Common use of Duties of the Master Servicer Clause in Contracts

Duties of the Master Servicer. The Master Servicer, prior to the occurrence of an Event of Default relating to the Servicer of which a Responsible Officer of the Master Servicer shall have actual knowledge and after the curing of all Events of Default that may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in this Agreement. During an Event of Default relating to the Servicer of which a Responsible Officer of the Master Servicer shall have actual knowledge, and which remains uncured, the Master Servicer shall exercise such of the rights and powers vested in it by this Agreement, and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. Any permissive right of the Master Servicer enumerated in this Agreement shall not be construed as a duty. The Master Servicer, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to it that are specifically required to be furnished pursuant to any provision of this Agreement, shall examine them to determine whether they conform to the requirements of this Agreement. The Master Servicer shall have no duty to recompute, recalculate or verify the accuracy of any resolution, certificate, statement, opinion, report, document, order or other instrument so furnished to the Master Servicer. If any such instrument is found not to conform to the requirements of this Agreement in a material manner, the Master Servicer shall take such action as it deems appropriate to have the instrument corrected, and if the instrument is not corrected to its satisfaction, it will provide notice thereof to the Certificateholders. No provision of this Agreement shall be construed to relieve the Master Servicer from liability for its own negligent action, its own negligent failure to act or its own misconduct; provided, however, that:

Duties of the Master Servicer. The Master Servicer, prior to the occurrence of an Event of Default relating to the Servicer of which a Responsible Officer of the Master Servicer shall have actual knowledge supervise, monitor and after oversee the curing of all Events of Default that may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in this Agreement. During an Event of Default relating to the Servicer of which a Responsible Officer obligation of the Master Servicer Servicers to service and administer their respective Mortgage Loans in accordance with the terms of the applicable Servicing Agreements, except the activities of the Servicers with respect to Mortgage Loans that are in default, including collection activity, modification of Mortgage Loans, foreclosure, and disposition of REO Property, the processing of any FHA or VA claims and the activities of any subservicers (“Excluded Servicing Obligations”), and shall have actual knowledge, full power and authority to do any and all things which remains uncuredit may deem necessary or desirable in connection with such master servicing and administration. In performing its obligations hereunder, the Master Servicer shall exercise such of the rights and powers vested act in it by this Agreementa manner consistent with Accepted Master Servicing Practices. Furthermore, and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. Any permissive right of the Master Servicer enumerated in this Agreement shall not be construed oversee and consult with each Servicer as a duty. The necessary from time-to-time to carry out the Master Servicer’s obligations hereunder, upon receipt of shall, from time to time, receive, review and evaluate all resolutions, certificates, statements, opinions, reports, documentsinformation and other data provided to the Master Servicer by each Servicer and shall otherwise exercise its reasonable best efforts to cause each Servicer to perform and observe the covenants, orders or other instruments furnished to it that are specifically required obligations and conditions to be furnished pursuant to any provision of this Agreement, shall examine them to determine whether they conform to performed or observed by such Servicer under the requirements of this applicable Servicing Agreement. The Master Servicer shall have no duty independently and separately monitor each Servicer’s servicing activities with respect to recomputeeach related Mortgage Loan, recalculate or verify reconcile the accuracy results of any resolution, certificate, statement, opinion, report, document, order or other instrument so furnished such monitoring with such information provided in the previous sentence on a monthly basis and coordinate corrective adjustments to the Servicers’ and Master Servicer’s records, and based on such reconciled and corrected information, prepare the report specified in Section 4.27 and any other information, statements and reports required hereunder. If Notwithstanding anything in this Agreement or any such instrument is found not to conform Servicing Agreement to the requirements of this Agreement in a material mannercontrary, the Master Servicer shall take such action as it deems appropriate have no duty or obligation to have supervise, monitor or oversee the instrument correctedactivities of any Servicer or to enforce the obligations of any Servicer under its Servicing Agreement with respect to (i) calculation of payments due under any Simple Interest Mortgage Loans or any Non-Monthly Mortgage Loans, and if (ii) the instrument is not corrected to its satisfaction, it will provide notice thereof collection of amounts with respect to the Certificateholders. No provision Mortgage Loans described on the Mortgage Loan Schedule attached as Schedule I-B hereto representing principal and/or interest due and owing on any such Mortgage Loan prior to the Cut-off Date or (iii) any Additional Collateral or any limited purpose surety bond relating thereto, including, without limitation, the collection of this Agreement shall be construed any amounts owing to relieve the Trust Fund in respect thereof (unless and until the Master Servicer from liability for shall have assumed the obligations of such Servicer as successor servicer under the related Servicing Agreement, in which case, as successor servicer, it shall be bound to serve and administer the Additional Collateral and any related limited purpose surety bond in accordance with the provisions of such Servicing Agreement). The Master Servicer shall reconcile the results of its own negligent actionMortgage Loan monitoring with the actual remittances of the Servicers to the Collection Account pursuant to the applicable Servicing Agreements. To the extent applicable to the obligations of the Master Servicer under this agreement, its own negligent failure to act or its own misconduct; providedthe Master Servicer shall at all times comply with the Housing Act, howeverFHA Regulations, that:the Readjustment Act, VA Regulations, and any administrative guidelines issued thereunder.

Duties of the Master Servicer. (a) The Master Servicer, prior to the occurrence of an Event of Default relating to the Servicer of which a Responsible Officer of the Master Servicer shall have actual knowledge take or cause to be taken all such action as may be necessary or reasonably advisable to service, administer and after collect each Pool Receivable from time to time, all in accordance with this Agreement and all applicable Laws, with reasonable care and diligence, and in accordance with the curing of all Events of Default that may have occurred, undertakes to perform such duties Credit and only such duties as are specifically set forth in this Agreement. During an Event of Default relating to Collection Policy and consistent with the Servicer of which a Responsible Officer past practices of the Master Servicer shall have actual knowledge, and which remains uncured, the Master Servicer shall exercise such of the rights and powers vested in it by this Agreement, and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. Any permissive right of the Master Servicer enumerated in this Agreement shall not be construed as a duty. The Master Servicer, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to it that are specifically required to be furnished pursuant to any provision of this Agreement, shall examine them to determine whether they conform to the requirements of this AgreementOriginators. The Master Servicer shall have no duty set aside, for the accounts of each Purchaser, the amount of Collections to recomputewhich each such Purchaser is entitled in accordance with Article IV hereof. The Master Servicer may, recalculate in accordance with the Credit and Collection Policy and consistent with past practices of the Originators, take such action, including modifications, waivers or verify restructurings of Pool Receivables and related Contracts, as the accuracy Master Servicer may reasonably determine to be appropriate to maximize Collections thereof or reflect adjustments expressly permitted under the Credit and Collection Policy or as expressly required under applicable Laws or the applicable Contract; provided, that for purposes of this Agreement: (i) such action shall not, and shall not be deemed to, change the number of days such Pool Receivable has remained unpaid from the date of the original due date related to such Pool Receivable, (ii) such action shall not alter the status of such Pool Receivable as a Delinquent Receivable or a Defaulted Receivable or limit the rights of any resolution, certificate, statement, opinion, report, document, order or other instrument so furnished to the Master Servicer. If any such instrument is found not to conform to the requirements of Secured Party under this Agreement in a material manneror any other Transaction Document and (iii) if an Event of Termination has occurred and is continuing, the Master Servicer shall may take such action as it deems appropriate only upon the prior written consent of the Administrative Agent. The Seller shall deliver to have the instrument corrected, and if the instrument is not corrected to its satisfaction, it will provide notice thereof to the Certificateholders. No provision of this Agreement shall be construed to relieve the Master Servicer from liability and the Master Servicer shall hold for its own negligent actionthe benefit of the Administrative Agent (individually and for the benefit of each Purchaser), its own negligent failure in accordance with their respective interests, all records and documents (including computer tapes or disks) with respect to act each Pool Receivable. Notwithstanding anything to the contrary contained herein, if an Event of Termination has occurred and is continuing, the Administrative Agent may direct the Master Servicer to commence or its own misconduct; provided, however, that:settle any legal action to enforce collection of any Pool Receivable that is a Defaulted Receivable or to foreclose upon or repossess any Related Security with respect to any such Defaulted Receivable.

