for its Advances and Servicing Advances, but instead the successor Master Servicer shall include such amounts in the applicable remittance to the Trustee made pursuant to Section 3.04(g) to the extent of amounts on deposit in the Collection Account on the related Master Servicer Remittance Date. The compensation Trustee is hereby authorized to pay to the terminated Master Servicer (or the related Advancing Person in accordance with Section 3.23) and the successor Master Servicer, as applicable, reimbursements for Advances and Servicing Advances from the Distribution Account to the same extent each such Master Servicer would have been permitted to reimburse itself for such Advances and/or Servicing Advances in accordance with Section 3.05(a)(ii) or Section 3.05(a)(iii), as the case may be. All Advances and Servicing Advances made pursuant to the terms of any this Agreement shall be deemed made and shall be reimbursed on a "first in-first out" (FIFO) basis. At such time as the Master Servicer has been reimbursed for all Advances and Servicing Advances made by it, the successor master servicer so appointed Master Servicer shall not exceed no longer be required to remit in accordance with the compensation specified first sentence of this Section 7.02(c) and shall then be permitted to reimburse itself directly for Advances and Servicing Advances in accordance with Section 6.053.05(a)(ii) or Section 3.05(a)(iii).

Trustee to Act; Appointment of Successor. When (a) Upon (i) in the case of a termination of the Master Servicer, the receipt by the Master Servicer receives notice of termination a Termination Notice pursuant to Section 7.01 6.01 or (ii) in the Trustee receives the case of a resignation of the Master Servicer, notification by the Master Servicer evidenced by an Opinion to the Trustee, the Company and each Funding Agent in writing of Counsel its resignation pursuant to Section 6.045.03 (the “Resignation Notice”), the Master Servicer shall continue to perform all servicing functions under the Pooling and Servicing Agreements until (1) in the case of a termination of the Master Servicer, the earlier of (A) the date on which the Liquidation Servicer is appointed in accordance with Section 6.02(b) and (B) the date occurring five (5) Business Days after delivery of the Termination Notice by the Trustee to the Master Servicer or, (2) in the case of a resignation of the Master Servicer, the earlier of (X) the date on which a Successor Master Servicer accepts its appointment and (Y) 60 days after the delivery of such Resignation Notice, as the case may be. In the case of a resignation of the Master Servicer, upon the receipt by the Trustee of a Resignation Notice, the Trustee shall endeavor to appoint an eligible Successor Master Servicer subject to the consent of each Funding Agent (the “Successor Master Servicer”) and such Successor Master Servicer shall accept its appointment by a written assumption in a form acceptable to the Trustee. (b) In the case of a resignation of the Master Servicer, in the event that a Successor Master Servicer has not been appointed or has not accepted its appointment at the time when the Master Servicer ceases to act as Master Servicer and in the case of the termination of the Master Servicer, the Trustee, without further action, shall in each case notify the Liquidation Servicer (in the case of a termination, concurrent with giving the Termination Notice) to activate the commencement of servicing by the Liquidation Servicer and to establish the Liquidation Servicer Commencement Date. The Liquidation Servicer’s duties and services (both before and after the Liquidation Servicer Commencement Date) shall be as provided in Schedule 4. Notwithstanding any other provision to the contrary in this Agreement or any other Transaction Document, the Liquidation Servicer’s obligations, responsibilities and liability will be solely as specified and subject to the terms set out in Schedule 4. (c) Upon its appointment, the Successor Master Servicer shall be the successor in all respects to the Master Servicer in its capacity and each Local Servicer with respect to servicing functions under the Pooling and Servicing Agreements (with such changes as master servicer under this Agreement are agreed to between such Successor Master Servicer and the transactions set forth Company (with the consent of the Funding Agent(s) representing Holders of more than 50% of the Aggregate Invested Amount) or provided for herein the Company and the Trustee) and shall have the rights and powers and be subject to all the responsibilities, duties and liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof hereof, and all references in any Pooling or Servicing Agreement to the Master Servicer shall be deemed to refer to such Successor Master Servicer. The Successor Master Servicer shall not be liable for, and the replaced Master Servicer shall indemnify the Successor Master Servicer against costs incurred by the Successor Master Servicer as a result of, any acts or omissions of such replaced Master Servicer or any events or occurrences occurring prior to the Successor Master Servicer’s acceptance of its capacity appointment as such successor shall have the same limitation of liability herein granted to the Master Servicer. In Any Successor Master Servicer shall manage the event servicing and administration of the Receivables in accordance with the Policies and the terms of the Pooling and Servicing Agreements. (d) The Company and the Trustee hereby agree that the Successor Master Servicer shall receive the Servicing Fee as its servicing compensation and that the Trustee is succeeding to the Master Servicer shall not be liable for any Servicing Fee differential arising as the a result of engaging a Successor Master Servicer, as compensation therefor, the Trustee shall be entitled to receive monthly such portion of the Master Servicing Fee, together with such other servicing compensation as is agreed to at such time by the Trustee and the Master Servicer, but in no event more than 25% thereof until the date of final cessation of the Master Servicer's servicing activities hereunder. Notwithstanding the above, the Trustee may, if it shall be unwilling to so act, or shall, if it is unable to so act or to obtain a qualifying bid as described below, appoint, or petition a court of competent jurisdiction to appoint, any housing and home finance institution, bank or mortgage servicing institution having a net worth of not less than $10,000,000 and meeting such other standards for a successor servicer as are set forth herein, as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; provided, however, that until such a successor master servicer is appointed and has assumed the responsibilities, duties and liabilities of the Master Servicer hereunder, the Trustee shall continue as the successor to the Master Servicer as provided above. The compensation of any successor master servicer so appointed shall not exceed the compensation specified in Section 6.05.

Trustee to Act; Appointment of Successor. When On and after the time any Master Servicer or Special Servicer resigns pursuant to Section 6.04(a) or receives a notice of termination pursuant to Section 7.01 or the Trustee receives the resignation of the Master Servicer evidenced by an Opinion of Counsel pursuant to Section 6.047.01, the Trustee shall shall, subject to Section 3.25, be the successor in all respects to the such Master Servicer or such Special Servicer, as the case may be, in its capacity as master servicer such under this Agreement and the transactions set forth or provided for herein and shall have the rights and powers and be subject to all the responsibilities, duties and liabilities relating thereto and arising thereafter placed on the such Master Servicer or such Special Servicer, as the case may be, by the terms and provisions hereof and in its capacity as hereof, including, if a Master Servicer is the resigning or terminated party, such successor shall have the same limitation of liability herein granted to the Master Servicer. In 's obligation to make Advances; provided, however, that (i) any failure to perform such duties or responsibilities caused by the event that failure of such Master Servicer or such Special Servicer, as the case may be, to cooperate or to provide information or monies as required by Section 7.01 shall not be considered a default by the Trustee is succeeding to hereunder and (ii) in the Master Servicer as the case of a terminated Master Servicer, the Trustee shall cease to act as successor Master Servicer if an alternative successor is appointed pursuant to Section 7.01(a). Neither the Trustee nor any other successor shall be liable for any of the representations and warranties of the resigning or terminated party or for any losses incurred by the resigning or terminated party pursuant to Section 3.06 hereunder nor shall the Trustee or any other successor be required to purchase any Mortgage Loan hereunder. As compensation therefor, the Trustee shall be entitled to receive monthly such portion of all fees and other compensation which the Master Servicing Fee, together with such other servicing compensation as is agreed resigning or terminated party would have been entitled to at such time by for future services rendered if the Trustee and the Master Servicer, but in no event more than 25% thereof until the date of final cessation of the Master Servicer's servicing activities resigning or terminated party had continued to act hereunder. Notwithstanding the above, the Trustee may, if it shall be is unwilling to so act, or shallthe Trustee may (and, if it is unable to so act act, or if the Trustee is not approved as an acceptable master servicer or special servicer, as the case may be, by each Rating Agency, or if the Holders of Certificates entitled to obtain a qualifying bid as described belowmajority of all the Voting Rights or the Controlling Class Representative or (solely in the case of the RREEF Textron Special Servicer) the RREEF Textron Controlling Party so request(s) in writing, the Trustee shall), subject to Section 3.25, promptly appoint, or petition a court of competent jurisdiction to appoint, any housing established and home finance institution, bank or mortgage servicing qualified institution having a net worth of not less than $10,000,000 and meeting such other standards for a successor servicer as are set forth herein, as the successor to the resigning or terminated Master Servicer or Special Servicer, as the case may be, hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the such Master Servicer or such Special Servicer, as the case may be, hereunder; provided, however, that until (i) such appointment does not result in an Adverse Rating Event with respect to any Class of Rated Certificates (as confirmed in writing to the Trustee by each Rating Agency); (ii) if such successor does not have a master servicer rating (in the case of a resigning or terminated Master Servicer) from Fitch that is not lower than "CMS2" or a special servicer rating (in the case of a resigning or terminated Special Servicer) from Fitch that is not lower than "CSS2", such successor is reasonably acceptable to the Controlling Class Representative and (iii) in the case of the RREEF Textron Special Servicer, such successor is reasonably acceptable to the RREEF Textron Controlling Party. No appointment of a successor master servicer is appointed and has assumed to any Master Servicer or Special Servicer hereunder shall be effective until the assumption by such successor of all its responsibilities, duties and liabilities of the Master Servicer hereunder, and pending such appointment and assumption, the Trustee shall continue act in such capacity as hereinabove provided. In connection with any such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor to out of payments on the Master Servicer Mortgage Loans or otherwise as provided aboveit and such successor shall agree; provided, however, that no such compensation shall be in excess of that permitted the resigning or terminated party hereunder. The compensation of 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 successor master servicer so appointed shall not exceed the compensation specified in Section 6.05such succession.