Duties of the Master Servicer. The Master Servicer, prior to the occurrence of an Event of Default relating to the Servicer of which a Responsible Officer of the Master Servicer shall have actual knowledge supervise, monitor and after oversee the curing obligation of all Events the Servicer to service and administer the Mortgage Loans in accordance with the terms of Default that may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in this Agreement. During an Event , except the activities of Default relating to the Servicer with respect to Mortgage Loans that are in default, including collection activity, modification of which a Responsible Officer Mortgage Loans, foreclosure, and disposition of REO Property, and the Master Servicer processing of any FHA or VA claims (“Excluded Servicing Obligations”), and shall have actual knowledge, full power and authority to do any and all things which remains uncuredit may deem necessary or desirable in connection with such master servicing and administration. In performing its obligations hereunder, the Master Servicer shall exercise such of the rights and powers vested act in it by this Agreementa manner consistent with Accepted Master Servicing Practices. Furthermore, and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. Any permissive right of the Master Servicer enumerated in this Agreement shall not be construed oversee and consult with the Servicer as a duty. The necessary from time-to-time to carry out the Master Servicer’s obligations hereunder, upon receipt of shall, from time to time, receive, review and evaluate all resolutions, certificates, statements, opinions, reports, documentsinformation and other data provided to the Master Servicer by the Servicer and shall otherwise exercise its reasonable best efforts to cause the Servicer to perform and observe the covenants, orders or other instruments furnished to it that are specifically required obligations and conditions to be furnished pursuant to any provision of this Agreement, shall examine them to determine whether they conform to performed or observed by the requirements of Servicer under this Agreement. The Master Servicer shall have no duty independently and separately monitor the Servicer’s servicing activities with respect to recomputeeach Mortgage Loan, recalculate or verify reconcile the accuracy results of any resolution, certificate, statement, opinion, report, document, order or other instrument so furnished such monitoring with such information provided in the previous sentence on a monthly basis and coordinate corrective adjustments to the Servicer’s and Master Servicer’s records, and based on such reconciled and corrected information, prepare the report specified in Section 5.27 and any other information, statements and reports required hereunder. If any such instrument is found not to conform Notwithstanding anything in this Agreement to the requirements of this Agreement in a material mannercontrary, the Master Servicer shall take such action as it deems appropriate have no duty or obligation to have supervise, monitor or oversee the instrument correctedactivities of the Servicer or to enforce the obligations of the Servicer under this Agreement with respect to (i) calculation of payments due under any Simple Interest Mortgage Loans or any Bi-Weekly Mortgage Loans, and if or (ii) the instrument is not corrected to its satisfaction, it will provide notice thereof collection of amounts with respect to the CertificateholdersMortgage Loans described on the Mortgage Loan Schedule attached as Schedule I-B hereto representing principal and/or interest due and owing on any such Mortgage Loan prior to the Cut-off Date. No provision The Master Servicer shall reconcile the results of its Mortgage Loan monitoring with the actual remittances of the Servicer to the Collection Account pursuant to this Agreement shall be construed Agreement. To the extent applicable to relieve the obligations of the Master Servicer from liability for its own negligent actionunder this agreement, its own negligent failure to act or its own misconduct; providedthe Master Servicer shall at all times comply with the Housing Act, howeverFHA Regulations, that:the Readjustment Act, VA Regulations, and any administrative guidelines issued thereunder.

Duties of the Master Servicer. The Master Servicer, prior to the occurrence of an Event of Default relating to the Servicer of which a Responsible Officer of the Master Servicer shall have actual knowledge supervise, monitor and after oversee the curing of all Events of Default that may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in this Agreement. During an Event of Default relating to the Servicer of which a Responsible Officer obligation of the Master Servicer Servicers to service and administer their respective Mortgage Loans in accordance with the terms of the applicable Servicing Agreements, except the activities of the Servicers with respect to Mortgage Loans that are in default, including collection activity, modification of Mortgage Loans, foreclosure, and disposition of REO Property, the processing of any FHA or VA claims and the activities of any subservicers (“Excluded Servicing Obligations”), and shall have actual knowledge, full power and authority to do any and all things which remains uncuredit may deem necessary or desirable in connection with such master servicing and administration. In performing its obligations hereunder, the Master Servicer shall exercise such of the rights and powers vested act in it by this Agreementa manner consistent with Accepted Master Servicing Practices. Furthermore, and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. Any permissive right of the Master Servicer enumerated in this Agreement shall not be construed oversee and consult with each Servicer as a duty. The necessary from time-to-time to carry out the Master Servicer’s obligations hereunder, upon receipt of shall, from time to time, receive, review and evaluate all resolutions, certificates, statements, opinions, reports, documentsinformation and other data provided to the Master Servicer by each Servicer and shall otherwise exercise its reasonable best efforts to cause each Servicer to perform and observe the covenants, orders or other instruments furnished to it that are specifically required obligations and conditions to be furnished pursuant to any provision of this Agreement, shall examine them to determine whether they conform to performed or observed by such Servicer under the requirements of this applicable Servicing Agreement. The Master Servicer shall have no duty independently and separately monitor each Servicer’s servicing activities with respect to recomputeeach related Mortgage Loan, recalculate or verify reconcile the accuracy results of such monitoring with such information provided in the previous sentence on a monthly basis (except in the case of any resolution, certificate, statement, opinion, report, document, order or other instrument so furnished Mortgage Loan serviced by Washington Mutual Mortgage Securities Corp.) and coordinate corrective adjustments to the Servicers’ and Master Servicer’s records, and based on such reconciled and corrected information, prepare the report specified in Section 4.27 and any other information, statements and reports required hereunder. If Notwithstanding anything in this Agreement or any such instrument is found not to conform Servicing Agreement to the requirements of this Agreement in a material mannercontrary, the Master Servicer shall take such action as it deems appropriate have no duty or obligation to have supervise, monitor or oversee the instrument correctedactivities of any Servicer or to enforce the obligations of any Servicer under its Servicing Agreement with respect to (i) calculation of payments due under any Simple Interest Mortgage Loans or any Non-Monthly Mortgage Loans, and if (ii) the instrument is not corrected to its satisfaction, it will provide notice thereof collection of amounts with respect to the Certificateholders. No provision Mortgage Loans described on the Mortgage Loan Schedule attached as Schedule I-B hereto representing principal and/or interest due and owing on any such Mortgage Loan prior to the Cut-off Date or (iii) any Additional Collateral or any limited purpose surety bond relating thereto, including, without limitation, the collection of this Agreement shall be construed any amounts owing to relieve the Trust Fund in respect thereof (unless and until the Master Servicer from liability for shall have assumed the obligations of such Servicer as successor servicer under the related Servicing Agreement, in which case, as successor servicer, it shall be bound to serve and administer the Additional Collateral and any related limited purpose surety bond in accordance with the provisions of such Servicing Agreement). The Master Servicer shall reconcile the results of its own negligent actionMortgage Loan monitoring with the actual remittances of the Servicers to the Collection Account pursuant to the applicable Servicing Agreements, its own negligent failure except that the Master Servicer shall have no obligation to act or its own misconduct; providedreconcile any loan-level calculations provided by Washington Mutual Mortgage Securities Corp.). To the extent applicable to the obligations of the Master Servicer under this agreement, howeverthe Master Servicer shall at all times comply with the Housing Act, that:FHA Regulations, the Readjustment Act, VA Regulations, and any administrative guidelines issued thereunder.

Duties of the Master Servicer. The Master ServicerServicer is hereby authorized to act as agent for the Trust (and also on behalf of the Indenture Trustee and the Noteholders) and in such capacity shall manage, prior to service, administer and make collections on the occurrence of an Event of Default relating to Receivables, and perform the Servicer of which a Responsible Officer of other actions required by the Master Servicer shall have actual knowledge and after the curing of all Events of Default that may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in this Agreement. During an Event of Default relating to the Servicer of which a Responsible Officer of the Master Servicer shall have actual knowledge, and which remains uncured, the Master Servicer shall exercise such of the rights and powers vested in it by this Agreement, and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. Any permissive right of the Master Servicer enumerated in this Agreement shall not be construed as a duty. The Master Servicer, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to it that are specifically required to be furnished pursuant to any provision of this Agreement, shall examine them to determine whether they conform to the requirements of this Agreement. The Master Servicer agrees that its servicing of the Receivables shall have no duty be carried out in accordance with customary and usual procedures of institutions which service motor vehicles retail installment sales contracts and, to recomputethe extent more exacting, recalculate the degree of skill and attention that the Master Servicer exercises with respect to all comparable motor vehicle receivables that it services for itself or verify the accuracy of any resolutionothers. In performing such duties, certificate, statement, opinion, report, document, order or other instrument so furnished to long as Household is the Master Servicer, it shall comply with the standard and customary procedures for servicing all of its comparable motor vehicle receivables. If The Master Servicer's duties shall include, without limitation, collection and posting of all payments, responding to inquiries of Obligors on the Receivables, investigating delinquencies, sending payment statements to Obligors, reporting any such instrument is found not required tax information to conform Obligors, accounting for collections and furnishing monthly and annual statements to the requirements Indenture Trustee with respect to distributions, monitoring the status of this Agreement Insurance Policies with respect to the Financed Vehicles and performing the other duties specified herein. The Master Servicer shall also administer and enforce all rights and responsibilities of the holder of the Receivables provided for in a material mannerthe Dealer Agreements (and Household shall make efforts to obtain possession of the Dealer Agreements, to the extent it is necessary to do so), the Dealer Assignments and the Insurance Policies, to the extent that such Dealer Agreements, Dealer Assignments and Insurance Policies relate to the Receivables, the Financed Vehicles or the Obligors. To the extent consistent with the standards, policies and procedures otherwise required hereby, the Master Servicer shall take such action as it deems appropriate to have the instrument correctedfollow its customary standards, policies, and if procedures and shall have full power and authority, acting alone, to do any and all things in connection with such managing, servicing, administration and collection that it may deem necessary or desirable. Without limiting the instrument is not corrected to its satisfactiongenerality of the foregoing, it will provide notice thereof to the Certificateholders. No provision of this Agreement shall be construed to relieve the Master Servicer from liability for its own negligent actionis hereby authorized and empowered by the Trust to execute and deliver, its own negligent failure on behalf of the Trust, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to act or its own misconductthe Receivables and with respect to the Financed Vehicles; provided, however, that:that notwithstanding the foregoing and subject to Section 4.3 hereof, the Master Servicer shall not, except pursuant to an order from a court of competent jurisdiction, release an Obligor from payment of any unpaid amount under any Receivable or waive the right to collect the unpaid balance of any Receivable from the Obligor. The Master Servicer is hereby authorized to commence, in it's own name or in the name of the Trust, a legal proceeding to enforce a Receivable pursuant to Section 4.3 or to commence or participate in any other legal proceeding (including, without limitation, a bankruptcy proceeding) relating to or involving a Receivable, an Obligor or a Financed Vehicle. If the Master Servicer commences or participates in such a legal proceeding in its own name, the Trust shall thereupon be deemed to have automatically assigned such Receivable to the Master Servicer solely for purposes of commencing or participating in any such proceeding as a party or claimant, and the Master Servicer is authorized and empowered by the Trust to execute and deliver in the Master Servicer's name any notices, demands, claims, complaints, responses, affidavits or other documents or instruments in connection with any such proceeding. The Indenture Trustee and the Owner Trustee shall furnish the Master Servicer with any powers of attorney and other documents which the Master Servicer may reasonably request and which the Master Servicer deems necessary or appropriate and take any other steps which the Master Servicer may deem reasonably necessary or appropriate to enable the Master Servicer to carry out its servicing and administrative duties under this Agreement.

Duties of the Master Servicer. The Master Servicer, prior to the occurrence of an Event of Default relating to the Servicer of which a Responsible Officer of the Master Servicer shall have actual knowledge supervise, monitor and after oversee the curing of all Events of Default that may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in this Agreement. During an Event of Default relating to the Servicer of which a Responsible Officer obligation of the Master Servicer Servicers to service and administer their respective Mortgage Loans in accordance with the terms of the applicable Servicing Agreements, except the activities of the Servicers with respect to Mortgage Loans that are in default, including collection activity, modification of Mortgage Loans, foreclosure, and disposition of REO Property, and the processing of any FHA or VA claims (“Excluded Servicing Obligations”), and shall have actual knowledge, full power and authority to do any and all things which remains uncuredit may deem necessary or desirable in connection with such master servicing and administration. In performing its obligations hereunder, the Master Servicer shall exercise such of the rights and powers vested act in it by this Agreementa manner consistent with Accepted Master Servicing Practices. Furthermore, and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. Any permissive right of the Master Servicer enumerated in this Agreement shall not be construed oversee and consult with each Servicer as a duty. The necessary from time-to-time to carry out the Master Servicer’s obligations hereunder, upon receipt of shall, from time to time, receive, review and evaluate all resolutions, certificates, statements, opinions, reports, documentsinformation and other data provided to the Master Servicer by each Servicer and shall otherwise exercise its reasonable best efforts to cause each Servicer to perform and observe the covenants, orders or other instruments furnished to it that are specifically required obligations and conditions to be furnished pursuant to any provision of this Agreement, shall examine them to determine whether they conform to performed or observed by such Servicer under the requirements of this applicable Servicing Agreement. The Master Servicer shall have no duty independently and separately monitor each Servicer’s servicing activities with respect to recomputeeach related Mortgage Loan, recalculate or verify reconcile the accuracy results of any resolution, certificate, statement, opinion, report, document, order or other instrument so furnished such monitoring with such information provided in the previous sentence on a monthly basis and coordinate corrective adjustments to the Servicers’ and Master Servicer’s records, and based on such reconciled and corrected information, prepare the report specified in Section 4.27 and any other information, statements and reports required hereunder. If Notwithstanding anything in this Agreement or any such instrument is found not to conform Servicing Agreement to the requirements of this Agreement in a material mannercontrary, the Master Servicer shall take such action as it deems appropriate have no duty or obligation to have supervise, monitor or oversee the instrument correctedactivities of any Servicer or to enforce the obligations of any Servicer under its Servicing Agreement with respect to (i) calculation of payments due under any Simple Interest Mortgage Loans or any Bi-Weekly Mortgage Loans, and if or (ii) the instrument is not corrected to its satisfaction, it will provide notice thereof collection of amounts with respect to the CertificateholdersMortgage Loans described on the Mortgage Loan Schedule attached as Schedule I-B hereto representing principal and/or interest due and owing on any such Mortgage Loan prior to the Cut-off Date. No provision The Master Servicer shall reconcile the results of this Agreement shall be construed its Mortgage Loan monitoring with the actual remittances of the Servicers to relieve the Collection Account pursuant to the applicable Servicing Agreements. To the extent applicable to the obligations of the Master Servicer from liability for its own negligent actionunder this agreement, its own negligent failure to act or its own misconduct; providedthe Master Servicer shall at all times comply with the Housing Act, howeverFHA Regulations, that:the Readjustment Act, VA Regulations, and any administrative guidelines issued thereunder.