Trustee to Act; Appointment of Successor. When On and after the time a Servicer or the Master Servicer receives a notice of termination pursuant to Section 7.01 or of this Agreement, the Trustee receives the resignation of the Master Servicer evidenced by an Opinion of Counsel or a successor servicer appointed pursuant to Section 6.047.01, subject to and to the Trustee extent provided herein, either shall be the successor in all respects to a Servicer or the Master Servicer Servicer, but only in its capacity as servicer or master servicer under this Agreement Agreement, respectively, and not in any other, and the transactions set forth herein or provided for herein shall appoint a successor servicer or successor master servicer, and in either event such successor servicer or successor master servicer shall have the rights and powers and be subject to all the responsibilities, duties and liabilities relating thereto placed on such Servicer or the Master Servicer Servicer, respectively, by the terms and provisions hereof and in its capacity as such successor shall have applicable law including the same limitation of liability herein granted obligation to the Master Servicermake Advances pursuant to Section 4.01. In the event that the Trustee is succeeding to the Master Servicer as the Master Servicer, as As compensation therefor, the Trustee successor servicer shall be entitled to receive monthly all funds relating to the related Mortgage Loans that the terminated Servicer or Master Servicer would have been entitled to charge to a Collection Account, provided that the terminated Servicer or Master Servicer shall nonetheless be entitled to payment or reimbursement as provided in Section 3.09(a) to the extent that such portion payment or reimbursement relates to the period prior to the completion of the Master Servicing Fee, together with such other transfer of servicing compensation as is agreed to at such time by the Trustee and the Master Servicer, but in no event more than 25% thereof until the date of final cessation of the Master Servicer's servicing activities hereundera successor servicer. Notwithstanding the aboveforegoing, if the Trustee has become the successor to the terminated Servicer or Master Servicer in accordance with Section 7.01, the Trustee may, if it shall be unwilling to so act, or shall, if it is prohibited by applicable law from making Advances pursuant to 4.01 hereof, or if it is otherwise unable to so act or to obtain a qualifying bid as described belowact, appoint, or petition a court of competent jurisdiction to appoint, any housing and home finance institution, bank or established mortgage loan servicing institution having a net worth the appointment of which does not less than $10,000,000 and meeting such other standards for a successor servicer as are set forth hereinadversely affect the then current rating of the Certificates by each Rating Agency, as the successor to the terminated Servicer or Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of such Servicer or the Master Servicer hereunder; provided. Any successor to a Servicer or the Master Servicer shall be an institution which is a FNMA or FHLMC approved seller/servicer in good standing, howeverwhich has a net worth of at least $10,000,000, that until which is willing to service the related Mortgage Loans and which executes and delivers to the Depositor and the Trustee an agreement accepting such a successor master servicer is appointed delegation and has assumed assignment, containing an assumption by such Person of the rights, powers, duties, responsibilities, duties obligations and liabilities of such Servicer or the Master Servicer (other than liabilities of that Servicer or the Master Servicer under Section 6.03 hereof incurred prior to termination of a Servicer or the Master Servicer, respectively, under Section 7.01 hereunder), with like effect as if originally named as a party to this Agreement; 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 as a result of such assignment and delegation. Any successor servicer appointed by DLJMC shall be rated as a servicer of subprime mortgage loans as “average” (or its equivalent) or better by each Rating Agency that maintains a servicer rating system. Pending appointment of a successor to a Servicer or the Master Servicer hereunder, the Trustee shall continue as the or other successor servicer or successor master servicer unless such entity is prohibited by law from so acting, shall, subject to the Master Servicer limitations described herein, act in such capacity as provided abovehereinabove provided. The In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on the related Mortgage Loans as it and such successor shall agree; provided, however, that no such compensation shall be in excess of a servicing fee rate of 0.50% per annum. To the extent that the compensation of any successor to WFBNA or Ocwen is calculated using a rate exceeding the then-current rate used to calculate the WFBNA Servicing Fee Rate (as defined in the WFBNA Letter Agreement) 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 or successor master servicer so appointed shall not exceed be deemed to be in default by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the compensation specified failure of the terminated Servicer or Master Servicer to deliver or provide, or any delay in Section 6.05delivering or providing, any cash, information, documents or records to it. Any successor to a Servicer or shall give notice to the Mortgagors of such change of servicer. Any successor to a Servicer or the Master Servicer shall, during the term of its service as a Servicer or the Master Servicer maintain in force the policy or policies of the type that such Servicer or the Master Servicer is required to maintain pursuant to this Agreement. In connection with the termination or resignation of a Servicer hereunder, either (i) the successor Servicer, including the Trustee if the Trustee is acting as successor Servicer, shall represent and 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. When On and after the time the Master Servicer or the Special Servicer resigns pursuant to the first paragraph of Section 6.04 or receives a notice of termination pursuant to Section 7.01 or the Trustee receives the resignation of the Master Servicer evidenced by an Opinion of Counsel pursuant to Section 6.047.01, the Trustee shall be the successor in all respects to the Master Servicer or the Special Servicer, as the case may be, in its capacity as master servicer such under this Agreement and the transactions set forth or provided for herein and shall have the rights and powers and be subject to all the responsibilities, duties and liabilities relating thereto and arising thereafter placed on the Master Servicer or the Special Servicer, as the case may be, by the terms and provisions hereof and in its capacity as such successor shall have hereof, including, if the same limitation of liability herein granted to Master Servicer is the resigning or terminated party, the Master Servicer. In the event 's obligation to make P&I Advances; provided, however, that the Trustee is succeeding any failure to the Master Servicer as perform such duties or responsibilities caused by the Master Servicer's or the Special Servicer's, as the case may be, failure to cooperate or to provide information or monies as required by Section 7.01 shall not be considered a default by the Trustee hereunder; and provided, further, that, in the case of a resigning or terminated Special Servicer, the Trustee shall cease to act as successor if an alternative successor is appointed pursuant to Section 6.06; and, provided, further, that in the case of a terminated Master Servicer, the Trustee shall cease to act as successor if an alternative successor is appointed pursuant to Section 7.01(c). Neither the Trustee nor any other successor shall be liable for any of the representations and warranties of the resigning or terminated party or for any losses incurred by the resigning or terminated party pursuant to Section 3.06 hereunder nor shall the Trustee nor any other successor be required to purchase any Mortgage Loan hereunder. As compensation therefor, the Trustee shall be entitled to receive monthly such portion of all fees and other compensation which the Master Servicing Fee, together with such other servicing compensation as is agreed resigning or terminated party would have been entitled to at such time by for future services rendered if the Trustee and the Master Servicer, but in no event more than 25% thereof until the date of final cessation of the Master Servicer's servicing activities resigning or terminated party had continued to act hereunder. Notwithstanding the above, the Trustee may, if it shall be is unwilling to so act, or shallthe Trustee may (and, if it is unable to so act act, or if the Master Servicer or the Special Servicer is the resigning or terminated party and the Trustee is not approved as an acceptable master servicer or special servicer, as the case may be, by each Rating Agency, or if the Holders of Certificates entitled to obtain a qualifying bid majority of all the Voting Rights so request in writing, the Trustee shall, subject to Section 6.06 or Section 7.01(c), as described belowapplicable, promptly appoint, or petition a court of competent jurisdiction to appoint, any housing established and home finance institution, bank or mortgage servicing qualified institution having a net worth of not less than $10,000,000 and meeting such other standards for a successor servicer as are set forth herein, as the successor to the Master Servicer or the Special Servicer, as the case may be, hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer or the Special Servicer, as the case may be, hereunder; provided, however, that until such appointment does not result in an Adverse Rating Event with respect to any Class of Rated Certificates (as confirmed in writing to the Trustee by each Rating Agency). No appointment of a successor master servicer is appointed and has assumed to the Master Servicer or the Special Servicer hereunder shall be effective until the assumption by such successor of all its responsibilities, duties and liabilities of the Master Servicer hereunder, and pending such appointment and assumption, the Trustee shall continue act in such capacity as hereinabove provided. In connection with any such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor to out of payments on the Master Servicer Mortgage Loans or otherwise as provided aboveit and such successor shall agree; provided, however, that no such compensation shall be in excess of that permitted the resigning or terminated party hereunder. The compensation of 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 successor master servicer so appointed shall not exceed the compensation specified in Section 6.05such succession.