Duties of the Master Servicer. The Master ServicerServicer is hereby authorized to act as agent for the Issuer and in such capacity shall manage, prior to service, administer and make collections on the occurrence of an Event of Default relating to the Servicer of which a Responsible Officer of the Master Servicer shall have actual knowledge and after the curing of all Events of Default that may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in this Agreement. During an Event of Default relating to the Servicer of which a Responsible Officer of the Master Servicer shall have actual knowledgeReceivables, and which remains uncured, perform the Master Servicer shall exercise such of the rights and powers vested in it by this Agreement, and use the same degree of care and skill in their exercise as a prudent person would exercise or use other servicing actions required under the circumstances in the conduct of such person’s own affairs. Any permissive right of the Master Servicer enumerated in this Agreement shall not be construed as a duty. The Master Servicer, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to it that are specifically required to be furnished pursuant to any provision of this Agreement, shall examine them to determine whether they conform to the requirements of this Agreement. The Master Servicer agrees that its servicing of the Receivables shall have no duty to recomputebe carried out in accordance with customary and usual procedures of institutions which service motor vehicle retail installment sales contracts and, recalculate or verify the accuracy of any resolution, certificate, statement, opinion, report, document, order or other instrument so furnished to the extent more exacting, the degree of skill and attention that the Master Servicer exercises from time to time with respect to all comparable motor vehicle receivables that it services for itself or others (the "Servicing Standard"). The Master Servicer. If 's duties shall include, without limitation, collection and posting of all payments, responding to inquiries of Obligors on the Receivables, investigating delinquencies, sending payment coupons to Obligors, reporting any such instrument is found not required tax information to conform Obligors, monitoring the collateral, complying with the terms of the Lockbox Agreement, accounting for collections and furnishing monthly and annual statements to the requirements Indenture Trustee and the Majority Noteholder with respect to distributions, monitoring the status of this Agreement in a material mannerInsurance Policies with respect to the Financed Vehicles and performing the other duties specified herein. To the extent consistent with the Servicing Standard, the Master Servicer shall take have full power and authority, acting alone, to do any and all things in connection with such action as managing, servicing, administration and collection that it deems appropriate to have may deem necessary or desirable. Without limiting the instrument correctedgenerality of the foregoing, and if the instrument is not corrected to its satisfaction, it will provide notice thereof to the Certificateholders. No provision of this Agreement shall be construed to relieve the Master Servicer from liability for its own negligent actionis hereby authorized and empowered by the Issuer to execute and deliver, its own negligent failure on behalf of the Issuer, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to act or its own misconductthe Receivables and with respect to the Financed Vehicles; provided, however, thatthat notwithstanding the foregoing, the Master Servicer shall not, except pursuant to an order from a court of competent jurisdiction, release an Obligor from payment of any unpaid amount under any Receivable or waive the right to collect the unpaid balance of any Receivable from the Obligor except in accordance with the Servicing Standard. The Master Servicer is hereby authorized to commence, in its own name or in the name of the Issuer, a legal proceeding to enforce a Receivable pursuant to Section 4.3 or to commence or participate in any other legal proceeding (including, without limitation, a bankruptcy proceeding) relating to or involving a Receivable, an Obligor or a Financed Vehicle. If the Master Servicer commences or participates in such a legal proceeding in its own name, the Issuer shall thereupon be deemed to have automatically assigned such Receivable to the Master Servicer solely for purposes of commencing or participating in any such proceeding as a party or claimant, and the Master Servicer is authorized and empowered by the Issuer to execute and deliver in the Master Servicer's name any notices, demands, claims, complaints, responses, affidavits or other documents or instruments in connection with any such proceeding. The Indenture Trustee shall furnish the Master Servicer with any limited powers of attorney and other documents which the Master Servicer may reasonably request and which the Master Servicer deems necessary or appropriate and take any other steps which the Master Servicer may deem necessary or appropriate to enable the Master Servicer to carry out its servicing and administrative duties under this Agreement. Notwithstanding the above, the Master Servicer has delegated its servicing obligations in this Article IV to the Servicer, subject to the following:

Duties of the Master Servicer. (a) The Master Servicer, prior to the occurrence of an Event of Default relating to the Servicer of which a Responsible Officer of the Master Servicer shall have actual knowledge take or cause to be taken all such action as may be necessary or reasonably advisable to service, administer and after collect each Pool Receivable from time to time, all in accordance with this Agreement and all Applicable Laws, with reasonable care and diligence, and in accordance with the curing of all Events of Default that may have occurred, undertakes to perform such duties Credit and only such duties as are specifically set forth in this Agreement. During an Event of Default relating to Collection Policy and consistent with the Servicer of which a Responsible Officer past practices of the Master Servicer shall have actual knowledge, and which remains uncured, the Master Servicer shall exercise such of the rights and powers vested in it by this Agreement, and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. Any permissive right of the Master Servicer enumerated in this Agreement shall not be construed as a duty. The Master Servicer, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to it that are specifically required to be furnished pursuant to any provision of this Agreement, shall examine them to determine whether they conform to the requirements of this AgreementOriginators. The Master Servicer shall have no duty set aside, for the accounts of each Purchaser, the amount of Collections to recomputewhich each such Purchaser is entitled in accordance with Article IV hereof. The Master Servicer may, recalculate in accordance with the Credit and Collection Policy and consistent with past practices of the Originators, take such action, including modifications, waivers or verify restructurings of Pool Receivables and related Contracts, as the accuracy Master Servicer may reasonably determine to be appropriate to maximize Collections thereof or reflect adjustments expressly permitted under the Credit and Collection Policy or as expressly required under Applicable Laws or the applicable Contract; provided, that for purposes of this Agreement: (i) such action shall not, and shall not be deemed to, change the number of days such Pool Receivable has remained unpaid from the date of the original due date related to such Pool Receivable, (ii) such action shall not alter the status of such Pool Receivable as a Delinquent Receivable or a Defaulted Receivable or limit the rights of any resolution, certificate, statement, opinion, report, document, order or other instrument so furnished to the Master Servicer. If any such instrument is found not to conform to the requirements of Secured Party under this Agreement in a material manneror any other Transaction Document and (iii) if an Event of Termination has occurred and is continuing, the Master Servicer shall may take such action as it deems appropriate only upon the prior written consent of the Administrative Agent. The Seller shall deliver to have the instrument corrected, and if the instrument is not corrected to its satisfaction, it will provide notice thereof to the Certificateholders. No provision of this Agreement shall be construed to relieve the Master Servicer from liability and the Master Servicer shall hold for its own negligent actionthe benefit of the Administrative Agent (individually and for the benefit of each Purchaser), its own negligent failure in accordance with their respective interests, all records and documents (including computer tapes or disks) with respect to act each Pool Receivable. Notwithstanding anything to the contrary contained herein, if an Event of Termination has occurred and is continuing, the Administrative Agent may direct the Master Servicer to commence or its own misconduct; provided, however, that:settle any legal action to enforce collection of any Pool Receivable that is a Defaulted Receivable or to foreclose upon or repossess any Related Security with respect to any such Defaulted Receivable.

Duties of the Master Servicer. (a) The Master Servicer, prior to the occurrence of an Event of Default relating to the Servicer of which a Responsible Officer of the Master Servicer shall have actual knowledge take or cause to be taken all such action as may be necessary or advisable to collect all payments due under each Receivable and after the curing of related Contract from time to time, all Events of Default that may have occurredin accordance with applicable laws, undertakes to perform such duties rules and only such duties as are specifically set forth in this Agreement. During an Event of Default relating to the Servicer of which a Responsible Officer of the Master Servicer shall have actual knowledgeregulations, with reasonable care and diligence, and which remains uncured, in accordance with the Master Servicer shall exercise such of the rights Credit and powers vested in it by this Agreement, and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. Any permissive right of the Master Servicer enumerated in this Agreement shall not be construed as a dutyCollection Policy. The Master Servicer's duties will include, upon receipt without limitation, collection and posting of all resolutionspayments, certificatesresponding to inquiries of Obligors regarding the Receivables and related Contracts, statementsinvestigating delinquencies and remitting payments to the Agent in a timely manner. Each of the Pledgors, opinionsthe Company, reportsthe Agent and the Bank Investors hereby appoints as its agent the Master Servicer, documentsfrom time to time designated pursuant to Section 6.1 hereof, orders to enforce its respective rights and interests in and under the Affected Assets. To the extent 82 88 permitted by applicable law, each of the Pledgors and the Seller hereby grants to any Master Servicer appointed hereunder an irrevocable power of attorney to take any and all steps in the Pledgors' and/or the Seller's name and on behalf of the Pledgors or the Seller necessary or desirable, in the reasonable determination of the Master Servicer, to collect all amounts due under any and all Receivables, including, without limitation, endorsing the Pledgors' and/or the Seller's name on checks and other instruments furnished to it that are specifically required to be furnished pursuant to any provision of this Agreement, shall examine them to determine whether they conform to representing Collections and enforcing such Receivables and the requirements of this Agreementrelated Contracts. The Master Servicer shall have no duty to recompute, recalculate or verify set aside for the accuracy account of any resolution, certificate, statement, opinion, report, document, order or other instrument so furnished the Pledgors and the Agent their respective allocable shares of the Collections of Receivables in accordance with Sections 2.5 and 2.6 hereof. The Master Servicer shall segregate and deposit to the Master ServicerAgent's account the Agent's allocable share of Collections of Receivables when required pursuant to Article II hereof. If any such instrument is found not to conform to the requirements of this Agreement in a material mannerSo long as no Termination Event shall have occurred and be continuing, the Master Servicer shall take such action as it deems appropriate to have may, in accordance with the instrument correctedCredit and Collection Policy, and if extend the instrument is not corrected to its satisfaction, it will provide notice thereof to the Certificateholders. No provision maturity of this Agreement shall be construed to relieve the Master Servicer from liability for its own negligent action, its own negligent failure to act or its own misconductReceivables; provided, however, that:that such extension or adjustment shall not alter the status of such Receivable as a Delinquent Receivable or a Defaulted Receivable, as applicable. The Master Servicer may not otherwise waive, modify or otherwise vary any provision of a Contract except as consistent with the Credit and Collection Policy. The Master Servicer may not permit a Receivable to be terminated prior to the scheduled termination date thereof unless such termination results in a payment at least equal to the Required Payoff Amount being deposited into the Collection Account with respect to the related Payment Date. The Pledgors shall deliver to the Master Servicer and the Master Servicer shall hold in trust for the Pledgors and the Agent, on behalf of the Company and the Bank Investors, in accordance with their respective interests, all Records which evidence or relate to Receivables or Related Security. The Master Servicer shall not make the Agent, the Company or any of the Bank Investors a party to any litigation without the prior written consent of such Person.

Duties of the Master Servicer. The Master Servicer, prior to the occurrence of an Event of Default relating to the Servicer of which a Responsible Officer of the Master Servicer shall have actual knowledge supervise, monitor and after oversee the curing of all Events of Default that may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in this Agreement. During an Event of Default relating to the Servicer of which a Responsible Officer obligation of the Master Servicer Servicers to service and administer their respective Mortgage Loans in accordance with the terms of the applicable Servicing Agreement and shall have actual knowledge, full power and authority to do any and all things which remains uncuredit may deem necessary or desirable in connection with such master servicing and administration. In performing its obligations hereunder, the Master Servicer shall exercise such of the rights and powers vested act in it by this Agreementa manner consistent with Accepted Master Servicing Practices. Furthermore, and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. Any permissive right of the Master Servicer enumerated in this Agreement shall not be construed oversee and consult with each Servicer as a duty. The necessary from time-to-time to carry out the Master Servicer's obligations hereunder, upon receipt of shall receive, review and evaluate all resolutions, certificates, statements, opinions, reports, documentsinformation and other data provided to the Master Servicer by each Servicer and shall cause each Servicer to perform and observe the covenants, orders or other instruments furnished to it that are specifically required obligations and conditions to be furnished pursuant to any provision of this Agreement, shall examine them to determine whether they conform to performed or observed by such Servicer under the requirements of this applicable Servicing Agreement. The Master Servicer shall have no duty independently and separately monitor each Servicer's servicing activities with respect to recomputeeach related Mortgage Loan, recalculate or verify reconcile the accuracy results of any resolution, certificate, statement, opinion, report, document, order or other instrument so furnished such monitoring with such information provided in the previous sentence on a monthly basis and coordinate corrective adjustments to the Servicers' and Master Servicer's records, and based on such reconciled and corrected information, prepare the statements specified in Section 6.04 and any other information and statements required hereunder. If any such instrument is found not to conform The Master Servicer shall reconcile the results of its Mortgage Loan monitoring with the actual remittances of the Servicers to the requirements of this Agreement in a material mannerProtected Account pursuant to the applicable Servicing Agreements. Subject to Section 3.05, the Trustee shall furnish the Master Servicer shall take such action as with any powers of attorney and other documents supplied to it deems reasonably necessary or appropriate to have the instrument corrected, and if the instrument is not corrected to its satisfaction, it will provide notice thereof to the Certificateholders. No provision of this Agreement shall be construed to relieve enable the Master Servicer from liability for its own negligent action, its own negligent failure to act or its own misconduct; provided, however, that:master service and administer the Mortgage Loans.

Duties of the Master Servicer. (a) The Master ServicerServicer shall take or cause to be taken all such action as may be necessary or reasonably advisable to service, prior administer and collect each Pool Receivable from time to time, all in accordance with this Agreement and all Applicable Laws, with reasonable care and diligence, and in accordance with the occurrence Credit and Collection Policies. The Master Servicer (and from and after the Dominion Date, the Administrative Agent) shall set aside, for the accounts of an Event each Purchaser, the amount of Default relating Collections to which each such Purchaser is entitled in accordance with Article IV hereof. The Master Servicer may, in accordance with the Servicer applicable Credit and Collection Policy, take such action, including modifications, extensions of which a Responsible Officer maturity, adjustments of Outstanding Balances, waivers or restructurings of Pool Receivables and related Contracts, as the Master Servicer shall have actual knowledge may reasonably determine to be appropriate to maximize Collections thereof; and after may require the curing Obligor of all Events of Default that may have occurreda Delinquent Receivable or Defaulted Receivable to execute and deliver a promissory note to evidence its obligations on such Receivable; provided that, undertakes unless otherwise agreed to perform such duties and only such duties as are specifically set forth by the Administrative Agent in this Agreement. During an Event of Default relating to the Servicer of which a Responsible Officer of the Master Servicer shall have actual knowledge, and which remains uncuredwriting, the Master Servicer shall exercise promptly deliver the original of any such promissory note in a principal amount exceeding (i) if an Amortization Event or a Potential Amortization Event has occurred and is continuing at such time, $0.00, or (ii) at any other time, $10,000, to the Administrative Agent; and provided, however, that for purposes of this Agreement: (i) such action shall not, and shall not be deemed to, change the number of days such Pool Receivable has remained unpaid from the date of the rights and powers vested in it by this Agreementoriginal due date related to such Pool Receivable, and use (ii) such action shall not alter the same degree status of care and skill in their exercise such Pool Receivable as a prudent person would exercise Delinquent Receivable or use a Defaulted Receivable or limit the rights of any Secured Party under the circumstances in the conduct of such person’s own affairs. Any permissive right of this Agreement or any other Transaction Document and (iii) if an Amortization Event has occurred and is continuing, the Master Servicer enumerated in this Agreement may take such action only upon the prior written consent of the Administrative Agent. Seller shall not be construed as a duty. The Master Servicer, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to it that are specifically required to be furnished pursuant to any provision of this Agreement, shall examine them to determine whether they conform to the requirements of this Agreement. The Master Servicer shall have no duty to recompute, recalculate or verify the accuracy of any resolution, certificate, statement, opinion, report, document, order or other instrument so furnished deliver to the Master Servicer. If any such instrument is found not to conform to the requirements of this Agreement in a material manner, and the Master Servicer shall take such action as it deems appropriate hold for the benefit of the Administrative Agent (individually and for the benefit of each Purchaser), in accordance with their respective interests, all records and documents (including computer tapes or disks) with respect to have the instrument corrected, and if the instrument is not corrected to its satisfaction, it will provide notice thereof each Pool Receivable. Notwithstanding anything to the Certificateholders. No provision of this Agreement shall be construed to relieve contrary contained herein, if an Amortization Event has occurred and is continuing, the Administrative Agent may direct the Master Servicer from liability for its own negligent action, its own negligent failure to act commence or its own misconduct; provided, however, that:settle any legal action to enforce collection of any Pool Receivable or to foreclose upon or repossess any Related Security.