Trustee to Act; Appointment of Successor. When On and after the time the Master Servicer receives a notice of termination pursuant to Section 7.01 10.01, or the Trustee receives the resignation of the Master Servicer evidenced by an Opinion of Counsel pursuant to Section 6.049.04, or the Master Servicer is removed as Master Servicer pursuant to Article X or the Master Servicer's term is not extended pursuant to Section 10.01(c), in which event the Trustee shall promptly notify Moody's and S&P, except as otherwise provided in Section 10.01, the Trustee ▇▇▇▇▇▇e shall be the successor in all respects to the Master Servicer in its capacity as master servicer Master Servicer under this Agreement and the transactions set forth or provided for herein and shall have the rights and powers and be subject to all the responsibilities, duties and liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof and in its capacity as such successor shall have arising on or after the same limitation date of liability herein granted to the Master Servicer. In the event succession; provided, however, that the Trustee is succeeding shall not be liable for any actions or the representations and warranties of any Master Servicer prior to it and including, without limitation, the obligations of the Depositor or the Originator set forth in Sections 2.02 and 3.03. The Trustee shall be obligated to pay compensating interest pursuant to Section 6.09 in any event and to make advances pursuant to Section 5.02, 5.05, 5.07, 6.08, 5.10 or 5.13 unless, and only to the Master Servicer as extent the Master Servicer, as Trustee determines in its business judgment that such advances would be a Nonrecoverable Advance. As compensation therefor, the Trustee Trustee, or any successor Master Servicer appointed pursuant to the following paragraph, shall be entitled to receive monthly such portion of all funds relating to the Mortgage Loans which the Master Servicing FeeServicer would have been entitled to receive from the Certificate Account pursuant to Section 5.04 or 6.06(b)(xiii) if the Master Servicer had continued to act as Master Servicer hereunder, together with such other servicing compensation as is agreed to at such time by the Trustee and the Master Servicer, but in no event more than 25% thereof until the date of final cessation of the Master Servicer's servicing activities hereunderServicing Compensation. Notwithstanding the above, the Trustee may, if it shall be unwilling to so act, or shall, if it is unable to so act or if the Majority Certificateholders with the consent of the Certificate Insurer or the Certificate Insurer so requests in writing to obtain a qualifying bid as described belowthe Trustee, appoint, or petition a court of competent jurisdiction to appoint, any housing and home finance institution, bank or established mortgage loan servicing institution having acceptable to the Certificate Insurer that has a net worth of not less than $10,000,000 and meeting such other standards for a successor servicer as are set forth herein, 15,000,000 as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; provided. Any collections received by the Master Servicer after removal or resignation shall be endorsed by it to the Trustee and remitted directly to the Trustee or, howeverat the direction of the Trustee, to the successor Master Servicer. The compensation of any successor Master Servicer (including, without limitation, the Trustee) so appointed shall be no more than the aggregate Servicing Fees, together with other Servicing Compensation. In the event the Trustee is required to solicit bids as provided herein, 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 until the successor Master Servicer shall be entitled to no more than the full amount of the aggregate Servicing Fees as servicing compensation, together with the other Servicing Compensation. Within thirty days after any such public announcement, the Trustee shall negotiate and 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 Master 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 Monthly Advances owed to the Trustee. After such deductions, the remainder of such sum shall be paid by the Trustee to the Master Servicer at the time of such sale, transfer and assignment to the Master Servicer's successor. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. The Master Servicer agrees to cooperate with the Trustee and any successor Master Servicer in effecting the termination of the Master Servicer's servicing responsibilities and rights hereunder and shall promptly provide the Trustee or such successor Master Servicer, as applicable, all documents and records reasonably requested by it to enable it to assume the Master Servicer's functions hereunder and shall promptly also transfer to the Trustee or such successor Master Servicer, as applicable, all amounts that then have been or should have been deposited in the Certificate Account by the Master Servicer or that are thereafter received with respect to the Mortgage Loans. Neither the Trustee nor any other successor Master Servicer shall be held liable by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof caused by (i) the failure of the Master Servicer to deliver, or any delay in delivering, cash, documents or records to it, or (ii) restrictions imposed by any regulatory authority having jurisdiction over the Master Servicer hereunder. No appointment of a successor master servicer is appointed to the Master Servicer hereunder shall be effective until the Trustee and the 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 Master Servicer until a successor Master Servicer reasonably acceptable to the Certificate Insurer has assumed the responsibilities, duties and liabilities been appointed. Pending appointment of a successor to the Master Servicer hereunder, the Trustee shall continue 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 to out of payments on Mortgage Loans as it and such successor shall agree; provided, however, that no such compensation shall be in excess of that permitted the Master Servicer as provided abovepursuant to Section 7.03, together with other Servicing Compensation. The compensation of Master Servicer, the Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any successor master servicer so appointed shall not exceed the compensation specified in Section 6.05such succession.

Trustee to Act; Appointment of Successor. When the Master Servicer receives notice of termination pursuant to Section 7.01 or the Trustee receives the resignation of the Master Servicer evidenced by an Opinion of Counsel pursuant to Section 6.04, the Trustee shall be the successor in all respects to the Master Servicer in its capacity as master servicer under this Agreement and the transactions set forth or provided for herein and shall have the rights and powers and be subject to all the responsibilities, duties and liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof and in its capacity as such successor shall have the same limitation of liability herein granted to the Master Servicer. In the event that the Trustee is succeeding to the Master Servicer as the Master Servicer, as compensation therefor, the Trustee shall be entitled to receive monthly such portion of the Master Servicing Fee, together with such other master servicing compensation as is agreed to at such time by the Trustee and the Master Servicer, but in no event more than 25% thereof until the date of final cessation of the Master Servicer's ’s master servicing activities hereunder. Notwithstanding the above, the Trustee may, if it shall be unwilling to so act, or shall, if it is unable to so act or to obtain a qualifying bid as described below, appoint, or petition a court of competent jurisdiction to appoint, any housing and home finance institution, bank or mortgage servicing institution having a net worth of not less than $10,000,000 and meeting such other standards for a successor master servicer as are set forth herein, as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; provided, however, that until such a successor master servicer is appointed and has assumed the responsibilities, duties and liabilities of the Master Servicer hereunder, the Trustee shall continue as the successor to the Master Servicer as provided above. The compensation Upon cessation of the Master Servicer’s master servicing activities hereunder, the Trustee or any other successor master servicer so appointed shall be entitled to compensation not exceed the compensation specified in Section 6.05 hereof. In the event the Trustee is required to solicit bids as provided above, the Trustee shall solicit, by public announcement, bids from housing and home finance institutions, banks and mortgage servicing institutions meeting the qualifications set forth in the preceding sentence for the purchase of the master servicing functions. Such public announcement shall specify that the successor master servicer shall be entitled to the full amount of the Master Servicing Fee as compensation together with the other master servicing compensation in the form of late reporting fees or otherwise as provided in Section 6.05. Within 30 days after any such public announcement, the Trustee shall negotiate and effect the sale, transfer and assignment of the master servicing rights and responsibilities hereunder to the qualified party submitting the highest qualifying bid. The Trustee shall deduct all costs and expenses of any public announcement and of any sale, transfer and assignment of the master servicing rights and responsibilities hereunder from any sum received by the Trustee from the successor to the Master Servicer in respect of such sale, transfer and assignment. After such deductions, the remainder of such sum shall be paid by the Trustee to the Master Servicer at the time of such sale, transfer and assignment to the Master Servicer’s successor. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. The Master Servicer agrees to cooperate with the Trustee and any successor master servicer in effecting the termination of the Master Servicer’s servicing responsibilities and rights hereunder and shall promptly provide the Trustee or such successor master servicer, as applicable, all documents and records reasonably requested by it to enable it to assume the Master Servicer’s function hereunder and shall promptly also transfer to the Trustee or such successor master servicer, as applicable, all amounts which then have been or should have been deposited in the Certificate Account by the Master Servicer or which are thereafter received by the Master Servicer with respect to the Mortgage Loans. Neither the Trustee nor any other successor master servicer shall be deemed to be in default hereunder by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof caused by (i) the failure of the Master Servicer to deliver, or any delay in delivering, cash, documents or records to it, or (ii) restrictions imposed by any regulatory authority having jurisdiction over the Master Servicer. Notwithstanding anything to the contrary contained in Section 7.01 above or this Section 7.05, the Master Servicer shall retain all of its rights and responsibilities hereunder, and no successor (including the Trustee) shall succeed thereto, if the assumption thereof by such successor would cause the rating assigned to any Certificates to be revoked, downgraded or placed on credit review status (other than for possible upgrading) by either Rating Agency and the retention thereof by the Master Servicer would avert such revocation, downgrading or review. All costs associated with the appointment of a successor master servicer, to the extent not deducted from any sum received by the Trustee from the successor master servicer, shall be paid to the Person that incurred them by the predecessor master servicer. Without limiting the predecessor master servicer’s obligation, if the predecessor master servicer fails to pay such costs, such costs shall be reimbursed by the Trust.