Duties of the Master Servicer. The Master Servicer, prior to the occurrence of an Event of Default relating to the Servicer of which a Responsible Officer of the Master Servicer shall have actual knowledge supervise, monitor and after oversee the curing of all Events of Default that may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in this Agreement. During an Event of Default relating to the Servicer of which a Responsible Officer obligation of the Master Servicer Servicers to service and administer their respective Mortgage Loans in accordance with the terms of the applicable Servicing Agreements, except the activities of the Servicers with respect to Mortgage Loans that are in default, including collection activity, modification of Mortgage Loans, foreclosure, and disposition of REO Property, the processing of any FHA or VA claims and the activities of any subservicers (“Excluded Servicing Obligations”), and shall have actual knowledge, full power and authority to do any and all things which remains uncuredit may deem necessary or desirable in connection with such master servicing and administration. In performing its obligations hereunder, the Master Servicer shall exercise such of the rights and powers vested act in it by this Agreementa manner consistent with Accepted Master Servicing Practices. Furthermore, and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. Any permissive right of the Master Servicer enumerated in this Agreement shall not be construed oversee and consult with each Servicer as a duty. The necessary from time-to-time to carry out the Master Servicer’s obligations hereunder, upon receipt of shall, from time to time, receive, review and evaluate all resolutions, certificates, statements, opinions, reports, documentsinformation and other data provided to the Master Servicer by each Servicer and shall otherwise exercise its reasonable best efforts to cause each Servicer to perform and observe the covenants, orders or other instruments furnished to it that are specifically required obligations and conditions to be furnished pursuant to any provision of this Agreement, shall examine them to determine whether they conform to performed or observed by such Servicer under the requirements of this applicable Servicing Agreement. The Master Servicer shall have no duty independently and separately monitor each Servicer’s servicing activities with respect to recomputeeach related Mortgage Loan, recalculate or verify reconcile the accuracy results of such monitoring with such information provided in the previous sentence on a monthly basis (except in the case of any resolutionMortgage Loan serviced by Citibank, certificate, statement, opinion, report, document, order or other instrument so furnished N.A.) and coordinate corrective adjustments to the Servicers’ and Master Servicer’s records, and based on such reconciled and corrected information, prepare the report specified in Section 4.27 and any other information, statements and reports required hereunder. If Notwithstanding anything in this Agreement or any such instrument is found not to conform Servicing Agreement to the requirements of this Agreement in a material mannercontrary, the Master Servicer shall take such action as it deems appropriate have no duty or obligation to have supervise, monitor or oversee the instrument correctedactivities of any Servicer or to enforce the obligations of any Servicer under its Servicing Agreement with respect to (i) calculation of payments due under any Simple Interest Mortgage Loans or any Bi-Weekly Mortgage Loans, and if (ii) the instrument is not corrected to its satisfaction, it will provide notice thereof collection of amounts with respect to the Certificateholders. No provision Mortgage Loans described on the Mortgage Loan Schedule attached as Schedule I-B hereto representing principal and/or interest due and owing on any such Mortgage Loan prior to the Cut-off Date or (iii) any Additional Collateral or any limited purpose surety bond relating thereto, including, without limitation, the collection of this Agreement shall be construed any amounts owing to relieve the Trust Fund in respect thereof (unless and until the Master Servicer from liability for shall have assumed the obligations of such Servicer as successor servicer under the related Servicing Agreement, in which case, as successor servicer, it shall be bound to serve and administer the Additional Collateral and any related limited purpose surety bond in accordance with the provisions of such Servicing Agreement) or. The Master Servicer shall reconcile the results of its own negligent actionMortgage Loan monitoring with the actual remittances of the Servicers to the Collection Account pursuant to the applicable Servicing Agreements except that the Master Servicer shall have no obligation to reconcile any loan-level calculations provided by Citibank, its own negligent failure N.A. To the extent applicable to act or its own misconduct; providedthe obligations of the Master Servicer under this agreement, howeverthe Master Servicer shall at all times comply with the Housing Act, that:FHA Regulations, the Readjustment Act, VA Regulations, and any administrative guidelines issued thereunder.

Duties of the Master Servicer. (a) The Master Servicer, prior to the occurrence of an Event of Default relating to the Servicer of which a Responsible Officer of the Master Servicer shall have actual knowledge take or cause to be taken all such action as may be necessary or reasonably advisable to service, administer and after collect each Pool Receivable from time to time, all in accordance with this Agreement and all Applicable Laws, with reasonable care and diligence, and in accordance with the curing of all Events of Default that may have occurred, undertakes to perform such duties Credit and only such duties as are specifically set forth in this Agreement. During an Event of Default relating to Collection Policy and consistent with the Servicer of which a Responsible Officer past practices of the Master Servicer shall have actual knowledge, and which remains uncured, the Master Servicer shall exercise such of the rights and powers vested in it by this Agreement, and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. Any permissive right of the Master Servicer enumerated in this Agreement shall not be construed as a duty. The Master Servicer, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to it that are specifically required to be furnished pursuant to any provision of this Agreement, shall examine them to determine whether they conform to the requirements of this AgreementOriginators. The Master Servicer shall have no duty set aside, for the accounts of each Purchaser, the amount of Collections to recomputewhich each such Purchaser is entitled in accordance with Article IV hereof. The Master Servicer may, recalculate in accordance with the Credit and Collection Policy and consistent with past practices of the Originators, take such action, including modifications, waivers or verify restructurings of Pool Receivables and related Contracts, as the accuracy Master Servicer may reasonably determine to be appropriate to maximize Collections thereof or reflect adjustments expressly permitted under the Credit and Collection Policy or as expressly required under Applicable Laws or the applicable Contract; provided, that for purposes of this Agreement: (i) such action shall not, and shall not be deemed to, change the number of days such Pool Receivable has remained unpaid from the date of the original due date related to such Pool Receivable, (ii) such action shall not alter the status of such Pool Receivable as a Delinquent Receivable or a Defaulted Receivable or limit the rights of any resolution, certificate, statement, opinion, report, document, order or other instrument so furnished to the Master Servicer. If any such instrument is found not to conform to the requirements of Secured Party under this Agreement in a material manneror any other Facility Document and (iii) if an Event of Termination has occurred and is continuing, the Master Servicer shall may take such action as it deems appropriate only upon the prior written consent of the Administrative Agent. The Seller shall deliver to have the instrument corrected, and if the instrument is not corrected to its satisfaction, it will provide notice thereof to the Certificateholders. No provision of this Agreement shall be construed to relieve the Master Servicer from liability and the Master Servicer shall hold for its own negligent actionthe benefit of the Administrative Agent (individually and for the benefit of each Purchaser), its own negligent failure in accordance with their respective interests, all records and documents (including computer tapes or disks) with respect to act each Pool Receivable. Notwithstanding anything to the contrary contained herein, if an Event of Termination has occurred and is continuing, the Administrative Agent may direct the Master Servicer to commence or its own misconduct; provided, however, that:settle any legal action to enforce collection of any Pool Receivable that is a Defaulted Receivable or to foreclose upon or repossess any Related Security with respect to any such Defaulted Receivable.

Duties of the Master Servicer. The Master Servicer, prior to the occurrence of an Event of Default relating to the Servicer of which a Responsible Officer of the Master Servicer shall have actual knowledge supervise, monitor and after oversee the curing of all Events of Default that may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in this Agreement. During an Event of Default relating to the Servicer of which a Responsible Officer obligation of the Master Servicer Servicers to service and administer their respective Mortgage Loans in accordance with the terms of the applicable Servicing Agreement and shall have actual knowledge, full power and authority to do any and all things which remains uncuredit may deem necessary or desirable in connection with such master servicing and administration. In performing its obligations hereunder, the Master Servicer shall exercise such of the rights and powers vested act in it by this Agreementa manner consistent with Accepted Master Servicing Practices. Furthermore, and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. Any permissive right of the Master Servicer enumerated in this Agreement shall not be construed oversee and consult with each Servicer as a duty. The necessary from time-to-time to carry out the Master Servicer's obligations hereunder, upon receipt of shall receive, review and evaluate all resolutions, certificates, statements, opinions, reports, documentsinformation and other data provided to the Master Servicer by each Servicer and shall cause each Servicer to perform and observe the covenants, orders or other instruments furnished to it that are specifically required obligations and conditions to be furnished pursuant to any provision of this Agreement, shall examine them to determine whether they conform to performed or observed by such Servicer under the requirements of this applicable Servicing Agreement. The Master Servicer shall have no duty independently and separately monitor each Servicer's servicing activities with respect to recomputeeach related Mortgage Loan, recalculate or verify reconcile the accuracy results of any resolution, certificate, statement, opinion, report, document, order or other instrument so furnished such monitoring with such information provided in the previous sentence on a monthly basis and coordinate corrective adjustments to the Servicers' and Master Servicer's records, and based on such reconciled and corrected information, prepare the statements specified in Section 6.04 and any other information and statements required hereunder. If any such instrument is found not to conform The Master Servicer shall reconcile the results of its Mortgage Loan monitoring with the actual remittances of the Servicers to the requirements Protected Account pursuant to the applicable Servicing Agreements. Notwithstanding the foregoing or any other provision of this Agreement in a material manneror the Servicing Agreement with MLCC to the contrary, the Master Servicer shall take such action as it deems appropriate have no duty or obligation to have supervise, monitor or oversee the instrument correctedactivities of EMC under Section 3.15 hereof or of MLCC or to enforce the obligations of EMC under Section 3.15 hereof or of MLCC under its Servicing Agreement with respect to any Additional Collateral or any Surety Bond, and if including, without limitation, the instrument is not corrected to its satisfaction, it will provide notice thereof collection of any amounts owing to the Certificateholders. No provision of this Agreement shall be construed to relieve Trust in respect thereof (unless and until the Master Servicer from liability for its own negligent actionshall have assumed the obligations of MLCC as successor Servicer under such Servicing Agreement pursuant to Section 3.02 hereof, its own negligent failure in which case, as successor Servicer, it shall be bound to act or its own misconduct; provided, however, that:service and administer the Additional Collateral and the Surety Bonds in accordance with the provisions of such Servicing Agreement).