Trustee to Act; Appointment of Successor. When (a) Upon (i), in the case of a termination of the Master Servicer, the receipt by the Master Servicer receives notice of termination a Termination Notice pursuant to Section 7.01 6.01 or (ii), in the Trustee receives the case of a resignation of the Master Servicer, notification by the Master Servicer evidenced by an Opinion to the Trustee, the Company, each Funding Agent and each Rating Agency in writing of Counsel its resignation pursuant to Section 6.045.03 (the "Resignation Notice"), the Master Servicer shall continue to perform all servicing functions under the Pooling and Servicing Agreements until (1) in the case of a termination of the Master Servicer, the earlier of (A) the date on which the appointment of the Liquidation Servicer as Successor Master Servicer has been activated and (B) the date occuring five (5) Business Days after delivery of the Termination Notice by the Trustee to the Master Servicer or, (2) in the case of a resignation of the Master Servicer, the earlier of (X) the date on which a Successor Master Servicer accepts its appointment and (Y) 60 days after the delivery of such Resignation Notice, as the case may be. In the case of a resignation of the Master Servicer, upon the receipt by the Trustee of a Resignation Notice, the Trustee shall endeavor to appoint an eligible Successor Master Servicer subject to satisfaction of the Rating Agency Condition (the "Successor Master Servicer") and such Successor Master Servicer shall accept its appointment by a written assumption in a form acceptable to the Trustee. (b) In the case of a resignation of the Master Servicer, in the event that a Successor Master Servicer has not been appointed or has not accepted its appointment at the time when the Master Servicer ceases to act as Master Servicer and in the case of the termination of the Master Servicer, the Trustee, without further action, shall in each case notify the Liquidation Servicer (in the case of a termination, concurrent with giving the Termination Notice) to activate the commencement of servicing by the Liquidation Servicer and to establish the Liquidation Servicer Commencement Date. (c) Upon its appointment, the Successor Master Servicer shall be the successor in all respects to the Master Servicer in its capacity and each Local Servicer with respect to servicing functions under the Pooling and Servicing Agreements (with such changes as master servicer under this Agreement are agreed to between such Successor Master Servicer and the transactions set forth Company (with the consent of the Rating Agencies) or provided for herein the Company and the Trustee) and shall have the rights and powers and be subject to all the responsibilities, duties and liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof hereof, and all references in any Pooling or Servicing Agreement to the Master Servicer shall be deemed to refer to such Successor Master Servicer. The Successor Master Servicer shall not be liable for, and the replaced Master Servicer shall indemnify the Successor Master Servicer against costs incurred by the Successor Master Servicer as a result of, any acts or omissions of such replaced Master Servicer or any events or occurrences occurring prior to the Successor Master Servicer's acceptance of its capacity appointment as such successor shall have the same limitation of liability herein granted to the Master Servicer. In Any Successor Master Servicer shall manage the event servicing and administration of the Receivables in accordance with the Policies and the terms of the Pooling and Servicing Agreements. (d) The Company and the Trustee hereby agree that the Successor Master Servicer shall receive the Servicing Fee as its servicing compensation and that the Trustee is succeeding to the Master Servicer shall not be liable for any Servicing Fee differential as the Master Servicer, as compensation therefor, the Trustee shall be entitled to receive monthly such portion of the Master Servicing Fee, together with such other servicing compensation as is agreed to at such time by the Trustee and the Master Servicer, but in no event more than 25% thereof until the date of final cessation of the Master Servicer's servicing activities hereunder. Notwithstanding the above, the Trustee may, if it shall be unwilling to so act, or shall, if it is unable to so act or to obtain a qualifying bid as described below, appoint, or petition a court of competent jurisdiction to appoint, any housing and home finance institution, bank or mortgage servicing institution having a net worth of not less than $10,000,000 and meeting such other standards for a successor servicer as are set forth herein, as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities result of the Master Servicer fulfilling its obligations hereunder; provided, however, that until such a successor master servicer is appointed and has assumed the responsibilities, duties and liabilities of the Master Servicer hereunder, the Trustee shall continue as the successor to the Master Servicer as provided above. The compensation of any successor master servicer so appointed shall not exceed the compensation specified in Section 6.05.

Trustee to Act; Appointment of Successor. When On and after the time the Master Servicer receives a notice of termination pursuant to Section 7.01 or the Trustee receives the resignation of the Master Servicer evidenced by an Opinion of Counsel pursuant to Section 6.04hereof, the Trustee shall shall, subject to and to the extent provided in Section 3.04, be the successor in all respects to the Master Servicer in its capacity as master servicer under this Agreement and the transactions set forth or provided for herein and shall have the rights and powers and be subject to all the responsibilities, duties and liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof and in its capacity as such successor shall have applicable law including the same limitation of liability herein granted obligation to the Master Servicermake Advances pursuant to Section 4.01. In the event that the Trustee is succeeding to the Master Servicer as the Master Servicer, as As compensation VII-2 92 therefor, the Trustee shall be entitled to receive monthly such portion of all funds relating to the Mortgage Loans that the Master Servicing Fee, together with such other servicing compensation as is agreed Servicer would have been entitled to at such time by charge to the Trustee and Certificate Account or Distribution Account if the Master Servicer, but in no event more than 25% thereof until the date of final cessation of the Master Servicer's servicing activities Servicer had continued to act hereunder. Notwithstanding the aboveforegoing, if the Trustee has become the successor to the Master Servicer in accordance with Section 7.01 hereof, the Trustee may, if it shall be unwilling to so 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 to obtain a qualifying bid as described belowact, appoint, or petition a court of competent jurisdiction to appoint, any housing and home finance institution, bank or established mortgage loan servicing institution having a net worth the appointment of which does not less than $10,000,000 and meeting such other standards for a successor servicer as are set forth herein, adversely affect the then current rating of the Certificates by each Rating Agency as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder. Any successor to the Master Servicer shall be an institution which is a FNMA and FHLMC approved seller/servicer in good standing, which has a net worth of at least $15,000,000, and 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, which contains an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of the Master Servicer (other than liabilities of the Master Servicer under Section 6.03 hereof incurred prior to termination of the Master Servicer under Section 7.01), with like effect as 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. Pending appointment of a successor to the 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, that until no such a compensation shall be in excess of the Master Servicing Fee permitted the Master Servicer hereunder. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Neither the Trustee nor any other successor master servicer is appointed and has assumed 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 responsibilities, duties and liabilities failure of the Master Servicer hereunderto deliver or provide, the Trustee shall continue as the or any delay in delivering or providing, any cash, information, documents or records to it. Any successor to the Master Servicer as provided above. The compensation of any successor master servicer so appointed shall not exceed give notice to the compensation specified 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 Master Servicer is required to maintain pursuant to Section 6.05.

Trustee to Act; Appointment of Successor. When On and after the time the Master Servicer receives a notice of termination pursuant to Section 7.01 or the Trustee receives the resignation of the Master Servicer evidenced by an Opinion of Counsel pursuant to Section 6.047.01, the Trustee shall be the successor in all respects to the Master Servicer in its capacity as master servicer under this Agreement and under the Selling and Servicing Contracts with respect to the Mortgage Loans in the Mortgage Pool and with respect to the transactions set forth or provided for herein and shall have all the rights and powers and be subject to all the responsibilities, duties and liabilities relating thereto arising after the Master Servicer receives such notice of termination placed on the Master Servicer by the terms and provisions hereof and in its capacity as such successor thereof, and shall have the same limitation of limitations on liability herein granted to the Master Servicer. In the event ; provided, that the Trustee is succeeding to shall not under any circumstances be responsible for any representations and warranties or any Purchase Obligation of the Company or any liability incurred by the Master Servicer as at or prior to the time the Master Servicer, Servicer was terminated as Master Servicer and the Trustee shall not be obligated to make a Monthly P&I Advance if it is prohibited by law from so doing. As compensation therefor, the Trustee shall be entitled to receive monthly such portion of all funds relating to the Mortgage Loans which the Master Servicing Fee, together with such other servicing compensation as is agreed Servicer would have been entitled to at such time by retain or to withdraw from the Trustee and Certificate Account if the Master ServicerServicer had continued to act hereunder, but in no event more than 25% thereof until the date of final cessation of except for those amounts due to the Master Servicer's servicing activities Servicer as reimbursement for advances previously made or amounts previously expended and are otherwise reimbursable hereunder. Notwithstanding the above, the Trustee may, if it shall be unwilling to so act, or shall, shall if it is unable to so act or to obtain a qualifying bid as described belowact, appoint, or petition a court of competent jurisdiction to appoint, any housing and home finance institution, bank or mortgage servicing institution having a net worth of not less than $10,000,000 and meeting such other standards for a successor servicer as are set forth herein, as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; provided, however, that until such a successor master servicer is appointed and has assumed the responsibilities, duties and liabilities of the Master Servicer hereunder, the Trustee shall continue as the successor to the Master Servicer as provided above. The compensation of any successor master servicer so appointed shall not exceed the compensation specified in Section 6.05155

Trustee to Act; Appointment of Successor. When (a) On and after the Master receipt by the Servicer receives notice of termination a Termination Notice pursuant to Section 7.01 10.01, 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 receives or until a date mutually agreed upon by the resignation 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 Master “Successor Servicer”), and such Successor Servicer evidenced shall accept its appointment by an Opinion of Counsel pursuant a written assumption in a form acceptable to Section 6.04the 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 Section 3.01(b) and 8.07. Notwithstanding the foregoing, the Trustee shall, if it is legally unable so to act, petition a court of competent jurisdiction to appoint any established institution having a net worth of not less than $100,000,000 and whose regular business includes the servicing of “VISA” and “MasterCard” credit card receivables as the Successor 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 Master Servicer in its capacity as master servicer with respect to servicing functions under this Agreement and the transactions set forth or provided for herein and shall have the rights and powers and be subject to all the responsibilities, duties and liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof hereof, and all references in its capacity as such successor shall have the same limitation of liability herein granted this Agreement to the Master Servicer shall be deemed to refer to the Successor Servicer. Notwithstanding the foregoing, any provision of this Agreement which requires the Servicer to make a deposit into the Collection Account not later than 12:00 noon, New York City time, on a Distribution Date shall be deemed to require a Successor Servicer to make such deposit into the Collection Account on the Transfer Date immediately preceding such Distribution Date. (c) In the event that the Trustee is succeeding to the Master Servicer as the Master Servicer, as compensation thereforconnection with any Termination Notice, the Trustee will review any bids which it obtains from Eligible Servicers and shall be entitled permitted to receive monthly appoint any Eligible Servicer submitting such portion a bid as a Successor Servicer for servicing compensation not in excess of the Master aggregate Servicing Fee, together with such other servicing compensation as is agreed to at such time by the Trustee and the Master Servicer, but in no event more than 25% thereof until the date of final cessation of the Master Servicer's servicing activities hereunder. Notwithstanding the above, the Trustee may, if it shall be unwilling to so act, or shall, if it is unable to so act or to obtain a qualifying bid as described below, appoint, or petition a court of competent jurisdiction to appoint, Fees for all Series plus any housing and home finance institution, bank or mortgage servicing institution having a net worth of not less than $10,000,000 and meeting such other standards for a successor servicer as are set forth herein, as the successor amounts payable to the Master Sellers or the Servicer hereunder in pursuant to the assumption terms of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunderEnhancement Agreement; provided, however, that until such a successor master servicer is appointed and has assumed the responsibilities, duties and liabilities Sellers shall be responsible for payment of the Master Sellers’ portion of such aggregate Servicing Fees and all other amounts in excess of such aggregate Servicing Fees and that no such monthly compensation paid out of Collections shall be in excess of such aggregate Servicing Fees. Each holder of any of the Sellers’ Certificates agrees that, if Citibank (South Dakota) (or any Successor Servicer) is terminated as Servicer hereunder, the Trustee portion of the Collections in respect of Finance Charge Receivables that the Sellers are entitled to receive pursuant to this Agreement or any Supplement shall continue be reduced by an amount sufficient to pay the Sellers’ share of the compensation of the Successor Servicer. (d) All authority and power granted to the Successor Servicer under this Agreement shall automatically cease and terminate upon termination of the Trust pursuant to Section 12.01, and shall pass to and be vested in the Sellers and, without limitation, the Sellers are 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 Sellers 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 Citibank (South Dakota) 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 Citibank (South Dakota) information of any kind which the Successor Servicer deems to be confidential, Citibank (South Dakota) shall be required to enter into such customary licensing and confidentiality agreements as the successor Successor Servicer shall deem necessary to the Master Servicer as provided above. The compensation of any successor master servicer so appointed shall not exceed the compensation specified in Section 6.05protect its interests.

Trustee to Act; Appointment of Successor. When On and after the time any Master Servicer or Special Servicer resigns pursuant to Section 6.04(a) or receives a notice of termination pursuant to Section 7.01 or the Trustee receives the resignation of the Master Servicer evidenced by an Opinion of Counsel pursuant to Section 6.047.01, the Trustee shall shall, subject to Section 3.26, be the successor in all respects to the such Master Servicer or such Special Servicer, as the case may be, in its capacity as master servicer such under this Agreement and the transactions set forth or provided for herein and shall have the rights and powers and be subject to all the responsibilities, duties and liabilities relating thereto and arising thereafter placed on the such Master Servicer or such Special Servicer, as the case may be, by the terms and provisions hereof and in its capacity as hereof, including, if a Master Servicer is the resigning or terminated party, such successor shall have the same limitation of liability herein granted to the Master Servicer. In 's obligation to make Advances; provided, however, that (i) any failure to perform such duties or responsibilities caused by the event that failure of such Master Servicer or such Special Servicer, as the case may be, to cooperate or to provide information or monies as required by Section 7.01 shall not be considered a default by the Trustee is succeeding to hereunder and (ii) in the Master Servicer as the case of a terminated Master Servicer, the Trustee shall cease to act as successor Master Servicer if an alternative successor is appointed pursuant to Section 7.01(c). Neither the Trustee nor any other successor shall be liable for any of the representations and warranties of the resigning or terminated party or for any losses incurred by the resigning or terminated party pursuant to Section 3.06 hereunder nor shall the Trustee or any other successor be required to purchase any Mortgage Loan hereunder. As compensation therefor, the Trustee shall be entitled to receive monthly such portion of all fees and other compensation which the Master Servicing Fee, together with such other servicing compensation as is agreed resigning or terminated party would have been entitled to at such time by for future services rendered if the Trustee and the Master Servicer, but in no event more than 25% thereof until the date of final cessation of the Master Servicer's servicing activities resigning or terminated party had continued to act hereunder. Notwithstanding the above, the Trustee may, if it shall be is unwilling to so act, or shallthe Trustee may (and, if it is unable to so act act, or if the Trustee is not approved as an acceptable master servicer or special servicer, as the case may be, by each Rating Agency, or if the Holders of Certificates entitled to obtain a qualifying bid as described belowmajority of all the Voting Rights or the Controlling Class Representative or (solely in the case of the Lion Industrial Portfolio Special Servicer) the Lion Industrial Portfolio Controlling Party so request(s) in writing, the Trustee shall), subject to Section 3.25(f), promptly appoint, or petition a court of competent jurisdiction to appoint, any housing established and home finance institution, bank or mortgage servicing qualified institution having a net worth of not less than $10,000,000 and meeting such other standards for a successor servicer as are set forth herein, as the successor to the resigning or terminated Master Servicer or Special Servicer, as the case may be, hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the such Master Servicer or such Special Servicer, as the case may be, hereunder; provided, however, that until (i) such appointment does not result in an Adverse Rating Event with respect to any Class of Rated Certificates (as confirmed in writing to the Trustee by each Rating Agency); (ii) if such successor (in the case of a successor (other than if the other Master Servicer is such successor) to a resigning or terminated Master Servicer) has a master servicer rating from Fitch that is appointed lower than "CMS2", such successor is reasonably acceptable to the Controlling Class Representative and, if such successor (other than if such successor is the other Master Servicer) has a master servicer rating from Fitch that is "CMS2" or above, the Controlling Class Representative shall have been consulted with respect to the identity of (although it need not have approved) such successor and has assumed (iii) in the case of the Lion Industrial Portfolio Special Servicer, such successor is acceptable to the Lion Industrial Portfolio Controlling Party in its sole discretion. No appointment of a successor to any Master Servicer or Special Servicer hereunder shall be effective until the assumption by such successor of all its responsibilities, duties and liabilities of the Master Servicer hereunder, and pending such appointment and assumption, the Trustee shall continue act in such capacity as hereinabove provided. In connection with any such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on the Mortgage Loans or otherwise as it and such successor shall agree; provided, however, that no such compensation shall be in excess of that permitted the resigning or terminated party hereunder. The Depositor, the Trustee, such successor and each other party hereto shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. If the Trustee or an Affiliate acts pursuant to this Section 7.02 as successor to the resigning or terminated Master Servicer, it may reduce such Master Servicer's Excess Servicing Fee Rate to the extent that its or such Affiliate's compensation as successor Master Servicer as provided abovewould otherwise be below the market rate servicing compensation. The compensation If the Trustee elects to appoint a successor to the resigning or terminated Master Servicer other than itself or an Affiliate pursuant to this Section 7.02, it may reduce such Master Servicer's Excess Servicing Fee Rate to the extent reasonably necessary (in the sole discretion of any the Trustee) for the Trustee to appoint a qualified successor master servicer so appointed shall not exceed Master Servicer that meets the compensation specified in requirements of this Section 6.057.02.