Duties of the Master Servicer. (a) The Master ServicerServicer shall take or cause to be taken all such action as may be necessary or reasonably advisable to service, prior administer and collect each Pool Receivable from time to time, all in accordance with this Agreement and all Applicable Laws, with reasonable care and diligence, and in accordance with the occurrence Credit and Collection Policies. The Master Servicer shall set aside, for the accounts of an Event each Purchaser, the amount of Default relating Collections to which each such Purchaser is entitled in accordance with Article IV hereof. The Master Servicer may, in accordance with the Servicer applicable Credit and Collection Policy, take such action, including modifications, extensions of which a Responsible Officer maturity, adjustments of Outstanding Balances, waivers or restructurings of Pool Receivables and related Contracts, as the Master Servicer shall have actual knowledge may reasonably determine to be appropriate to maximize Collections thereof; and after may require the curing Obligor of all Events of Default that may have occurreda Delinquent Receivable or Defaulted Receivable to execute and deliver a promissory note to evidence its obligations on such Receivable; provided that, undertakes unless otherwise agreed to perform such duties and only such duties as are specifically set forth by the Administrative Agent in this Agreement. During an Event of Default relating to the Servicer of which a Responsible Officer of the Master Servicer shall have actual knowledge, and which remains uncuredwriting, the Master Servicer shall exercise promptly deliver the original of any such promissory note in a principal amount exceeding (i) if Termination Event or an Unmatured Termination Event has occurred and is continuing at such time, $0, or (ii) at any other time, $10,000, to the Administrative Agent; and provided, however, that for purposes of the rights and powers vested in it by this Agreement: (i) such action shall not, and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. Any permissive right of the Master Servicer enumerated in this Agreement shall not be construed deemed to, change the number of days such Pool Receivable has remained unpaid from the date of the original due date related to such Pool Receivable, (ii) such action shall not alter the status of such Pool Receivable as a duty. The Master Servicer, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders Delinquent Receivable or other instruments furnished to it that are specifically required to be furnished pursuant to any provision of this Agreement, shall examine them to determine whether they conform to a Defaulted Receivable or limit the requirements of this Agreement. The Master Servicer shall have no duty to recompute, recalculate or verify the accuracy rights of any resolution, certificate, statement, opinion, report, document, order or other instrument so furnished to the Master Servicer. If any such instrument is found not to conform to the requirements of Secured Party under this Agreement in a material manneror any other Transaction Document and (iii) if an Event of Termination has occurred and is continuing, the Master Servicer shall may take such action as it deems appropriate only upon the prior written consent of the Administrative Agent. The Seller shall deliver to have the instrument corrected, and if the instrument is not corrected to its satisfaction, it will provide notice thereof to the Certificateholders. No provision of this Agreement shall be construed to relieve the Master Servicer from liability and the Master Servicer shall hold for its own negligent actionthe benefit of the Administrative Agent (individually and for the benefit of each Purchaser), its own negligent failure in accordance with their respective interests, all records and documents (including computer tapes or disks) with respect to act each Pool Receivable. Notwithstanding anything to the contrary contained herein, if an Event of Termination has occurred and is continuing, the Administrative Agent may direct the Master Servicer to commence or its own misconduct; providedsettle any legal action to enforce collection of any Pool Receivable or to foreclose upon or repossess any Related Security. Notwithstanding the foregoing, howeverif an Event of Termination has occurred and is continuing and Moog or an Affiliate thereof is serving as the Master Servicer, that:Moog or such Affiliate shall not cause any Pool Receivable to be converted to, or to otherwise become, an Unbilled Receivable (including, without limitation, by issuing a credit memo in respect of such Pool Receivable and thereafter re-billing such Receivable as contemplated by the definition of “Dilution Excluded Receivable”).

Duties of the Master Servicer. (a) The Master ServicerServicer shall take or cause to be taken all such action as may be necessary or reasonably advisable to service, prior administer and collect each Pool Receivable from time to time, all in accordance with this Agreement and all Applicable Laws, with reasonable care and diligence, and in accordance with the occurrence Credit and Collection Policies. The Master Servicer (and from and after the Dominion Date, the Administrative Agent) shall set aside, for the accounts of an Event each Purchaser, the amount of Default relating Collections to which each such Purchaser is entitled in accordance with Article IV hereof. The Master Servicer may, in accordance with the Servicer applicable Credit and Collection Policy, take such action, including modifications, extensions of which a Responsible Officer maturity, adjustments of Outstanding Balances, waivers or restructurings of Pool Receivables and related Contracts, as the Master Servicer shall have actual knowledge may reasonably determine to be appropriate to maximize Collections thereof; and after may require the curing Obligor of all Events of Default that may have occurreda Delinquent Receivable or Defaulted Receivable to execute and deliver a promissory note to evidence its obligations on such Receivable; provided that, undertakes unless otherwise agreed to perform such duties and only such duties as are specifically set forth by the Administrative Agent in this Agreement. During an Event of Default relating to the Servicer of which a Responsible Officer of the Master Servicer shall have actual knowledge, and which remains uncuredwriting, the Master Servicer shall exercise promptly deliver the original of any such promissory note in a principal amount exceeding (i) if an Amortization Event or a Potential Amortization Event has occurred and is continuing at such time, $0, or (ii) at any other time, $10,000, to the Administrative Agent; and provided, however, that for purposes of this Agreement: (i) such action shall not, and shall not be deemed to, change the number of days such Pool Receivable has remained unpaid from the date of the rights and powers vested in it by this Agreementoriginal due date related to such Pool Receivable, and use (ii) such action shall not alter the same degree status of care and skill in their exercise such Pool Receivable as a prudent person would exercise Delinquent Receivable or use a Defaulted Receivable or limit the rights of any Secured Party under the circumstances in the conduct of such person’s own affairs. Any permissive right of this Agreement or any other Transaction Document and (iii) if an Amortization Event has occurred and is continuing, the Master Servicer enumerated in this Agreement may take such action only upon the prior written consent of the Administrative Agent. Seller shall not be construed as a duty. The Master Servicer, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to it that are specifically required to be furnished pursuant to any provision of this Agreement, shall examine them to determine whether they conform to the requirements of this Agreement. The Master Servicer shall have no duty to recompute, recalculate or verify the accuracy of any resolution, certificate, statement, opinion, report, document, order or other instrument so furnished deliver to the Master Servicer. If any such instrument is found not to conform to the requirements of this Agreement in a material manner, and the Master Servicer shall take such action as it deems appropriate hold for the benefit of the Administrative Agent (individually and for the benefit of each Purchaser), in accordance with their respective interests, all records and documents (including computer tapes or disks) with respect to have the instrument corrected, and if the instrument is not corrected to its satisfaction, it will provide notice thereof each Pool Receivable. Notwithstanding anything to the Certificateholders. No provision of this Agreement shall be construed to relieve contrary contained herein, if an Amortization Event has occurred and is continuing, the Administrative Agent may direct the Master Servicer from liability for its own negligent action, its own negligent failure to act commence or its own misconduct; provided, however, that:settle any legal action to enforce collection of any Pool Receivable or to foreclose upon or repossess any Related Security.