Trustee to Act; Appointment of Successor. When (a) On and after (i) the receipt by a Servicer of a Termination Notice pursuant to Section 6.01 or (ii) the date on which a Servicer notifies the Trustee, the Master Servicer, the Company and each Rating Agency in writing of its resignation pursuant to Section 5.03 (the "Resignation Notice"), such Servicer shall continue to perform all servicing functions under the Pooling and Servicing Agreements until the earlier of (i) the date on which a Successor Servicer accepts its appointment and (ii) 60 days after the delivery of such Termination Notice or Resignation Notice, as the case may be. Upon the receipt by the Master Servicer receives notice of termination a Termination Notice or Resignation Notice with respect to any Servicer, the Master Servicer shall, without any action on the part of the Company, the Trustee or any other Person, be deemed appointed as successor servicer (a "Successor Servicer") with respect to the Serviced Receivables. The Master Servicer shall accept its appointment as Successor Servicer by a written assumption in a form acceptable to the Trustee and the Company, unless the Master Servicer is unable to act as Servicer for the Serviced Receivables for the reasons set forth in Section 5.03. If the Master Servicer is unable to act as Servicer for the Serviced Receivables, the Master Servicer shall promptly deliver a Resignation Notice and Opinion of Counsel to the Company and the Trustee in the same manner as if the Master Servicer were resigning as Servicer under Section 5.03, but such Resignation Notice from the Master Servicer shall not have the effect of postponing the beginning of the 60-day period referred to in the first sentence of this subsection 6.01(a). The Trustee and the Company, or the Company (with the consent of the Trustee) shall, as promptly as reasonably possible after the receipt of a Resignation Notice from the Master Servicer in accordance with the preceding sentence, appoint an Eligible Successor Servicer and such Successor Servicer shall accept its appointment by a written assumption in a form acceptable to the Trustee and the Company. Amended and Restated Servicing Agreement 36 (b) On and after (i) the receipt by the Master Servicer of a Termination Notice pursuant to Section 7.01 6.01 or (ii) the Trustee receives the resignation of date on which the Master Servicer evidenced by an Opinion delivers a Resignation Notice to the Trustee, the Company and each Rating Agency notifying them of Counsel its resignation pursuant to Section 6.045.03, the Master Servicer shall continue to perform all of its functions under the Pooling and Servicing Agreements until the earlier of (i) the date on which a Successor Master Servicer accepts its appointment and (ii) 60 days after the delivery of such Termination Notice or Resignation Notice, as the case may be. The Trustee and the Company, or the Company (with the consent of the Trustee) shall, as promptly as reasonably possible after the receipt of a Resignation Notice from the Master Servicer, appoint an Eligible Successor Servicer as successor Master Servicer (the "Successor Master Servicer")and such Successor Master Servicer shall accept its appointment by a written assumption in a form acceptable to the Trustee and the Company. (c) In the event that a Successor Master Servicer or Successor Servicer has not been appointed or has not accepted its appointment at the time when the Master Servicer or a Servicer ceases to act as Master Servicer or Servicer, as the case may be, the Trustee without further action shall be appointed Successor Master Servicer or Successor Servicer, as the case may be; provided, that the Trustee shall only be responsible for the duties and liabilities of Successor Master Servicer or such Successor Servicer that are consistent with an orderly collection and liquidation of the Receivables and other Trust Assets in the manner contemplated for such liquidations in Section 7.02 of the Pooling Agreement. The Trustee shall not be liable for any action taken or not taken in effecting such liquidations of Receivables so long as such liquidations are conducted in a commercially reasonable manner and on commercially reasonable terms. The Trustee may delegate any of its master servicing or servicing obligations to an affiliate or agent in accordance with subsection 2.02(d). Notwithstanding the above, the Trustee shall, if the Trustee is legally Amended and Restated Servicing Agreement 37 unable so to act, petition a court of competent jurisdiction to appoint any Person qualifying as an Eligible Successor Servicer as the Successor Master Servicer or a Successor Servicer hereunder. The Master Servicer shall immediately give notice to each Rating Agency of the appointment of any Successor Master Servicer or Successor Servicer. (d) Upon its appointment, the Successor Master Servicer or Successor Servicer shall be the successor in all respects to the Master Servicer in its capacity or the Servicer to which it is successor with respect to master servicing or servicing functions, as master servicer the case may be, under this Agreement the Pooling and Servicing Agreements (with such changes as are agreed to between such Successor Master Servicer or Successor Servicer, as the case may be, and either the Company (with the consent of the Rating Agencies) or the Company and the transactions set forth or provided for herein Trustee) and shall have the rights and powers and be subject to all the responsibilities, duties and liabilities relating thereto placed on the Master Servicer or such Servicer, as the case may be, by the terms and provisions hereof hereof, and all references in its capacity as such successor shall have the same limitation of liability herein granted to the Master Servicer. In the event that the Trustee is succeeding any Pooling and Servicing Agreement to the Master Servicer as the Master or such Servicer, as the case may be, shall be deemed to refer to such Successor Master Servicer or such Successor Servicer, as the case may be. The Successor Master Servicer or such Successor Servicer shall not be liable for, and the replaced Master Servicer or Servicer, as the case may be, shall indemnify the Successor Master Servicer or such Successor Servicer, as the case may be, against costs incurred by the Successor Master Servicer or Successor Servicer as a result of, any acts or omissions of such replaced Master Servicer or Servicer or any events or occurrences occurring prior to the Successor Master Servicer's or Successor Servicer's acceptance of its appointment as Successor Master Servicer or Successor Servicer. Any Successor Servicer shall manage the servicing and administration of the Serviced Receivables in accordance with the Policies of the replaced Servicer and the terms of the Pooling and Servicing Agreements. (e) If the Master Servicer becomes a Successor Servicer, the Master Servicer shall receive the same Amended and Restated Servicing Agreement 38 servicing compensation thereforin respect of the Serviced Receivables as the replaced Servicer. If the Master Servicer is unable to act as Successor Servicer, the Company and the Trustee shall be entitled to receive monthly review any bids obtained from Eligible Successor Servicers and the Company and the Trustee, or the Company (with the consent of the Trustee) may appoint any Eligible Successor Servicer submitting such a bid as a Successor Servicer for servicing compensation not in excess of the portion of the Master Servicing Fee, together with such other servicing compensation as is agreed to at such time by the Trustee and the Master Servicer, but in no event more than 25% thereof until the date of final cessation of the Master Servicer's servicing activities hereunder. Notwithstanding the above, the Trustee may, if it shall be unwilling to so act, or shall, if it is unable to so act or to obtain a qualifying bid as described below, appoint, or petition a court of competent jurisdiction to appoint, any housing and home finance institution, bank or mortgage servicing institution having a net worth of not less than $10,000,000 and meeting such other standards for a successor servicer as are set forth herein, as the successor Fee previously payable to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; provided, however, that until such a successor master servicer is appointed and has assumed the responsibilities, duties and liabilities of the Master Servicer hereunder, the Trustee shall continue as the successor to the Master Servicer as provided above. The compensation of any successor master servicer so appointed shall not exceed the compensation specified in Section 6.05replaced Servicer.

Trustee to Act; Appointment of Successor. When (a) On and after the Master receipt by the Servicer receives notice of termination a Termination Notice pursuant to Section 7.01 10.01, 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 receives or until a date mutually agreed upon by the resignation 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 Master "Successor Servicer"), and such Successor Servicer evidenced shall accept its appointment by an Opinion of Counsel pursuant a written assumption in a form acceptable to Section 6.04the 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 Section 3.01(b) and 8.07. Notwithstanding the foregoing, the Trustee shall, if it is legally unable so to act, petition a court of competent jurisdiction to appoint any established institution having a net worth of not less than $100,000,000 and whose regular business includes the servicing of "VISA" and "MasterCard" credit card receivables as the Successor 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 Master Servicer in its capacity as master servicer with respect to servicing functions under this Agreement and the transactions set forth or provided for herein and shall have the rights and powers and be subject to all the responsibilities, duties and liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof hereof, and all references in its capacity as such successor shall have the same limitation of liability herein granted this Agreement to the Master Servicer. In the event that the Trustee is succeeding Servicer shall be deemed to refer to the Master Servicer as the Master Successor Servicer, as compensation therefor, the Trustee shall be entitled to receive monthly such portion of the Master Servicing Fee, together with such other servicing compensation as is agreed to at such time by the Trustee and the Master Servicer, but in no event more than 25% thereof until the date of final cessation of the Master Servicer's servicing activities hereunder. Notwithstanding the aboveforegoing, any provision of this Agreement which requires the Trustee mayServicer to make a deposit into the Collection Account not later than 12:00 noon, if it New York City time, on a Distribution Date shall be unwilling deemed to so act, or shall, if it is unable require a Successor Servicer to so act or to obtain a qualifying bid as described below, appoint, or petition a court of competent jurisdiction to appoint, any housing and home finance institution, bank or mortgage servicing institution having a net worth of not less than $10,000,000 and meeting make such other standards for a successor servicer as are set forth herein, as deposit into the successor to Collection Account on the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; provided, however, that until Transfer Date immediately preceding such a successor master servicer is appointed and has assumed the responsibilities, duties and liabilities of the Master Servicer hereunder, the Trustee shall continue as the successor to the Master Servicer as provided above. The compensation of any successor master servicer so appointed shall not exceed the compensation specified in Section 6.05Distribution Date.

Trustee to Act; Appointment of Successor. When (a) On and after the Master receipt by the Servicer receives notice of termination a Termination Notice pursuant to Section 7.01 10.1, the Servicer shall continue to perform all servicing functions under this Agreement and any Supplement until the date specified in the Termination Notice or, if no such date is specified in such Termination Notice, until a date specified by the 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 have obtained written confirmation from each Rating Agency that the then current rating on any outstanding Series will not be reduced or the Trustee receives the resignation withdrawn as a result of such appointment and shall accept its appointment by a written assumption and agreement to perform all of the Master duties, obligations and liabilities of the Servicer evidenced by an Opinion hereunder in a form acceptable to the Trustee. In the event that a Successor Servicer has not been appointed or has not accepted its appoint when the Servicer ceases to act as Servicer, or upon the occurrence of Counsel pursuant to the events specified in Section 6.048.5, 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 of the Servicer or the Trustee; provided, however, that any such delegation shall not relieve the Trustee as Successor Servicer of its liabilities and responsibilities with respect to its duties as Successor Servicer. Notwithstanding the above, the Trustee shall, if it is unwilling or legally unable so to act, petition a court of competent jurisdiction to appoint as Successor Servicer a Person that is an Eligible Servicer. The Trustee shall promptly give notice to each Rating Agency of the appointment of a Successor Servicer upon such appointment. (b) Upon its appointment, the Successor Servicer shall be the successor in all respects to the Master Servicer in its capacity as master servicer with respect to servicing functions under this Agreement and the transactions set forth or provided for herein and shall have the rights and powers and be subject to all the responsibilities, duties and liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof hereof, and all references in its capacity as such successor shall have the same limitation of liability herein granted this Agreement and any Supplement to the Master Servicer. In the event that the Trustee is succeeding Servicer shall be deemed to refer to the Master Servicer as the Master Successor Servicer, as compensation therefor. (c) In connection with any Termination Notice, the Trustee shall be entitled permitted to receive monthly such portion appoint any Eligible Servicer as a Successor Servicer and Stone Container shall be responsible for payment of all servicing compensation, if any, in excess of the Master Servicing Fee. No such monthly compensation of a Successor Servicer paid out of Collections shall be in excess of the Servicing Fee permitted to a Successor Servicer pursuant to Section 3.2. (d) All authority and power granted to the Successor Servicer under this Agreement shall automatically cease and terminate upon termination of the Trust pursuant to Section 12.1, together 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, which grant of authority is irrevocable and coupled with an interest, 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 shall agree to cooperate with the Transferor in effecting the termination of the responsibilities and rights of the Successor Servicer to conduct servicing of the Receivables, including, without limitation, all authority over Collections then held by the Successor Servicer or which shall thereafter be received by the Successor Servicer. The Successor Servicer shall promptly transfer its electronic records relating to the Receivables to the Transferor in such electronic form as the Transferor may reasonably request and shall promptly transfer all other servicing compensation as is agreed records, correspondence and documents to the Transferor in the manner and at such time by times as the Trustee and Transferor shall reasonably request. To the Master Servicer, but in no event more than 25% thereof until extent that compliance with this Section 10.2 shall require the date Successor Servicer to disclose to the Transferor information of final cessation of any kind which the Master Servicer's servicing activities hereunder. Notwithstanding the aboveSuccessor Servicer deems to be confidential, the Trustee may, if it Transferor shall be unwilling required to so act, or shall, if it is unable to so act or to obtain a qualifying bid as described below, appoint, or petition a court of competent jurisdiction to appoint, any housing enter into such licensing and home finance institution, bank or mortgage servicing institution having a net worth of not less than $10,000,000 and meeting such other standards for a successor servicer as are set forth herein, confidentiality agreements as the successor Successor Servicer shall reasonably deem necessary to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; provided, however, that until such a successor master servicer is appointed and has assumed the responsibilities, duties and liabilities of the Master Servicer hereunder, the Trustee shall continue as the successor to the Master Servicer as provided above. The compensation of any successor master servicer so appointed shall not exceed the compensation specified in Section 6.05protect its interests.