Duties of the Master Servicer. (a) The Master Servicer, prior to the occurrence of an Event of Default relating to the Servicer of which a Responsible Officer of the Master Servicer shall have actual knowledge take or cause to be taken all such action as may be necessary or reasonably advisable to service, administer and after the curing of collect each Pool Receivable from time to time, all Events of Default that may have occurredin accordance with this Agreement and all applicable Laws, undertakes to perform such duties with reasonable care and only such duties as are specifically set forth in this Agreement. During an Event of Default relating to the Servicer of which a Responsible Officer of the Master Servicer shall have actual knowledgediligence, and which remains uncured, in accordance with the Master Servicer shall exercise such Credit and Collection Policy and consistent with the past practices of the rights and powers vested in it by this Agreement, and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. Any permissive right of the Master Servicer enumerated in this Agreement shall not be construed as a duty. The Master Servicer, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to it that are specifically required to be furnished pursuant to any provision of this Agreement, shall examine them to determine whether they conform to the requirements of this AgreementOriginator. The Master Servicer shall have no duty set aside, for the account of the Purchaser, the amount of Collections to recomputewhich the Purchaser is entitled in accordance with Article IV hereof. The Master Servicer may, recalculate or verify in accordance with the accuracy Credit and Collection Policy and consistent with past practices of any resolutionOriginator, certificatetake such action, statementincluding modifications, opinionwaivers or restructurings of Pool Receivables and related Contracts, report, document, order or other instrument so furnished to as the Master Servicer. If any such instrument is found not Servicer may reasonably determine to conform be appropriate to maximize Collections thereof or reflect adjustments expressly permitted under the requirements Credit and Collection Policy or as expressly required under applicable Laws or the applicable Contract; provided, that for purposes of this Agreement: (i) such action shall not, and shall not be deemed to, change the number of days such Pool Receivable has remained unpaid from the date of the original due date related to such Pool Receivable, (ii) such action shall not alter the status of such Pool Receivable as a Delinquent Receivable or a Defaulted Receivable or limit the rights of any Secured Party under this Agreement in a material manneror any other Transaction Document and (iii) if an Event of Termination has occurred and is continuing, the Master Servicer shall may take such action as it deems appropriate only upon the prior written consent of the Purchaser. The Seller shall deliver to have the instrument corrected, and if the instrument is not corrected to its satisfaction, it will provide notice thereof to the Certificateholders. No provision of this Agreement shall be construed to relieve the Master Servicer from liability and the Master Servicer shall hold for its own negligent actionthe benefit of the Purchaser, its own negligent failure all records and documents (including computer tapes or disks) with respect to act each Pool Receivable. Notwithstanding anything to the contrary contained herein, if an Event of Termination has occurred and is continuing, the Purchaser may direct the Master Servicer to commence or its own misconduct; provided, however, that:settle any legal action to enforce collection of any Pool Receivable that is a Defaulted Receivable or to foreclose upon or repossess any Related Security with respect to any such Defaulted Receivable.

Duties of the Master Servicer. (a) The Master ServicerServicer shall take or cause to be taken all such action as may be necessary or reasonably advisable to service, prior administer and collect each Pool Receivable from time to time, all in accordance with this Agreement and all Applicable Laws, with reasonable care and diligence, and in accordance with the occurrence Credit and Collection Policies. The Master Servicer shall set aside, for the accounts of an Event each Purchaser, the amount of Default relating Collections to which each such Purchaser is entitled in accordance with Article IV hereof. The Master Servicer may, in accordance with the Servicer applicable Credit and Collection Policy, take such action, including modifications, extensions of which a Responsible Officer maturity, adjustments of Outstanding Balances, waivers or restructurings of Pool Receivables and related Contracts, as the Master Servicer shall have actual knowledge may reasonably determine to be appropriate to maximize Collections thereof; and after may require the curing Obligor of all Events of Default that may have occurreda Delinquent Receivable or Defaulted Receivable to execute and deliver a promissory note to evidence its obligations on such Receivable; provided that, undertakes unless otherwise agreed to perform such duties and only such duties as are specifically set forth by the Administrative Agent in this Agreement. During an Event of Default relating to the Servicer of which a Responsible Officer of the Master Servicer shall have actual knowledge, and which remains uncuredwriting, the Master Servicer shall exercise promptly deliver the original of any such promissory note in a principal amount exceeding (i) if Termination Event or an Unmatured Termination Event has occurred and is continuing at such time, $0, or (ii) at any other time, $10,000, to the Administrative Agent; and provided, however, that for purposes of the rights and powers vested in it by this Agreement: (i) such action shall not, and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. Any permissive right of the Master Servicer enumerated in this Agreement shall not be construed deemed to, change the number of days such Pool Receivable has remained unpaid from the date of the original due date related to such Pool Receivable, (ii) such action shall not alter the status of such Pool Receivable as a duty. The Master Servicer, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders Delinquent Receivable or other instruments furnished to it that are specifically required to be furnished pursuant to any provision of this Agreement, shall examine them to determine whether they conform to a Defaulted Receivable or limit the requirements of this Agreement. The Master Servicer shall have no duty to recompute, recalculate or verify the accuracy rights of any resolution, certificate, statement, opinion, report, document, order or other instrument so furnished to the Master Servicer. If any such instrument is found not to conform to the requirements of Secured Party under this Agreement in a material manneror any other Transaction Document and (iii) if an Event of Termination has occurred and is continuing, the Master Servicer shall may take such action as it deems appropriate only upon the prior written consent of the Administrative Agent. The Seller shall deliver to have the instrument corrected, and if the instrument is not corrected to its satisfaction, it will provide notice thereof to the Certificateholders. No provision of this Agreement shall be construed to relieve the Master Servicer from liability and the Master Servicer shall hold for its own negligent actionthe benefit of the Administrative Agent (individually and for the benefit of each Purchaser), its own negligent failure in accordance with their respective interests, all records and documents (including computer tapes or disks) with respect to act each Pool Receivable. Notwithstanding anything to the contrary contained herein, if an Event of Termination has occurred and is continuing, the Administrative Agent may direct the Master Servicer to commence or its own misconduct; providedsettle any legal action to enforce collection of any Pool Receivable or to foreclose upon or repossess any Related Security. Notwithstanding the foregoing, howeverif an Event of Termination has occurred and is continuing and Moog or an Affiliate thereof is serving as the Master Servicer, that:Moog or such Affiliate shall not cause any Pool Receivable to be converted to, 744072627 21691544 87 or to otherwise become, an Unbilled Receivable (including, without limitation, by issuing a credit memo in respect of such Pool Receivable and thereafter re-billing such Receivable as contemplated by the definition of “Dilution Excluded Receivable”).

Duties of the Master Servicer. (a) The Master Servicer, prior to the occurrence of an Event of Default relating to the Servicer of which a Responsible Officer of the Master Servicer shall have actual knowledge take or cause to be taken all such action as may be necessary or reasonably advisable to service, administer and after collect each Pool Receivable from time to time, all in accordance with this Agreement and all Applicable Laws, with reasonable care and diligence, and in accordance with the curing of all Events of Default that may have occurred, undertakes to perform such duties Credit and only such duties as are specifically set forth in this Agreement. During an Event of Default relating to Collection Policy and consistent with the Servicer of which a Responsible Officer past practices of the Master Servicer shall have actual knowledge, and which remains uncured, the Master Servicer shall exercise such of the rights and powers vested in it by this Agreement, and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. Any permissive right of the Master Servicer enumerated in this Agreement shall not be construed as a duty. The Master Servicer, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to it that are specifically required to be furnished pursuant to any provision of this Agreement, shall examine them to determine whether they conform to the requirements of this AgreementOriginators. The Master Servicer shall have no duty set aside, for the accounts of each Purchaser, the amount of Collections to recomputewhich each such Purchaser is entitled in accordance with Article IV hereof. The Master Servicer may, recalculate in accordance with the Credit and Collection Policy, take such action, including modifications, waivers or verify restructurings of Pool Receivables and related Contracts, as the accuracy Master Servicer may reasonably determine to be appropriate to maximize Collections thereof or reflect adjustments expressly permitted under the Credit and Collection Policy or as expressly required under Applicable Laws or the applicable Contract; provided, that for purposes of this Agreement: (i) such action shall not, and shall not be deemed to, change the number of days such Pool Receivable has remained unpaid from the date of the original due date related to such Pool Receivable, (ii) such action shall not alter the status of such Pool Receivable as a Delinquent Receivable or a Defaulted Receivable or limit the rights of any resolution, certificate, statement, opinion, report, document, order or other instrument so furnished to the Master Servicer. If any such instrument is found not to conform to the requirements of Secured Party under this Agreement in a material manneror any other Transaction Document and (iii) if an Event of Termination has occurred and is continuing, the Master Servicer shall may take such action as it deems appropriate only upon the prior written consent of the Administrative Agent. The Seller shall deliver to have the instrument corrected, and if the instrument is not corrected to its satisfaction, it will provide notice thereof to the Certificateholders. No provision of this Agreement shall be construed to relieve the Master Servicer from liability and the Master Servicer shall hold for its own negligent actionthe benefit of the Administrative Agent (individually and for the benefit of each Purchaser), its own negligent failure in accordance with their respective interests, all records and documents (including computer tapes or disks) with respect to act each Pool Receivable. Notwithstanding anything to the contrary contained herein, if an Event of Termination has occurred and is continuing, the Administrative Agent may direct the Master Servicer to commence or its own misconduct; provided, however, that:settle any legal action to enforce collection of any Pool Receivable that is a Defaulted Receivable or to foreclose upon or repossess any Related Security with respect to any such Defaulted Receivable. 100