Trustee to Act; Appointment of Successor. When On and after the time a Servicer or the Master Servicer receives a notice of termination pursuant to Section 7.01 or of this Agreement, the Trustee receives the resignation of the Master Servicer evidenced by an Opinion of Counsel or a successor servicer appointed pursuant to Section 6.047.01, subject to and to the Trustee extent provided herein, either shall be the successor in all respects to a Servicer or the Master Servicer Servicer, but only in its capacity as servicer or master servicer under this Agreement Agreement, respectively, and not in any other, and the transactions set forth herein or provided for herein shall appoint a successor servicer or successor master servicer, and in either event such successor servicer or successor master servicer shall have the rights and powers and be subject to all the responsibilities, duties and liabilities relating thereto placed on such Servicer or the Master Servicer Servicer, respectively, by the terms and provisions hereof and in its capacity as such successor shall have applicable law including the same limitation of liability herein granted obligation to the Master Servicermake Advances pursuant to Section 4.01. In the event that the Trustee is succeeding to the Master Servicer as the Master Servicer, as As compensation therefor, the Trustee successor servicer shall be entitled to receive monthly all funds relating to the related Mortgage Loans that the terminated Servicer or Master Servicer would have been entitled to charge to a Collection Account, provided that the terminated Servicer or Master Servicer shall nonetheless be entitled to payment or reimbursement as provided in Section 3.09(a) to the extent that such portion payment or reimbursement relates to the period prior to the completion of the Master Servicing Fee, together with such other transfer of servicing compensation as is agreed to at such time by the Trustee and the Master Servicer, but in no event more than 25% thereof until the date of final cessation of the Master Servicer's servicing activities hereundera successor servicer. Notwithstanding the aboveforegoing, if the Trustee has become the successor to the terminated Servicer or Master Servicer in accordance with Section 7.01, the Trustee may, if it shall be unwilling to so act, or shall, if it is prohibited by applicable law from making Advances pursuant to 4.01 hereof, or if it is otherwise unable to so act or to obtain a qualifying bid as described belowact, appoint, or petition a court of competent jurisdiction to appoint, any housing and home finance institution, bank or established mortgage loan servicing institution having a net worth the appointment of which does not less than $10,000,000 and meeting such other standards for a successor servicer as are set forth hereinadversely affect the then current rating of the Certificates by each Rating Agency, as the successor to the terminated Servicer or Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of such Servicer or the Master Servicer hereunder; provided. Any successor to a Servicer or the Master Servicer shall be an institution which is a FNMA or FHLMC approved seller/servicer in good standing, howeverwhich has a net worth of at least $10,000,000, that until which is willing to service the related Mortgage Loans and which executes and delivers to the Depositor and the Trustee an agreement accepting such a successor master servicer is appointed delegation and has assumed assignment, containing an assumption by such Person of the rights, powers, duties, responsibilities, duties obligations and liabilities of such Servicer or the Master Servicer (other than liabilities of that Servicer or the Master Servicer under Section 6.03 hereof incurred prior to termination of a Servicer or the Master Servicer, respectively, under Section 7.01 hereunder), with like effect as if originally named as a party to this Agreement; 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 as a result of such assignment and delegation. Any successor servicer appointed by DLJMC shall be rated as a servicer of subprime mortgage loans as “average” (or its equivalent) or better by each Rating Agency that maintains a servicer rating system. Pending appointment of a successor to a Servicer or the Master Servicer hereunder, the Trustee shall continue as the or other successor servicer or successor master servicer unless such entity is prohibited by law from so acting, shall, subject to the Master Servicer limitations described herein, act in such capacity as provided abovehereinabove provided. The In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on the related Mortgage Loans as it and such successor shall agree; provided, however, that no such compensation shall be in excess of a servicing fee rate of 0.50% per annum. To the extent that the compensation of any successor to WFBNA is calculated using a rate exceeding the then-current rate used to calculate the WFBNA Servicing Fee Rate (as defined in the WFBNA 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 or successor master servicer so appointed shall not exceed be deemed to be in default by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the compensation specified failure of the terminated Servicer or Master Servicer to deliver or provide, or any delay in Section 6.05delivering or providing, any cash, information, documents or records to it. Any successor to a Servicer or shall give notice to the Mortgagors of such change of servicer. Any successor to a Servicer or the Master Servicer shall, during the term of its service as a Servicer or the Master Servicer maintain in force the policy or policies of the type that such Servicer or the Master Servicer is required to maintain pursuant to this Agreement. In connection with the termination or resignation of a Servicer hereunder, either (i) the successor Servicer, including the Trustee if the Trustee is acting as successor Servicer, shall represent and 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. When (a) On and after (i) the Master Servicer receives notice receipt by a Servicing Party of termination a Termination Notice pursuant to Section 7.01 6.1 or (ii) the Trustee receives date on which such Servicing Party notifies the Trustee, the Company, each Agent and each Rating Agency in writing of its resignation of the Master Servicer evidenced by an Opinion of Counsel pursuant to Section 6.045.3 (the "RESIGNATION NOTICE"), such Servicing Party shall continue to perform all servicing functions under the Pooling and Servicing Agreements until the earlier of (x) the date on which a Successor Servicer is appointed and (y) 60 days after the delivery of such Termination Notice or Resignation Notice, as the case may be. The Trustee shall, as promptly as reasonably possible after the giving of or receipt of a Termination Notice or Resignation Notice, as the case may be, appoint an Eligible Successor Servicer as successor servicer (the "SUCCESSOR SERVICER"); PROVIDED that in the event that any Sub-Servicer shall cease to be a Servicing Party for any reason, the Servicer shall be the Successor Servicer with respect to such terminated Sub- Servicer for so long as the Servicer shall continue to serve in its capacity as Servicer under the Pooling and Servicing Agreements. The Successor Servicer shall accept its appointment by a written assumption in a form acceptable to the Trustee. (b) In the event that a Successor Servicer has not been appointed or has not accepted its appointment at the time that the relevant Servicing Party ceases to act as such, the Trustee without further action shall be appointed Successor Servicer, PROVIDED that the Trustee shall only be responsible for the duties and liabilities of such Successor Servicer which are consistent with an orderly collection and liquidation of the Receivables and other Trust Assets in the manner contemplated for such liquidations in Section 7.2 of the Pooling Agreement and the application of such funds in accordance with the Pooling and Servicing Agreements. Consistent with the foregoing, in the event that the Trustee becomes Successor Servicer, the Successor Servicer shall take such collection actions as are commercially reasonable under the circumstances, including, without limitation, electing not to pursue legal collection efforts with respect to Receivables that it reasonably determines to be uncollectible. The Trustee, as Successor Servicer, shall have no liability to the Investor Certificateholders, the Company or the predecessor Servicer in electing such actions. The Trustee may delegate any of its servicing obligations to an affiliate or agent in accordance with subsection 2.2(c). Notwithstanding the above, the Trustee shall, if the Trustee is legally unable so to act, petition a court of competent jurisdiction to appoint any Person qualifying as an Eligible Successor Servicer as the Successor Servicer hereunder. The Servicer shall immediately give notice to each Rating Agency of the receipt of any Termination Notice and the appointment of a Successor Servicer. (c) Upon its appointment, the Successor Servicer shall be the successor in all respects to the Master Servicing Party to which it is successor with respect to servicing functions under the Pooling and Servicing Agreements (with such changes as are agreed to between such Successor Servicer in its capacity as master servicer under this Agreement and the transactions set forth or provided for herein Trustee) and shall have the rights and powers and be subject to all the responsibilities, duties and liabilities relating thereto placed on the Master Servicer such Servicing Party by the terms and provisions hereof hereof, and all references in any Pooling and Servicing Agreement to the Servicer or the Sub-Servicer, as the case may be, shall be deemed to refer to the Successor Servicer. The Successor Servicer shall manage the servicing and administration of the Receivables, the collection of payments due under the Receivables and the charging off of any Receivables as uncollectible, with reasonable care, using that degree of skill and attention that is the customary and usual standard of practice of prudent receivables servicers with respect to all comparable receivables serviced for itself or others. The Successor Servicer shall not be liable for, and the Servicer shall indemnify the Successor Servicer against costs incurred by the Successor Servicer as a result of, any acts or omissions of any Servicing Party or any events or occurrences occurring prior to the Successor Servicer's acceptance of its capacity appointment as Successor Servicer. (d) The Company and the Trustee will review any bids obtained from Eligible Successor Servicers and the Company and the Trustee, or the Company (with the consent of the Trustee), may appoint any Eligible Successor Servicer submitting such successor shall have a bid as a Successor Servicer for servicing compensation not in excess of the same limitation of liability herein Servicing Fee. (e) All authority and power granted to the Master Servicer. In Successor Servicer under any Pooling and Servicing Agreement shall automatically cease and terminate on the event that Trust Termination Date, and shall pass to and be vested in the Trustee Company and, without limitation, the Company is succeeding hereby authorized and empowered to execute and deliver, on behalf of the Master Servicer as the Master Successor Servicer, as compensation thereforattorney-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 from and after the Trust Termination Date. The Successor Servicer agrees to cooperate with the Company in effecting the termination of the responsibilities and rights of the Successor Servicer to conduct servicing on the Receivables. The Successor Servicer shall transfer all of its records relating to the Receivables to the Company in such form as the Company may reasonably request and shall transfer all other records, correspondence and documents to the Company in the manner and at such times as the Company shall reasonably request. To the extent that compliance with this Section 6.2 shall require the Successor Servicer to disclose to the Company information of any kind which the Successor Servicer deems to be confidential, the Trustee Company shall be entitled required to receive monthly enter into such portion of the Master Servicing Fee, together with such other servicing compensation as is agreed to at such time by the Trustee customary licensing and the Master Servicer, but in no event more than 25% thereof until the date of final cessation of the Master Servicer's servicing activities hereunder. Notwithstanding the above, the Trustee may, if it shall be unwilling to so act, or shall, if it is unable to so act or to obtain a qualifying bid as described below, appoint, or petition a court of competent jurisdiction to appoint, any housing and home finance institution, bank or mortgage servicing institution having a net worth of not less than $10,000,000 and meeting such other standards for a successor servicer as are set forth herein, confidentiality agreements as the successor Successor Servicer shall reasonably deem necessary to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; provided, however, that until such a successor master servicer is appointed and has assumed the responsibilities, duties and liabilities of the Master Servicer hereunder, the Trustee shall continue as the successor to the Master Servicer as provided above. The compensation of any successor master servicer so appointed shall not exceed the compensation specified in Section 6.05protect its interests.

Trustee to Act; Appointment of Successor. When (a) On and after (i) the receipt by any Servicer of a Termination Notice pursuant to Section 6.01 or (ii) the date on which the applicable Servicer notifies the Trustee, the Master Servicer, the Company, each Rating Agency and each Agent in writing of its resignation pursuant to Section 5.03 (the "Resignation Notice"), the Servicer shall continue to perform all servicing functions under the Pooling and Servicing Agreements until the earlier of (x) the date on which a successor Servicer (a "Successor Servicer") accepts its appointment and (y) 60 days after the delivery of such Termination Notice or Resignation Notice, as the case may be. Upon the receipt by the Master Servicer receives of a Termination Notice or Resignation Notice with respect to a Servicer, the Master Servicer shall, without any action on the part of the Company, the Trustee or any other Person, be deemed appointed as Successor Servicer with respect to the Serviced Receivables; provided that no Successor Servicer need be appointed if the Servicer has resigned its duties in connection with its termination as a Seller in accordance with Section 7.04(b) hereof. The Master Servicer shall accept its appointment as Successor Servicer by a written notice delivered to the Trustee and the Company. In the event that the Master Servicer is unable to accept the appointment as Successor Servicer, the Trustee shall appoint any Eligible Successor Servicer. (b) On and after (i) the receipt by the Master Servicer of termination a Termination Notice pursuant to Section 7.01 6.01 (the "Master Servicer Termination Notice") or (ii) the Trustee receives the resignation of date on which the Master Servicer evidenced by an Opinion notifies the Trustee, the Company and each Rating Agency in writing of Counsel its resignation pursuant to Section 6.045.03 (the "Master Servicer Resignation Notice"), the Master Servicer shall continue to perform all master servicing functions under the Pooling and Servicing Agreements until the earlier of (x) the date on which an Eligible Successor Master Servicer who has been appointed as successor Master Servicer (a "Successor Master Servicer") accepts its appointment and (y) 60 days after the delivery of such Master Servicer Termination Notice or Master Servicer Resignation Notice, as the case may be. Upon the receipt by the Master Servicer of a Master Servicer Termination Notice or by the Trustee of a Master Servicer Resignation Notice with respect to the Master Servicer, the Trustee shall appoint any Eligible Successor Master Servicer, and such Successor Master Servicer shall accept its appointment by a written assumption in a form acceptable to the Trustee. (c) In the event that a Successor Servicer or Successor Master Servicer, as the case may be, has not been appointed or has not accepted its appointment within 60 days of delivery of the Termination Notice or Resignation Notice referred to in subsection (a) hereof with respect to a Successor Servicer, or a Master Servicer Termination Notice or a Master Servicer Resignation Notice referred to in subsection (b) hereof with respect to a Successor Master Servicer, the Trustee without further action shall be appointed Successor Servicer or Successor Master Servicer, as the case may be; provided, that the Trustee shall only be responsible for the duties and liabilities of Successor Servicer or Successor Master Servicer, as the case may be, that are consistent with an orderly collection and liquidation of the Receivables and other Trust Assets in the manner contemplated for such liquidations in Section 7.02 of the Pooling Agreement. The Trustee shall not be liable for any action taken or not taken in effecting such liquidations of Receivables so long as such liquidations are conducted in a commercially reasonable manner and on commercially reasonable terms. The Trustee may delegate any of its master servicing or servicing obligations to an affiliate or agent in accordance with Section 2.02(d). Notwithstanding the above, the Trustee shall, if the Trustee is legally unable so to act, petition a court of competent jurisdiction to appoint any Person qualifying as an Eligible Successor Servicer or Eligible Successor Master Servicer as the Successor Servicer or Successor Master Servicer, as the case may be, hereunder. The Master Servicer shall immediately give notice to each Rating Agency of the appointment of any Successor Servicer or Successor Master Servicer. (d) Upon its appointment, the Successor Servicer or Successor Master Servicer shall be the successor in all respects to the Servicer or Master Servicer in its capacity with respect to servicing or master servicing functions under the Pooling and Servicing Agreements (with such changes as master servicer under this Agreement are agreed to between such Successor Servicer or Successor Master Servicer, as the case may be, and either the Company (with the consent of the Rating Agencies) or the Company and the transactions set forth or provided for herein Trustee) and shall have the rights and powers and be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer or Master Servicer by the terms and provisions hereof hereof, and all references in its capacity as such successor shall have the same limitation of liability herein granted any Pooling and Servicing Agreement to the Master Servicer. In the event that the Trustee is succeeding to the Servicer or Master Servicer as the shall be deemed to refer to such Successor Servicer or Master Servicer, as compensation therefor, the Trustee shall be entitled to receive monthly such portion of the Master Servicing Fee, together with such other servicing compensation as is agreed to at such time by the Trustee and the case may be. The Successor Servicer or Master Servicer, but in no event more than 25% thereof until as the date of final cessation of case may be, shall not be liable for, and the replaced Master Servicer or Servicer's servicing activities hereunder. Notwithstanding the above, the Trustee may, if it shall be unwilling to so act, or shall, if it is unable to so act or to obtain a qualifying bid as described below, appoint, or petition a court of competent jurisdiction to appoint, any housing and home finance institution, bank or mortgage servicing institution having a net worth of not less than $10,000,000 and meeting such other standards for a successor servicer as are set forth herein, as the successor case may be, shall indemnify the Successor Servicer against costs incurred by the Successor Servicer or Master Servicer, as the case may be, as a result of, any acts or omissions of such replaced Servicer or Master Servicer or any events or occurrences occurring prior to the Successor Servicer's acceptance of its appointment as Successor Servicer or Master Servicer, as the case may be. Any Successor Servicer or the Successor Master Servicer, as the case may be, shall manage the servicing and administration of the Receivables in accordance with the Policies of the replaced Servicer or Master Servicer hereunder in and the assumption of all or any part terms of the responsibilities, duties or liabilities of the Master Servicer hereunder; provided, however, that until such a successor master servicer is appointed Pooling and has assumed the responsibilities, duties and liabilities of the Master Servicer hereunder, the Trustee shall continue as the successor to the Master Servicer as provided above. The compensation of any successor master servicer so appointed shall not exceed the compensation specified in Section 6.05Servicing Agreements.